1. Acceptance of Terms
b. The Service is only available to, and may only be used by, individuals and entities able to form legally binding contracts under applicable law. The Service is not available to children (persons under the age of fourteen) or to any user whose use of the Service has been suspended or revoked. If you are under the age of fourteen, you must not use the Service.
c. Company reserves the right to change the terms, conditions, and notices under which it offers the Service at any time and without notice, and such modifications will be deemed effective immediately upon posting. You are responsible for regularly reviewing this Agreement and any changes made to this Agreement. You can review the most current version of this Agreement at any time at: http://cassandra.co/terms-of-service.
d. Company may change, suspend, or discontinue any aspect of the Service at any time, including the availability of any Service feature, database or content. Upon notice of any such change, suspension or discontinuance, if you no longer wish to access the Service, your sole remedy will be to terminate the Service and seek a refund of the Fee proportional to a percentage of the Service not provided by the effective date of termination.
2. Access; License; General Prohibitions Regarding Your Use of the Service
a. Subject to your compliance with this Agreement, Company grants you a personal, limited, non-transferable and non-exclusive right and license to transmit and display the Service and the Software for personal, non-commercial use. Except as necessary to use the Service, you shall have no rights to the Software and related documentation subsisting in the Service, or any enhancements or modifications thereto, provided to you in order to access the Service. You shall not sublicense, assign or transfer any license granted to you hereunder, and any attempt to do so shall be null and void. You shall not otherwise publicly display, reproduce, distribute, modify, reverse engineer or create derivative works of the Service or Software. You may not share the Service with any other person.
b. Company reserves the right to cancel, suspend or refuse access to the Service to anyone for failure to abide by the licensing terms herein, as deemed by Company’s sole and absolute discretion. Your failure to abide by the licensing restrictions contained herein will be cause to terminate your Account.
c. You may not use the Service or the Software, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or for any commercial purpose.
3. User Registration and Security
a. To become a User of the Service, you must provide specific registration information, including your e-mail address and phone number. All information must be accurate and updated. You will maintain a valid email address at all times.
b. Company may use your e-mail address to send you information related to the Service. If you do not wish to receive e-mail correspondence, you may contact us directly by email (email@example.com) or by calling (212) 645-4500.
c. As part of the registration process, you will be assigned a user name and password for your account ("Account"). Each registration is for a single user only. You are not allowed to share your Account with anyone else.
d. You are solely responsible for maintaining the confidentiality of your user name, password and Account, as well as for all usage and activity on your Account. You agree to immediately notify Company of any unauthorized use of your Account or any other breach of security. Company will not be liable for any loss or damage arising from your failure to comply with this Section 3. Company is not obligated to identify or authenticate any User who accesses the Service. Company is not responsible for identity theft or other misuse of your registration data. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate suspension or termination of your Account.
e. 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.
4. Termination by Company
Company may terminate or suspend your use at any time, for any or no reason, with or without prior notice or explanation, and without liability, except for a refund of the Fee for any portion of the Service not provided by the effective date of termination. Even after your use of the Service is terminated, this entire Agreement will remain in effect.
5. Company Content & Company Proprietary Rights
a. The Service contains trademarks, logos, information, data, images, graphics, artwork, text, photographs, video, music, messages and advertising or other materials provided by Company (collectively, "Company Content"). Company owns and shall at all times retain all right, title and interest in and to the Company Content (including any intellectual property rights). You may not copy, modify, translate, reproduce, publish, broadcast, transmit, distribute, perform, display, license, sell or create derivative works from any Company Content or incorporate any Company Content into any other work, including your own website or social networking pages or use the Company Content in any public or commercial manner.
b. The Service may contain information, data, text, software, music, sound photographs, graphics, video, messages, advertising, hyperlinks and other materials that are not the property of Company (collectively, “Service Content”). When you access or use Service Content, you do so at your own risk. THE SERVICE CONTENT AND COMPANY CONTENT IS PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE CONTENT AND COMPANY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, WEBSITE OR SOFTWARE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SERVICE CONTENT OR COMPANY CONTENT ON THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY MAKES NO COMMITMENT TO UPDATE THE MATERIALS ON THE WEBSITE. YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. FURTHER, INFORMATION OFFERED THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR ANY PURPOSE. COMPANY SHALL NOT BE LIABLE FOR ANY RESULTS OBTAINED OR NOT OBTAINED AS A CONSEQUENCE OF THE USE OF THE INFORMATION CONTAINED IN THE SERVICE.
