Article 1. Purpose
Last updated: September 6, 2013
Effective as of: September 6, 2013
THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THE WEBSITE LOCATED AT WWW.CEREGO.COM (THE "SITE") AND THE CEREGO LEARNING PLATFORM SERVICE AND APPLICATIONS (COLLECTIVELY, THE “SERVICE”). YOU MAY ACCESS AND USE THE SERVICE EITHER DIRECTLY THROUGH THE SITE OR INDIRECTLY THROUGH OUR THIRD PARTY PARTNER WEBSITES AND/OR APPLICATIONS. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND CEREGO AND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICE AND THE SITE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, THE SERVICE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE AND/OR THE SERVICE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. CEREGO MAY MAKE CHANGES TO THE CONTENT AND THE SERVICE OFFERED ON THIS SITE AT ANY TIME.
NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
General Use Restrictions
Cerego provides learning experiences and courses on the Cerego platform Service covering a variety of topics. As part of the Service, Cerego provides certain courses free of charge as well as other various documents, manuals and information, content, logos, graphics and images on the Site and within the Service (together, the "Content"). There may be a limit on the amount and types of Content that you can access and use. Cerego also may provide certain courses (“Premium Content”) and/or certain features from within the Premium Content (“Premium Features”), in each case that are only available to use if you purchase a paid subscription.
Additionally, Cerego provides certain users with the ability to create courses on the Service (“User Generated Courses”). Note that certain Content, Premium Content, Premium Features and/or User Generated Courses may have additional eligibility or usage requirements, as specified on the course page.
Collectively, Content, Premium Content and User Generated Courses are referred to as “Courses.” If you remove any Course from your library, and you do not have a current Premium Content subscription, you may not be able to access your previous progress on that Course. You acknowledge and agree that Cerego may remove all or a part of any Course from the Service in the event of a claim as described in the Section below titled "Copyright and Trademark Infringements."
Content, Premium Content and Premium Features
The Content, Premium Content and Premium Features are made available to you by Cerego and are the copyrighted and/or trademarked work of Cerego or Cerego's contributors. Cerego grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Content and Premium Content and to use the Site and Service solely for your personal or internal business use. Your rights to use free Content continue until terminated by Cerego in our discretion. Your rights to use Premium Content and Premium Features continue for the subscription period for which you have paid.
Except for the limited permission above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content, Premium Content, Premium Features, the Site or the Service in any manner. You shall not distribute the Content, Premium Content, Premium Features, or the Service in any manner to any third party. If Content or Premium Content is removed from the Service so that new users cannot use or access the Content or Premium Content, Cerego may use commercially reasonable efforts to allow users that previously used or accessed the removed Content or Premium Content to continue to access the Content and Premium Content Course and Course elements that are stored in their library until the user’s access to the Service is terminated or suspended. Cerego, however, does not guarantee that a user will be able to access the Content and Premium Content Course and Course elements that are stored in a user’s library after the particular Content or Premium Content is removed from the Service.
User Generated Courses
Cerego provides certain software tools as part of the Service that allow you to create User Generated Courses. Cerego grants you a limited, personal, non-exclusive and non-transferable license to use the software tools solely to make User Generated Courses available on the Service. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the software tools. You shall not distribute the software tools in any manner to any third party. Your rights to use the software tools continue until these Terms are terminated or until your authorized access to the Service is terminated or suspended.
If you have created a User Generated Course on the Service, you retain rights to your User Generated Course. As a creator of a User Generated Course, you may be given the option to specify whether your course will be publicly available, private, or which other Service users and/or groups of users will be able to access and use your User Generated Course. You grant to: (i) Cerego, a non-exclusive, worldwide, perpetual license to make your User Generated Content available on the Service and (ii) other users or users in groups that you select, if applicable, a non-exclusive, worldwide, perpetual license to use your User Generated Content for their personal or internal business use. Cerego DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO ALLL USER GENERATED COURSES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Cerego makes no guarantees that the User Generated Courses will be available on the Service for any minimum amount of time or any time. As a creator of a User Generated Course on the Service, you may elect to remove the User Generated Course from the Service so that new users cannot use or access the User Generated Course. In such event, users that previously used or accessed the User Generated Course will still be able to access the User Generated Course and/or individual materials from the User Generated Course stored in their library. You agree to comply with the conditions and restrictions set forth in the Section titled “Your Responsibilities.”
Cerego may, but has no obligation to, promote or market any User Generated Courses. You acknowledge and agree that Cerego may use various mechanisms to determine the prominence of any listings of your User Generated Courses on the Services. Any marketing or promotion of your User Generated Courses will be in Cerego’s sole discretion.
