Terms Disclosure of Privacy
Updated November 2019
This is a Contract
Changes to the Terms
CERDH reserves the right to modify these Terms and to initiate new or additional terms or conditions on your use of the Services at any time. If we make changes to the Terms that will significantly impact your user experience, we will provide notice through our Services or other means to provide you the opportunity to review the changes before they become effective. If you desire, you may terminate the Terms as described in the section entitled “Changing and Terminating Services.” Otherwise, your continued use of the Services will constitute your acceptance of the changed or new terms.
Who May Use Services
To use the Services, you agree that you: (1) are at least the “Minimum Age” described below; (2) have the authority to enter into these Terms if you are doing so on behalf of a company, or other organization; and (3) will use the Services in compliance with these Terms and all applicable laws. “Minimum Age” means 18 years of age unless local law requires that you must be older in order for CERDH to lawfully provide the Services to you without parental consent (including use of your personal data), then the Minimum Age is the older age of consent applicable in your jurisdiction.
When you interact directly with others while using our Services, you should be cautious about the personal information you decide to share with them. We do not control what others choose to do with any personal information they obtain from users while using our Services, and we cannot be responsible for such use.
You agree that CERDH may provide notices and messages to you in the following ways: (1) within the applicable Service; (2) sent to the contact information methods you provide us (e.g., email, mobile number, or physical address, etc.). You agree to keep your contact information up to date in your account so that we may reach you when needed.
Please review your settings to control and limit the types of User Content and messages you receive from CERDH.
If you buy any products or services, you agree to pay the applicable fees and taxes. Paid services will be subject to additional invoice, payment and refund terms and conditions presented to you at the point of sale.
User Content and Information
The products or services features may include messaging and sharing content that you provide, such as information about you, your activities with CERDH, written information and commentary about CERDH or relevant third party content, photos, video files, audio files, and other materials (“User Content”). You agree that CERDH is not obligated to publish any User Content and may remove it in its sole discretion, without notice. CERDH is not responsible for examining or evaluating User Content or the accuracy of any materials you or others post.
We welcome your suggestions, ideas, comments, and other feedback regarding the Services (“Feedback”). By submitting, you grant us the right to use the Feedback without any restriction or any compensation to you.
Services are only available in English and are not available in all countries. CERDH makes no representation that the Services are appropriate or are available for use in any particular location. To the extent you choose to access and use the products or services, you do so at your own initiative and agree to use the Services only as permitted by these Terms and any applicable laws or regulations (including any local laws), as well as any additional policies or guidelines CERDH may adopt.
Unauthorized Use and User Content:
You agree that you will not use the Services for unlawful and unauthorized purposes. You may not use the Services in conflict with these Terms, the Community Guidelines, or applicable law.
You agree that, when using our Services, you will not share User Content that:
In addition, unless you have prior written authorization from CERDH, you agree not to do any of the following:
For more details and examples about the types of behavior that are prohibited when using the Services and what to do if you observe them, please consult the CERDH Community Guidelines.
You are also responsible for ensuring that all User Content you share complies with the CERDH.com guidelines and applicable law, including respecting the intellectual property rights of others. Specifically, you agree not to upload or to provide illegal or inappropriate content or information, or content or information that is protected by intellectual property rights (such as copyright, trademark, patents, etc.) for which you do not have a valid license (“Unauthorized Content”).
We reserve the right to remove User Content you share as well as to terminate your further use of the Services in the event you breach these Terms or other applicable SU terms and conditions, SU policies, the Community Guidelines, or applicable law or regulations.
CERDH may, from time to time, provide you access to certain CERDH proprietary documentation, information, software, databases, tools, lists, platforms, and other materials (“CERDH Materials”). You agree that any CERDH Materials that CERDH provides as part of the Services are licensed to you and may be used by you only in accordance with these Terms as well as any additional license terms and conditions that may accompany the CERDH Materials.
