Terms of Service
Effective Date: April 18, 2016
Thank you for visiting Cembras.com. The following Terms of Service ("TOS") contain the terms and conditions that govern your use of the web site Cembras.com (the Web site). These TOS set forth the agreement between you and Cembras.com (collectively, the “Parties”) concerning the respective rights and responsibilities of the Parties arising from your use of the Web site and Services. Your use of the Web site constitutes your acceptance of these TOS. You may not use the Web site until you review and agree to these TOS.
Cembras.com offers various Internet-based Services through the Web site (the "Services"). Such Services include but are not limited to service provider company and contact information. Cembras.com reserves the right to add or delete any of its Services at any time. Users who would like to establish a service provider (Site Customer) profile must enter into a separate Site Customer Agreement. Cembras.com may, at its option offer a number of other additional Services in the future through its Web site If additional Services are offered, Cembras.com may in its sole discretion adopt additional rules, regulations, or terms of service concerning the additional Services.
2. License for Services and Web site
Cembras.com grants you a personal, non-transferable, limited, revocable license to access and use the Web site and the Services for their intended purposes only, subject to your compliance with these TOS. You may not collect or otherwise use information contained on the Web site for any purpose which is not directly related to your use of the Web site or Services, including, but not limited to any Prohibited Purpose as determined by Cembras.com. Examples of “Prohibited Purposes” as used in this Section include but are not limited to the creation of unauthorized derivative works based on the Web site, making copies of the Web site for purposes other than standard web browser cashing, or use of the information for the purpose of competing with Cembras.com. Any use of the Services or the Web site that violates the TOS or the limited license contained herein, may result in the immediate, without prior notice, termination and revocation of the license granted to you.
3. Rules & Policies
3.1 Prohibited Uses
Under the limited license granted in Section 2 above, you may only use the Services as expressly permitted by Cembras.com. Prohibited uses include, but are not limited to the following:
1) any use that interferes with a third parties ability to use or enjoy the Services;
2) any use of the Services that threatens, harasses, or intimidates any other User of the Services or any third party;
3) impersonating another individual or entity;
4) any use of spiders, robots, or any other device or process to monitor the activity on or copy pages from the Web site, except in the operation or use of web page search engine functions or hit counters contained on your Site Customer profile;
5) reverse engineering, decompiling, or disassembling any software or other technology used in conjunction with the Web site or the Services;
6) collecting or attempting to collect any electronic information concerning any Users or Viewers of the Services or Web site, such as email addresses or other Personal Information unless such collection is done in conjunction with the legitimate conduct of business;
7) interfering with or disrupting the Web site or Services by using viruses, spyware, or any other programs or technology designed to disrupt or damage any software or hardware;
8) use of any meta tags, search terms, key terms, or keywords which contain Cembras.com's name, trademarks, or the unauthorized use of any name or trademarks of any other person or entity;
9) any use or action that directly or indirectly assists or encourages any third party to engage in the above mentioned prohibited uses or otherwise violate these TOS.
4. Site Customer Services Rules and License
4.1 Site Customer Services
As part of the Services, Cembras.com offers a service to its Site Customers that allows you to upload images, graphics, text, or other content (collectively, "User Supplied Content") to the Web site for use in your Site Customer profile and advertisement (the “Site Customer Services” or “SCS”).
4.2 Delivery of Content
You agree to use the Site Customer Services in accordance with the User Supplied Content Usage Policy. Cembras.com may, in its sole and exclusive discretion, determine whether any Content complies with such policy and is appropriate for use with the SCS. Cembras.com, may in its sole discretion determine that the User Supplied Content does not satisfy the User Supplied Content Usage Policy, and refuse to allow you the use of SCS.
4.3 Licensing User Supplied Content to Cembras.com
You hereby grant to Cembras.com a royalty-free, worldwide, transferable, nonexclusive, right and license to use such User Supplied Content, in all media existing now or created in the future, as Cembras.com deems necessary to allow Cembras.com to satisfy its obligations to you because of your use of the SCS. This license remains in effect for the duration that the content is stored on the Web site Cembras.com may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of providing the Services to you. You retain any and all rights in and to the User Supplied Content including, but not limited to any copyright or trademark rights.
5. Representations and Warranties
5.1 Representations and Warranties of the Parties
The Parties represent and warrant to each other that: (i) they have the full power and authority to enter into and perform under these TOS, (ii) the execution and performance of their obligations under these TOS does not constitute a breach of or conflict with any other agreement or arrangement by which either party is bound, and (iii) these TOS are a legal, valid, and binding obligation of the parties entering into these TOS, enforceable in accordance with their terms and conditions.
5.2 User Representations and Warranties
You represent and warrant to Cembras.com that your use of the Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or any other legal right of any third party and will comply with all applicable laws, rules, and regulations. You further represent and warrant to Cembras.com that you are the true owner of the User Supplied Content and that the content is free from any and all liens, encumbrances, or any other restrictions on your right to display or use the content, and that there are, to the best of your knowledge, no pending or threatened claims, demands, or litigation concerning any of the User Supplied Content. Furthermore, you represent to Cembras.com that Cembras.com will not be required to make any payments such as licensing fees or royalties to any third party in connection with the User Supplied Content. Lastly, you warrant that the User Supplied Content does not violate Section 3.1 of this TOS.