Registration and participation on the Site and the Service is restricted to: individuals over 18 years of age; emancipated minors; users under age 18 who possess legal parental or guardian consent; and users under age 13 whose parent or guardian has provided prior verifiable consent to us. In addition, those who wish to register and participate must meet the minimum requirements laid out in these Terms.
You may be given access to certain password protected areas of the Site and the Service. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Cerego immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Service. You shall not, and shall not attempt to, access any data of another Cerego customer if you are not an authorized user under such customer account or library.
Payment and Electronic Communications
If you purchase a paid subscription to Premium Content and/or Premium Features, you are expressly agreeing that Cerego is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Cerego in connection with your purchase of applicable Premium Content and/or Premium Features on this Site (“Charges”). The Charges will be billed to the credit card or PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable. If payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance of the applicable Premium Content and/or Premium Features being provided, Cerego reserves the right to either suspend or terminate your access to the Site and/or any Premium Content and/or Premium Features offered through the Site and terminate these Terms. All purchases of the Premium Content and/or Premium Features are non-cancellable and all charges are non-refundable.
By using the Site and/or purchasing the Premium Content and/or Premium Features, you consent to receiving electronic communications from Cerego. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site, Premium Content and/or Premium Features. These electronic communications are part of your relationship with Cerego and you receive them as part of your purchase of the Premium Content and/or Premium Features. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
If you have purchased a paid subscription to the Premium Content and/or Premium Features, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period unless you have terminated your subscription prior to the next renewal period. You may terminate your subscription to the Premium Content and/or Premium Features at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded.
You acknowledge and agree that Cerego will automatically charge your credit card or Paypal account on record with Cerego for the then-current subscription period upon the commencement of any renewal period.
Third Party Content
Certain information and other content appearing in advertisements or sponsorships on the Service may be the material of third party licensors and suppliers to Cerego ("Third Party Content"). Third Party Content does not include any Courses offered on the Service. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. Cerego DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Links to Third Party Sites
This Site may be linked to other sites that are not Cerego sites. Cerego is providing these links to you only as a convenience, and Cerego is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.
Any text, feedback on courses or learning environments or other information that you submit, post or otherwise make available on the Site and the Service, such as comments and suggestions, are "Submissions." Submissions do not include Courses that are offered on the Service or created on the Service.
You, and not Cerego, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership. You agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users on the Site. You agree that Cerego is free to use a Submission on an unrestricted basis for any purpose and you grant Cerego a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission. However, under the foregoing license, Cerego shall not have the right to sell ownership rights to your Submission.
You agree that Cerego may incorporate Third Party Content on, in and/or around your Submissions and/or User Generated Courses. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO Cerego, SUCH AS YOUR SUBMISSIONS. If you use our software tools to pull content from other sources on the Internet to create User Generated Courses, you agree that you have all necessary rights and permissions to use such content and to create the User Generated Courses using that content. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Generated Courses that you make. You represent and warrant that: (i) you own all Submissions and/or User Generated Courses posted by you on or through this Site or otherwise have the right to grant the licenses to Cerego set forth in this section, and (ii) the posting of your Submissions and/or User Generated Courses on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Generated Courses posted by you to or through this Site. Cerego shall have no obligation to pay you any fees or royalties for your Submissions and/or User Generated Courses.
When making Submissions and/or User Generated Courses to or otherwise using the Site and/or the Service offered on the Site, you agree not to, without limitation:
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity.
- Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- Submit anything that exploits children or minors or that depicts cruelty to animals.
- Submit any copyrighted or trademarked materials without the express permission from the owner.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
This list of prohibitions is an example and is not complete or exclusive. These prohibitions do not require Cerego to monitor, police or remove any Submissions and/or User Generated Courses or other information submitted by you or any other user. Cerego reserves the right to (a) terminate ability to post to the Site and (b) refuse, delete or remove any Submissions and/or User Generated Courses; with or without cause and with or without notice, for any reason or no reason, or for any action that Cerego determines is inappropriate or disruptive to the Site, services offered on the Site or to any other user of the Site and/or services offered on the Site. Cerego may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Cerego’s discretion, Cerego will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
You understand that your interactions and dealings with other users of the Site are solely between you and such other user. Cerego shall not be responsible for any loss or damage of any sort incurred as a result of any such interactions and/or dealings and Cerego will have no obligation to become involved in such dispute.
Unauthorized use of any Courses, the Service or Third Party Content contained on this Site may violate certain laws and regulations. You agree to indemnify and hold Cerego and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Cerego or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Generated Courses and/or that your use of the Courses, the Service or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Cerego may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Cerego's discretion, Cerego will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, the Service or on the Internet.