License to You:
We grant you a limited, personal, non-exclusive, non-transferable, and revocable license to use our Services for your personal, non-commercial use. You may only use the Services on devices that you own or control. Accessing and using our Services and/or CERDH Materials does not give you ownership of any intellectual property or proprietary rights in either. CERDH and/or its licensors and suppliers retain ownership of all rights, title, and interest in the Services and CERDH Materials, and except for the limited use rights expressly granted in these Terms, no other rights or licenses are granted or implied. You will not use the Services in any way that is inconsistent with these Terms or that infringes any intellectual property or proprietary rights of CERDH or any third party.
License from You:
You retain all intellectual property rights to and are responsible for, any User Content you share. We are allowed to share your User Content with anyone through any media, including promoting it via advertising on CERDH and third party sites or channels. In legal terms, this means you grant CERDH a non-exclusive, royalty-free, perpetual, worldwide, transferable and sublicensable right to use, copy, modify, translate, distribute, publish, and process any information and User Content that you provide through the Services, without any further consent, notice, accounting, and/or compensation to you or others. Because you own your User Content and information and we only have non-exclusive rights to use it, you may choose to make your User Content available to others as you choose.
CERDH, the CERDH logo, CERDH.com, and other CERDH trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of CERDH in the US and/or other countries. Other trademarks or logos used in connection with the Services may be the trademarks of their respective owners. You are not granted any right or license in any of these trademarks, and you will not remove, obscure or alter any proprietary notices (including trademark and copyright notices) found in or on sites, content, CERDH Materials or other information related to the Services.
Third-Party Content and Sites
When using our Services, you may encounter content or information that may be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We do not generally review content provided by our users or other parties. You agree that we are not responsible for others’ (including other users’) content or information. It is not possible to prevent every possible misuse of our Services, and you agree that we are not responsible for any misuse. If you have questions or concerns about the content posted or another User’s behavior, please consult the CERDH guidelines for information about how to reach out to CERDH to communicate your concerns.
You are responsible for deciding if you want to access or use third-party apps and sites that link from our Services. If you allow a third party app or site to authenticate you or connect with your CERDH account, that app or site can access information on CERDH that’s related to you. Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your personal information in ways that CERDH would not use it. Except to the limited extent required by applicable law, CERDH is not responsible for these other sites and apps – use these at your own risk.
Third-Party Apps and Cloud Software
With respect to third party apps and software that may be included in or accessed by our Services (“Other Software”), you are not permitted to (a) reverse engineer or attempt to derive the source code from or create derivative works of the Other Software, or any portion thereof; (b) sublicense or distribute the Other Software or rent, electronically distribute, timeshare, or market the Other Software by interactive cable, (c) access, use, or copy any portion of the Other Software to directly or indirectly develop, promote or support any product or service that is competitive with the same Other Software, (d) remove any identification, patent, trademark, copyright, or other notice from the Other Software; (e) interfere with or disrupt the integrity or performance of the Other Software or third-party data contained therein; (f) attempt to gain unauthorized access to the Other Software, including access to other Users’ data; (g) disclose or publish, without the licensor’s express prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Other cloudware; (h) use the Other Software in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency or political subdivision, whether federal, state, local, or foreign; or (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any Other Software apart from the Services.
Open Source Software
The Services may contain software licensed under the terms of separate open-source software licenses (“Open Source Software” ). Such Open Source Software is licensed under the terms of the license that accompanies the Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that super-cede, the terms, and conditions of any applicable end user license for such Open Source Software.
CERDH, as well as select CERDH suppliers and certain CERDH business partners (collectively, “CERDH Business Partners”), may provide certain features in the Services, such as those that rely on location information. To provide and improve these location-based Services, where available, CERDH and CERDH Business Partners may transmit, collect, maintain, process, and use your location data. The location data and queries collected by CERDH help provide and improve location-based Services. By providing consent and using any location-based features provided by or through the Services, you agree and consent to the transmission, collection, maintenance, processing and use of your location data and queries to provide and improve such Services. You may withdraw this consent at any time by going to the Location Services settings on your device and either turning off the global Location Services setting or turning off the individual location setting for the Services at issue.
