CIRRUSIDENTITY.COM

TERMS AND CONDITIONS

Revised: February 4, 2014

Introduction

These terms and conditions (the “Terms”) govern your use of cirrusidentity.com and each of its subdomains (collectively, the “Site”)" (the “Site”), a website operated by Cirrus Identity, Inc., a Delaware corporation (“Cirrus,” “we” or “us”). Please read these Terms carefully before using the Site. The Terms are a legally binding agreement between you and Cirrus. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING WITHOUT LIMITATION THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES AND THE LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE SITE.

By using the Site, you represent and warrant to Cirrus that:

  • (a) You are 18 years or older and have full power and authority to agree to these Terms;
  • (b) Your agreement to these Terms will not violate any other agreement or understanding to which you are a party;
  • (c) You are not currently restricted from using the Site; and
  • (d) You are not using the Site for reasons that are in competition with Cirrus.

Changes To the Terms Of Use

We may revise the Terms at any time without notice to you. The revised Terms will be effective when posted to the Site. You should revisit these Terms on a regular basis, as revised versions will be binding on you. You understand and agree that your continued access to or use of the Site after the effective date of changes to these Terms indicates your acceptance of such changes.

Ownership; Limited license to use the Site

We own all of the content that is made available in connection with the Site (“Site Content”), including but not limited to visual interfaces, interactive features, graphics, design, databases, the data contained therein, computer code, products, software, and all other elements and components of the Site. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Site and the Site Content, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Site Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Site Content are retained by us.

On the condition that you comply with all of your obligations under these Terms, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Site, through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Cirrus), to view information and use the Site in accordance with these Terms. Any other use of the Site is strictly prohibited and a violation of these Terms. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Site and all related items, including any and all copies made of the Site.

Acceptable Use

The Site and Site Content is made available for informational purposes only.

You must not:

  • violate these Terms, or use the Site to violate the rights of others;
  • republish or distribute material from the Site (including republication on another website) without our prior written consent;
  • sell, rent or sub-license material from the Site;
  • frame, mirror or otherwise simulate the appearance or function of the Site, or show any material from the Site in public without our prior written consent;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose without our prior written consent;
  • remove or modify any copyright or other intellectual property notices that appear on the Site;
  • access or use the Site in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair the Site, its computer systems or network;
  • attempt to gain unauthorized access to any parts of the Site or any user accounts, or any of the Site’s computer systems or networks;
  • charge any person for access to any portion of the Site, or any information therein; or
  • edit or otherwise modify any material on the website.

You must not use the Site in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, spidering, crawling or other technology or software used to access data) on or in relation to this website without Cirrus’s express written consent.

You must not use the Site for any purposes related to marketing without Cirrus’s express written consent.

Access to certain areas of the Site is restricted. Cirrus reserves the right to restrict access to other areas of this website, or indeed the entire Site, at Cirrus’s discretion.

Third Party Web Sites and Materials

The Site includes links to third-party products, services and websites, as well as materials provided by third parties (collectively, “Third Party Sites”). We do not endorse any Third Party Site and we take no responsibility for such products, services, websites, and materials. You further agree that we are not responsible for the availability or contents of such Third Party Sites. You understand that we have no obligation to, and generally do not, approve or monitor materials provided by third parties through the Site. Your use of Third Party Sites is at your own risk.

Indemnity

You agree to indemnify, defend, and hold Cirrus, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the "Cirrus Parties") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, including without limitation your breach of any representation or warranty contained herein, or (iii) the infringement by you of any intellectual property or other right of any person or entity. We reserve the right (but not the obligation), at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Cirrus Parties and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Cirrus. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Each of the Cirrus Parties is an express third party beneficiary of this indemnity with full rights to enforce its terms.

No warranties

CIRRUS PROVIDES THE SITE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CIRRUS PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

Limitations of liability

THE CIRRUS PARTIES DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA, IN EACH CASE ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE SITE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CIRRUS PARTIES’ COLLECTIVE MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THESE TERMS, THE SITE, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SITE. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Reasonableness

By using the Site, you agree that the exclusions and limitations of liability set out in these Terms are reasonable. If you do not think they are reasonable, you must not use the Site.

Other parties

You accept that, as a limited liability entity, Cirrus has an interest in limiting the personal liability of its shareholders, directors, officers and employees. You agree that you will not bring any claim personally against Cirrus’s shareholders, directors, officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect each of the Cirrus Parties.

Breaches of these Terms

Without prejudice to Cirrus’s other rights under these Terms, if you breach these terms and conditions in any way, Cirrus may take such action as Cirrus deems appropriate to deal with the breach, including suspending your access to the Site, prohibiting you from accessing the Site, blocking computers using your IP address from accessing the Site, contacting your internet service provider to request that they block your access to the Site and/or bringing court proceedings against you. The remedies available to Cirrus under these Terms are cumulative and not exclusive.

Governing Law

These Terms will be governed by and construed in accordance with California law, without regard to conflicts of law principles, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of the State of California located in the City of San Francisco. 

Any such dispute shall be resolved on an individual basis, and shall not be consolidated with any claim or controversy of any other party (including without limitation any class action claim).  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THE SITE AND THESE TERMS OF USE.

 

Suggestions And Improvements

By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, irrevocable, assignable, sublicensable, transferable license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Cirrus and its users any claims and assertions of any moral rights contained in such Feedback.

Notices and Questions

To send notices to Cirrus, or if you have any questions regarding these Terms, please contact us at info@cirrusidentity.com. We may provide you with notices, including those regarding changes to the Terms, by email, regular mail or communications through the Site.

General

We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.

Except as otherwise stated in “Indemnity” above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

If you are a subscriber to Cirrus services, your service relationship with Cirrus will be governed by a separate user agreement, and these Terms will apply only to your use of the Site.

Any failure on our part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Cirrus’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

The section titles in the Terms are for convenience only and have no legal or contractual effect.