Cerego is a trademark of Cerego in the United States and around the world. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on this Site and the Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Cerego, Copyright © 2013 Cerego LLC All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Copyright and Trademark Infringements
CEREGO respects the intellectual property of others, and we ask you to do the same. CEREGO may, in appropriate circumstances and at our discretion, terminate access to the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on the Site, please provide CEREGO’s copyright agent the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CEREGO to locate the material.
Information reasonably sufficient to permit CEREGO to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
CEREGO’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
By mail: 433 California St, Suite 1030
San Francisco, CA 94104 USA
By phone: 650-515-2070
By e-mail: email@example.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
A physical or electronic signature of the user.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Such written notice should be sent to our designated agent as follows:
By mail: 433 California St, Suite 1030
San Francisco, CA 94104 USA
By phone: 650-515-2070
By e mail: firstname.lastname@example.org
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items through Cerego’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
Disclaimer of Warranties
Your use of this Site and/or the Service is at your own risk. Neither the Courses, the Service or Third Party Content nor Submissions have been verified or authenticated in whole or in part by Cerego, and they may include inaccuracies or typographical or other errors. Cerego does not warrant the accuracy or timeliness of the Courses, Submissions or the Third Party Content contained on this Site. Cerego has no liability for any errors or omissions in the Courses, and/or the Third Party Content, whether provided by Cerego or our licensors.
CEREGO, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY MATERIALS, SUBMISSIONS, COURSES, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS, COURSES, AND THE THIRD PARTY CONTENT. CEREGO DOES NOT GUARANTEE THAT YOU WILL LEARN OR MAKE ANY PROGRESS IN YOUR LEARNING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, MATERIALS, SUBMISSIONS, COURSES, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CEREGO DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability
CEREGO SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS, COURSES, OR THIRD PARTY CONTENT TO OR FROM THIS SITE OR THE SERVICES. IN NO EVENT SHALL CEREGO BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF CEREGO KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE AND CEREGO SHALL NOT BE LIABLE IN THE AGGREGATE FOR MORE THAN TWO HUNDRED DOLLARS ($200.00).
Local Laws; Export Control
Cerego controls and operates this Site and the Service from its headquarters in the United States of America and the Courses and/or Third Party Content may not be appropriate or available for use in other locations. If you use this Site or the Service outside the United States of America, you are responsible for following applicable local laws.
DISPUTE RESOLUTION AND BINDING ARBITRATION PROVISION
Definitions. As used in this Arbitration Provision, "Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Service. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.
Informal Efforts to Resolve Dispute. If a dispute arises between you and Cerego, you should first attempt to resolve it by contacting email@example.com We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.
Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) you may assert Claims in a small claims court in the United States if your Claims meet the court's jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO YOU ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED.
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THESE TERMS BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICE CENTER LISTED BELOW. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH US, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF SERVICE TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the AAA's rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, We agree to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.
Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules if you are a resident of the United States; if your use of the Services has been principally for personal or household use, the AAA's Supplementary Procedures for Consumer-Related Disputes will also apply. If you are a resident of a country other than the United States, the arbitration will be conducted by the AAA's International Centre for Dispute Resolution in New York, NY, under its rules for international arbitration, and you and we agree to submit to the personal jurisdiction of the U.S. federal court in New York, NY, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.
The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If you and we can't agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA's rules are available at www.adr.org, or by calling the number(s) provided at www.adr.org. Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.
Time Restriction. YOU MUST FILE A COMPLAINT WITH THE AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.
Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for you.
The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.
In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act.
Recovery and Attorneys' Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then we will (i) pay you 150% of your arbitration damages award, up to $1,000 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. The right to attorneys' fees and expenses discussed above supplements any right to attorneys' fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys' fees or costs. If your use of the Services was principally for personal or household use, Cerego.com waives any right it may have to seek an award of attorneys' fees and expenses from you in connection with any arbitration of Claims between us.
Confidentiality. You and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.
Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Service and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.
These Terms may be changed, modified, supplemented or updated by Cerego from time to time. If Cerego makes a material change to these Terms that will affect an existing paid subscription, Cerego will notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Cerego at firstname.lastname@example.org within thirty (30) days after receiving notice of the change. If you notify Cerego as required, then you will remain governed by these Terms in effect immediately prior to the change until the end of your current subscription for the affected Services. If the affected purchased Services are renewed, it will be renewed under Cerego’s then current Terms. For free, trial or beta Service, Cerego will post a change notice on the Service and/or your account page and you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use such free, trial or beta Services after such changes to the Terms are posted.
If you violate these Terms, Cerego may terminate and/or suspend your access to this Site and/or the Service without notice; except that if you have purchased Premium Content and/or Premium Features, Cerego will provide you with notice of termination or suspension. Upon any termination, you agree to immediately destroy any downloaded or printed Courses and to cease using the Site and the Service.
California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Cerego's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Cerego and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Cerego about this Site and the Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.