Take Down Policy and Copyright
You acknowledge and agree that CERDH reserves the right to remove any material, including your User Content, from any CERDH site if CERDH receives notification claiming such material is Unauthorized Content or if it determines, in its sole discretion, that the User Content violates the Community Guidelines or the restrictions set forth in the “Unauthorized Use and Content” section of these Terms.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT YOUR USE OF THE SERVICES ARE AT YOUR OWN DISCRETION AND SOLE RISK. CERDH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS, AND LICENSORS (COLLECTIVELY, THE “CERDH AFFILIATES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT ANY WARRANTY EXISTS UNDER LAW THAT CANNOT BE DISCLAIMED, SU SHALL BE SOLELY RESPONSIBLE FOR SUCH WARRANTY.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CERDH OR ITS LICENSORS BE LIABLE FOR PERSONAL INJURY, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES OR FOR LOST PROFITS, LOST INCOME OR REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, COST OF SUBSTITUTE GOODS, OR BUSINESS INTERRUPTION, WHETHER OR NOT SU WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL CERDH OR ITS LICENSORS’ TOTAL LIABILITY TO YOU UNDER THESE TERMS FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF U.S. TWENTY DOLLARS (USD$20.00).
IN ADDITION, CERDH, THE CERDH AFFILIATES, AND CERDH LICENSORS DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES. YOUR SOLE REMEDY AGAINST SU, THE SU AFFILIATES, AND SU’S LICENSORS FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
THIS LIMITATION OF LIABILITY IS A PART OF THE BARGAIN BETWEEN YOU AND CERDH, AND CERDH WOULD NOT HAVE ENTERED INTO THIS CONTRACT WITHOUT THIS LIMITATION OF LIABILITY.
At CERDH request, you agree to indemnify, defend, and hold harmless CERDH and the CERDH Affiliates from any and all demands, losses, liability, damages, claims, suits, costs and/or expenses (including attorneys’ fees) arising out of: (1) your use or attempted use of the Services in violation of these Terms; (2) your violation of any law or rights of any third party in connection with your use of the Services; and/or (3) your contribution of User Content and your use or contribution of Unauthorized Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
Changing and Terminating Services
CERDH may change, enhance, or discontinue providing a Service at any time in its sole discretion. Either CERDH or you may terminate the Services and this Contract at any time with written notice to the other. On termination of this Contract, you lose the right to access and use the Services. The following rights will survive the termination of this Contract:
If your use of paid Services is suspended or terminated through no fault of your own, a full or partial refund may be available according to the terms found in our Refund Policy.
No Obligation to Retain User Content
Governing Law and Dispute Resolution
The Services are managed by CERDH, which is located in Santa Clara County, California. You agree that any dispute related to these Terms will be governed by the laws of the State of California, excluding its conflict of law provisions. You agree to submit to the personal jurisdiction and exclusive venue of the federal and state courts located in and serving Santa Clara County, California as the legal forum for any dispute.
You agree that email notices sent by CERDH will satisfy any legal communication requirements and that you are obligated to keep your email address current in your CERDH account so that you receive up-to-date notices.
You agree that the only way to provide us legal notice or service of process is at the address provided below and delivered in one of three ways: (i) when delivered personally; (ii) three business days after having been sent by commercial overnight courier with written proof of delivery; or (iii) five business days after sending by certified mail, postage prepaid:
Attention: General Counsel
2831 Mission College Blvd
Santa Clara, CA 95054-1838
Other General Terms
Some Services we offer are also governed by supplemental terms. If you use any of these Services, supplemental terms will become a part of our agreement. For instance, if you post or share User Content, you must comply with our Community Guidelines. To the extent any supplemental terms conflict with these Contract Terms, the supplemental terms shall govern. Unless there are supplemental terms, this Contract makes up the entire agreement between and you and CERDH regarding your use of our Services. These terms super-cede any prior agreement between us. We reserve all rights not expressly granted to you.
If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable to affect the original intent of the parties to the maximum extent possible, and the rest of the Contract shall remain in full force and effect.
If we don’t act to enforce a breach of this Contract, that does not mean that CERDH has waived its right to enforce this Contract.
You may not assign or transfer this Contract (or your use of the Services) to anyone without our prior written consent, which may be withheld in our sole discretion due to the unique character of the Services. You agree that CERDH may assign this Contract without your consent to a party that acquires it. There are no third-party beneficiaries to this contract.