6. User Data
7. Information for California Residents
Under California Civil Code Section 1789.3, Users located in California are entitled to the following consumer rights information: (a) The Service is provided by the Company located at ORC International, Inc., 315 Park Avenue South, 14th Floor, New York, New York 10010, Phone: (212) 645-4500. (b) You may contact Company at the address in subsection (a) immediately above with complaints or to request additional information about the Service. Also, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at (916) 445-1254.
8. The Digital Millennium Copyright Act of 1998 (“DMCA”)
a. The DMCA provides recourse to those who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Company infringe your copyright, you may send us a notice requesting that we remove the material or block access to it. The notice must include the following information:
i. Physical or electronic signature of a person authorized to act on behalf of the owner or an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
iii. Identification of the material that is claimed to be infringing or the subject of infringing activity and information reasonably sufficient to allow us to locate the material on the Service;
iv. The name, address, telephone number, and email address of the complaining party;
v. A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner or the law; and
vi. A statement that the information in the notification is accurate and is given under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b. If you believe in good faith that a notice of copyright infringement has been wrongly field against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices under the DMCA, as well as all other communications addressed to us relating to this Agreement, should be sent to ORC International, Inc., 315 Park Avenue South, 14th Floor, New York, New York 10010. We strongly recommend that you consult your legal advisor before filing a notice or counter-notice. Also, please be aware that penalties may apply for false claims under the DMCA.
c. Please note that, pursuant to applicable law, Company adopts a policy of terminating Accounts of Users who are the subject of repeated infringement claims under the DMCA.
a. You hereby agree to indemnify, defend and hold harmless Company, and Company’s suppliers, shareholders, parents, subsidiaries, affiliates, officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise, and whether arising under tort, contract or any other claim at law or equity) relating to or arising out of (a) your use of the Service (including, without limitation, the Software); (b) your breach of any representations, warranties or covenants in this Agreement; (c) your acts and omissions; and (d) your negligence, intentional misconduct or violation or alleged violation of any rights of a third-party.
b. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you will have no further obligation to provide indemnification for such matter; provided, however, that you will use best efforts to cooperate with Company in such defense. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Company or any of Company’s suppliers, affiliates, partners, subsidiaries and employees.
10. Limitation of Liability
IN NO EVENT WILL COMPANY OR ANY OF COMPANY’S AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR FAILURE OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURES, THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICE, OR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, EVEN IF COMPANY OR ANY OF COMPANY’S AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED $500.00.
11. No Warranty
THE SERVICE AND CONTENT ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY ACTS OF FRAUD, THEFT, MISAPPROPRIATION, TAMPERING, HACKING, INTERCEPTION, PIRACY, MISUSE, MISREPRESENTATION, DISSEMINATION, OR OTHER ILLEGAL OR UNAUTHORIZED ACTIVITIES OF THIRD PARTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK, THAT ANY AND ALL CONTENT, MATERIAL AND DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY OR ANY THIRD PARTY OR THEIR PROPERTY ARISING FROM THE USE OF THE SERVICES OR THE CONTENT.
12. Independent Review
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
Statements, notices and other communications to you may be made by mail, email, postings within your Account or on the Service, or other reasonable means. You will be solely responsible for keeping your email and postal addresses updated on your Account. Company will not be responsible for any undelivered notices caused by your failure to update such information.
14. Choice of Law; Venue; Trial by Jury
This Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of law principles. You will bring any action to enforce this Agreement or in connection with any matters related to the Service only in either the state or Federal courts located in New York, New York. You expressly consent to the exclusive jurisdiction of said courts and waive all venue, jurisdiction and choice of law challenges or defenses. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section.
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
15. No Injunctive Relief
You agree not to seek, and you acknowledge and agree that you are not entitled to, rescission of this Agreement or any part of this Agreement or any injunctive or other equitable relief for any reason, including, without limitation, an injunction that would restrain the operation of the Service, the exploitation of any advertising or other materials on the Service, or the exploitation of the Service or any Content displayed on the Service.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. A printed version of this Agreement and any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company may assign this Agreement, in whole or in part, at any time with or without notice to you. You will not assign this Agreement, by operation of law or otherwise, without prior written approval of Company, and any such attempted assignment will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement sets forth the entire understanding and agreement between Company and you with respect to the Service, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Service. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Each party is an independent contractor and not an agent or representative of any other party. No party will have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.
Updated February 1, 2016.