1. Purpose
2. End-User Subscriptions
If you are an end-user subscriber with Censia, your access and use of Censia services, including services that may be accessible to subscribers through the Site, is also governed by the provisions of the End-User Subscription Agreement (“EUSA”) and subscription order form entered into between you and Censia. In the event of any conflict between these Terms of Use and the EUSA, the terms of the EUSA prevail.
3. Intellectual Property Rights
3.2 “Censia” and other trademarks, logos, characters, page headers, button icons, scripts, service names and other marks (collectively “Trademarks”) displayed on the Site are subject to the trademark and other rights of Censia or its affiliates. Our Trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated or used, in whole or in part, without the prior written permission of Censia. Your use/misuse of Trademarks displayed on the Site, or of any other Site Content, except as provided for in the Terms of Use, is strictly prohibited.
4. Disclaimer
4.1 THE SITE, THE SITE MATERIALS, SERVICES, INFORMATION, DATA, AND OTHER MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” CENSIA DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. CENSIA DOES NOT WARRANT THAT THE ACCESS TO SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CENSIA ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE.
4.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING THE COMPUTER SYSTEM OR MOBILE DEVICE YOU USE TO ACCESS THE SITE), OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
4.3 Censia reserves the right to interrupt or discontinue any or all of the functionalities of the Site. Censia accepts no responsibility or liability whatsoever for any interruption or discontinuance of any or all functionalities of the Site, irrespective of whether this is the result of actions or omissions of Censia or any of its affiliates or any third-party.
4.4 The Site may contain technical inaccuracies or typographical errors. Censia reserves the right to make changes, corrections and/or improvements to the Site Content at any time without notice.
5. Links To and From Other Websites
The Site may contain links to other websites or feature services of third-parties for the convenience of users. These third-party websites and services may be available on the Site via a link, redirect, connect, “frame,” plug-ins, integrated application, or other technology, and may be recognized automatically by your browser. In order to utilize some aspects of the Site, you may have to use, accept, install, and review information, data, executables, programs, software, and other items from Censia’s third-party service providers, suppliers, and licensors. To the extent applicable, these Terms shall apply, but please be aware that Censia has no control over these third-parties, and that these Terms may not apply to such links and services. Censia does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third-party websites or the transactions you conduct or enter into with third-parties. Your use of any third-party websites or services is at your own risk, and subject to the terms and conditions of such third-parties. Censia encourages you to read the privacy policies and terms of use linked or referenced in the websites you enter.
6. Internet Security
Censia uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Censia will use reasonable efforts to minimize such disruption where it is within Censia’s reasonable control. You agree that Censia will not be liable to you for any modification, suspension, or discontinuance of the Site. You understand that the technical processing and transmission of any content may be transferred unencrypted and involve: (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that Censia does not guarantee that any information sent from via the Site will be secure during transmission, nor can Censia guarantee the confidentiality of any communication or material transmitted to Censia via the Site or the internet in general, including, for example, personal information such as your name or address.
7. General Restrictions on Use
You agree to use the Site only for the purposes that are permitted by these Terms of Use and for no other purposes. All such use must be in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. Without limiting the foregoing, you will not:
7.1 Access the Site by any means other than through the interface that is provided by Censia;
7.2 Gain unauthorized access to Censia’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site or Censia’s networks and computer systems;
7.3 Access the Site through any automated means or with any automated features or devices (including the use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general-purpose consumer-accessible search engines, such as Google or Bing;
7.4 Interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit access to or use of any content, or by using any account credentials that are not your own;
7.5 Access or collect any personally identifiable information, including any names, email addresses, or other such information for any purpose, including commercial purposes;
7.6 Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site for any purpose, including commercial purposes;
7.7 Upload, post, or otherwise transmit, through the Site, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing,” or any other form of solicitation, including the solicitation of users to become subscribers of other online information services competitive with Censia;
7.8 Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or other signifier owned by Censia in a way that is likely or intended to cause confusion about the owner or authorized user of materials;
7.9 Use the Site for any illegal purpose or in violation of any local, state, national, or international law.
7.10 Attempt to do any of the acts described in this Section 7, or assist, encourage, request, or permit any person to engage in any of the acts described in this Section 7.