6. Warranty Disclaimer
CEMBRAS.COM PROVIDES THE WEBSITE AND THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. CEMBRAS.COM DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE SERVICES OR THEIR USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS. CEMBRAS.COM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
7.1 EXCLUSION OF DAMAGES
CEMBRAS.COM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TOS EXCEED THE AMOUNTS PAID, IF ANY, TO THE OTHER DURING THE PREVIOUS SIX MONTHS.
You will indemnify and hold Cembras.com and its employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the "Indemnified Parties") harmless from any damage, loss, or expense, including without limitation, attorneys' fees and costs, incurred in connection with any third-party claim, demand, or action (a "Claim") brought against any of the Indemnified Parties alleging that you have breached any of these TOS through any act or omission. If you are required to indemnify Cembras.com under this Section, Cembras.com will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Cembras.com's prior express written consent.
Cembras.com may suspend or terminate your use of the Web site or the Services if it believes, in its sole and absolute discretion, that you have breached a term of these TOS. Notwithstanding Cembras.com’s termination of your permission to use the Web site or Services, these TOS will survive indefinitely unless and until Cembras.com chooses to terminate them. If you or Cembras.com terminates your use of the Web site or the Services, Cembras.com may delete any User Supplied Content or other materials relating to your use of the Services on Cembras.com's servers or otherwise in its possession and Cembras.com will have no liability to you or any third party for doing so.
All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, (iii) electronic mail or (iv) if notice is given by Cembras.com, by a posting on the main page of the Web site If you give notice to Cembras.com, you must use the following address: 355 S. Teller St. # 200, Lakewood, CO 80226. If Cembras.com provides notice to you, Cembras.com will post any such notices on the Cembras.com web site If applicable law requires that a given communication be "in writing," you agree that the posting of notices on the Cembras.com web site will satisfy this requirement.
11. Dispute Resolution
Any and all disputes arising out of, relating to or connected with these TOS or your use of any part of the Services or the Web site will be exclusively resolved under confidential binding arbitration held in City and County of Denver, Colorado before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Colorado law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these TOS will be joined to an arbitration involving any other party subject to these TOS, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator's award will be brought in a federal or state court located in the City and County of Denver, Colorado. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Colorado State courts in the City and County of Denver, Colorado. By entering into these TOS, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to, or connected with these TOS or your use of any part of the Services or the Web site must be asserted individually. Notwithstanding anything to the contrary in this Section, Cembras.com may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.
12. Choice of Law
These TOS, and any other Agreement incorporated by reference in these TOS shall be governed by laws of the State of Colorado, without regard to its conflicts of laws principals.
The TOS will be binding upon each party hereto and its successors and permitted assigns. These TOS cannot be assignable or transferable by you without the prior written consent of Cembras.com.
14. Entire Agreement
These TOS, all of the policies and other Agreements mentioned in these TOS, which are each hereby incorporated herein by reference, contain the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.
15. No Waiver
No failure or delay by a party in exercising any right, power, or privilege under these TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
16. No Partnership or Joint Venture
You and Cembras.com are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS.
The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect.
18.1 Intellectual Property Rights
All intellectual property rights and all other rights, title, and interest in and to the Services and Web site, except as expressly provided for in the TOS are and shall remain the exclusive property of Cembras.com. Such rights include, but are not limited to, any and all trademark rights including rights to the mark Cembras.com; all copyrights in and to the Web site, and any proprietary rights used in providing the Service, including, but not limited to computer software and hardware interfaces. You cannot acquire any right, title, or interest in or to the above mentioned rights through your use of the Services or Web site under this TOS or otherwise
18.2 Rights to Submissions and Other Information
By your use of the Services or Web site, you consent and agree that any questions, comments, suggestions, ideas, or any other information whether submitted via email, telephone, US mail, Fax, contest submission, or appearing on any message board or chat group, excluding any User Supplied Content as defined herein (collectively "Submitted Information"), you hereby grant Cembras.com permission to use such Submitted Information for marketing and other promotional purposes without any payment to you, including the right to sublicense. Furthermore you agree that Cembras.com will have no obligation to keep any Submitted Information confidential. You will not bring a claim and hereby forever waive any and all claims against Cembras.com based on “droit moral”, moral rights, or any other legal or equitable theory from Cembras.com’s use of the Submitted Information.
In order to use the Services, you must be of sufficient age that you can lawfully enter into and form contracts under applicable law (generally 18 years of age). If you are under the age of 18, but at least 13 years of age, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these TOS. The Services are not intended for and may not be used by children under the age of 13.
Cembras.com reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Web site If Cembras.com determines, in its sole and absolute discretion, that you or another Cembras.com User will breach a term or condition of these TOS or that such transaction or communication is inappropriate, Cembras.com may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
18.5 Modification of the Service
Cembras.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new agreement on the Web site without any further notice to you. For certain changes to the TOS, Cembras.com may, at its option, notify you by email at the email address in our then current records. If any modification is unacceptable to you, your only recourse is to discontinue the use of our Web site and Services. Your continued use of the Cembras.com Web site following the posting of a change notice or new TOS on the Web site will constitute affirmative and binding acceptance by you of the changes.
18.6 Third-Party Services
18.7 Compliance with TOS and Applicable Law
You must comply with all of the terms and conditions of these TOS, the applicable agreements and policies referred to above, and all applicable laws, regulations, and rules when you use the Services and the Web site