All information and materials on the Site are presented solely for the purpose of providing general information on Censia and promoting our products and services. Such information and materials do not constitute offers for our products and/or services, nor do they constitute advice or other instructions on the use of our products and/or services.
3.1 The Site is owned and operated by Censia. The Site together with any data, analytics, information, text, images, photographs, audio and video clips, designs, graphics, visual interfaces, compilations, data, computer code, logos, symbols, names, product and corporate designations, as well as all software contained in the Site and all other files, and their selection and arrangement (the “Site Content"), are subject to legal protection, in particular copyright, trademarks and design rights held by Censia, its affiliates, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without our prior written permission. In addition, no digital content whatsoever may be copied into other programs and no derivate works may be created, without the prior written approval of Censia.
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.
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.
7.1 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.
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.
9.1 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.
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.
If you believe that any content or posting on the Site violates your intellectual property or other rights, please notify Censia at email@example.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.”
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.
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.
The Site is controlled by Censia Inc. located at 233 Post St, Suite 600, San Francisco, California 94108. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org.
Copyright © 2018 Censia Inc. All rights reserved.