8. Feedback
You may choose to provide us with input and suggestions regarding our Site (“Feedback”). Upon your submission to Censia of this Feedback, you grant Censia a worldwide, perpetual, irrevocable, transferable, nonexclusive, fully-paid, royalty-free license to access, use, distribute, reproduce, display, modify, create derivative works based upon, and sublicense the Feedback in any manner and for any purpose, including to improve the Site and create other products and services, all without any compensation to you whatsoever.
9. Limitation of Liability
9.1 CENSIA AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DO RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE SITE MATERIALS, SERVICES, DATA, AND OTHER MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR CENSIA HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF CENSIA AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, THE SITE MATERIALS, OR USER CONTENT ON, IN, AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, DATA, OR OTHER MATERIALS OFFERED IN CONNECTION WITH THE SITE EXCEED FIFTY DOLLARS ($50) USD. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF CENSIA AND ITS LICENSORS SHALL NOT EXCEED FIFTY DOLLARS ($50) USD. IF YOU ARE DISSATISFIED WITH THE SITE OR WITH ANY OF THESE TERMS, OR FEEL CENSIA HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
9.2 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Indemnification; Hold Harmless
You agree to indemnify, defend and hold Censia and its directors, officers, employees, agents, contractors, and licensors harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any dispute with any third-party. This defense and indemnification obligation will survive these Terms and your use of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim contemplated in this Section 10 without the prior written consent of Censia.
11. Complaint Procedures
If you believe that any content or posting on the Site violates your intellectual property or other rights, please notify Censia at privacy@censia.com, providing a comprehensive, detailed message setting forth the following information:
(a) your name and the name of your company, if any;
(b) your contact information, including your email address;
(c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and
(d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate, and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
12. Disputes and Governing Law
Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the American Arbitration Association (the “AAA”). Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow these Terms, as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in San Francisco, California, unless Censia elects otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California. The arbitrator shall not be bound by rulings in prior arbitrations involving different Censia users, but is bound by rulings in prior arbitrations involving the same Censia user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is $10,000 or less, at your request, Censia will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Censia should be submitted by mail to the AAA along with your demand for arbitration and Censia will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, Censia will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the costs of accessing arbitration from being prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Censia for all fees associated with the arbitration paid by Censia on your behalf that you otherwise would be obligated to pay under the AAA’s rules. If an arbitrator or court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply. You can choose to reject this agreement to arbitrate by mailing Censia a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty days after the date you accept these Terms for the first time. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street number and address, city, state, and zip code), phone number, and the email address used to log in to the Censia account to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms will continue to apply. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with Censia.
13. General
The failure of Censia to exercise or enforce any right or provision of the Terms of Use will not operate as a waiver of any such right or provision. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect. The invalidity or unenforceability of any provision of the Terms of Use does not affect or impair in any way the validity, legality and enforceability of the remaining provisions contained herein. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.” Upon termination of these Terms for any reason, Sections 3, 4, 7, 8, 9, 10, 12, 13, and 15 will survive.
14. Consent to Electronic Communications
You consent to receive certain electronic communications from us as further described in our Privacy Policy.
15. Privacy Policy
Please read the Censia Privacy Policy for information relating to our collection, use, storage and disclosure of information we collect or obtain about you. The Censia Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
16. GDPR Policy
Please read the Censia GDPR Policy for information relating to Censia’s compliance with and processes involving the European Union’s General Data Protection Regulation. The Censia GDPR Policy is incorporated by this reference into, and made part of, these Terms.
17. Contact Information
The Site is controlled by Censia Inc. located at 450 Geary Street, Suite 501 San Francisco, CA 94102. You may contact us by sending correspondence to that address or by emailing us at privacy@censia.com.