Terms of Service
These Terms of Service (“Terms”) apply when you use a website, mobile application, or other online service (collectively, the “Services”) that links or refers to the Terms. These terms are a legal contract between you and Cerimani Inc. (“Cerimani,” “we” or “us”) so it is important that you review them carefully before using the Services. Your use of the Services indicates that you agree to follow and be bound by the Terms. If you do not agree to the Terms, do not access or use the Services.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 12) AND DISCLAIMERS OF LIABILITY (SECTION 13).
1. General
We may change the Terms or modify any features of the Services at any time at our sole discretion. The most current version of the Terms can be viewed by clicking on the “Terms of Service” link at the bottom of the Services’ home page. If you continue to use the Services after changes are posted you will be deemed to have accepted the change.
2. Compliance With Applicable Laws
As a condition of your access to and use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms and that you will comply with all applicable laws and any conditions or restrictions imposed by these terms. The Services are offered for your personal and non-commercial use only, and you are prohibited from using, and are expressly not granted the right to use, the Services for any other purpose.
3. Privacy
By using the Services, you indicate that you understand the information collection, use, and disclosure practices described in the Privacy Policy
4. Reviews, Comments, Communications, and Other Content
The Services allow you to post content on certain parts of the site. You represent that by making a submission, you are consenting to its display and publication on the Services and in related online and offline promotional materials.
By posting content on, to, or through the Services, you give us the right to display such content on the Services and through affiliated publications and to distribute such content and use such content for promotional and marketing purposes. Specifically, you provide us with a royalty-free, irrevocable, perpetual, worldwide, exclusive, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, perform, display, and otherwise exploit such content, in whole or in part in any form, media or technology now known or later developed.
5. Copyright
The Services (including, but not limited to, text, photographs, graphics, video, audio content, and computer code) are protected by copyright as collective works or compilation under the copyright laws of the United States and other countries. All individual articles, photographs, graphics, video, audio, and other content or elements comprising the Services are also copyrighted works. All copyrights in the Services are owned by us or by our third-party licensors to the extent permitted under the United States Copyright Act and all international copyright laws. Except for content that you have posted on the Services, or unless expressly authorized by Cerimani in writing, you are prohibited from publishing, reproducing, distributing, publishing, entering into a database, displaying, performing, modifying, creating derivative works, transmitting, or in any way exploiting any part of the Services. To obtain written consent to use a copyrighted work, please contact us at hello@cerimani.com.
If you believe in good faith that your copyrighted work has been reproduced on our site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent at hello@cerimani.com. Please provide our copyright agent with the following information in writing:
· An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
· Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
· Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
· Your name, address, telephone number, and email address, so that we may contact you if necessary;
· A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
6. Trade and Service Mark Rights
All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Cerimani or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of Cerimani, its affiliates, or any third party.
7. Prohibited Conduct
You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:
· Post content that is prohibited by or otherwise not in compliance with these Terms.
· Make use of the contents of the Services in any manner that constitutes an infringement of our rights or the rights of other users or third parties, including copyrights.
· Access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Services.
· Copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of the Services, except for content you have posted on the Services, or unless expressly authorized.
· Distribute any part of the Services over any network, including a local area network, nor sell or offer it for sale.
· Engage in unauthorized “scraping” or spidering, or harvesting of personal information, or use any unauthorized automated means to compile information.
· Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure.
· Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services.
· Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents available on the Services and other than generally available third-party web browsers.
· Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services
· Engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services.
· Take any action that violates or threatens our system or network security.
Violations of these Terms may result in civil or criminal liability. We may investigate violations of these Terms and we may also work with law enforcement authorities to prosecute users who violate the Terms.
8. Risk of Loss
All items you purchase from Cerimani are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
9. Returns, Refunds
By using the Services, you indicate that you understand the policies set forth in our Returns and Exchange Policy
10. Product Descriptions and Pricing
Cerimani does not warrant that product descriptions or other content on the Services is accurate, complete, reliable, current, or error-free. If a product we offer is not as described, your sole remedy is to return it in unused condition. If a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information, Cerimani reserves the right to refuse or cancel any orders placed for the product listed at the incorrect price. Cerimani reserves the right to refuse or cancel any such orders regardless of whether the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Cerimani will issue a credit to your credit card account in the amount of the charge.
11. Registration and Security
To make a purchase on the Services, you will create login credentials by providing an email address, which may also serve as your username for the Services, and by selecting a password. You will be responsible for all usage and activity on your account, including use of the account by any third party authorized by you to use your login credentials, and for all charges for any goods or services. You are also responsible for all statements made or materials posted under your account, including liability for harm caused by such statements or materials. You may not transfer, sell, or otherwise assign your rights or obligations under these Terms.
You must be 18 years or older to use the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.
12. Third-Party Content and Links to Third-Party Websites
The Services may contain third-party owned content and links to other websites (“Linked Sites”). Cerimani does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of Cerimani, and Cerimani is not responsible for the content or privacy practices of the Linked Sites.
13. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS.” YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE OPERATION OF THE SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM THE SERVICES. CERIMANI DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. IF YOU RELY ON THE SERVICES AND ANY MATERIALS MADE AVAILABLE THROUGH THE SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CERIMANI DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE, (D) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY CERIMANI, INCLUDING ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THE SERVICES OR AVAILABLE THROUGH THE SERVICES, AND WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY CERIMANI OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
CERIMANI MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED (A) THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, (B) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION (C) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR (D) THAT THE CONTENT ON THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND CERIMANI DISCLAIMS ALL RESPONSIBILITY FOR THE SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.
14. Limitation of Liability
IN NO EVENT WILL CERIMANI OR ITS AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CERIMANI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CERIMANI’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
15. Indemnification
You agree to indemnify and hold harmless Cerimani and its parent, subsidiaries, and affiliates, and their owners, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of the Terms, or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.
16. Governing Law, Binding Arbitration, Class Action Waiver, Location, and Time Period for Bringing Notice of Claim
These Terms are governed by, and must be construed in accordance with, the laws of the United States and the State of New York, as applicable, without giving effect to their principles of conflicts of law. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
With respect to any and all disputes arising out of or relating to the Services or these Terms (including without limitation the Privacy Policy), Cerimani and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and Cerimani do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator's award.
ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR CERIMANI WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
Cerimani and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Cerimani may seek any interim or preliminary relief from a court of competent jurisdiction in New York, necessary to protect its rights or property pending the completion of arbitration.
Any claims not subject to arbitration shall be subject to the exclusive jurisdiction of state or federal courts in New York County, New York. The parties hereby waive any argument that any such court does not have personal jurisdiction or that the forum is not appropriate or convenient.
To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim in any forum unless you provide Cerimani with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence.
17. Termination
Cerimani may terminate this agreement for any reason at any time. Cerimani reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Service, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.
18. Miscellaneous
Supplemental Terms. In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Services. Any supplemental terms will not vary or replace these Terms regarding any use of the Services, unless otherwise expressly stated.
No Waiver. The failure of Cerimani to enforce any provisions of the Terms or to respond to a breach by you or other parties shall not in any way waive its rights to enforce subsequently any terms or conditions of the Terms or to act with respect with similar breaches.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Cerimani as a result of these Terms or your access to and use of the Services.
Entire Agreement. Unless otherwise specified herein, the Terms constitute the entire agreement between you and Cerimani and govern your use of the Services. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Last updated March 17, 2017
