Cintoo US Inc., its parent and/or affiliates (collectively “Cintoo”,
“us”, “we” or “our”),
offer cloud-based solutions (“Services”) via the website hosted at the
URL https://www.cintoo.com (the “Site”). Cintoo owns and operates the
Site. These website terms and conditions of Use (“Terms and Conditions of
Use”)
regulate your use of the Site. These Terms and Conditions of Use form a binding
agreement
between
you, visitor and/or user of this Site (“you”) and us.
BY ACCESSING OR USING THE SITE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREEE TO
BE BOUND
BY
THESE TERMS AND CONDITIONS OF USE AND TO THE COLLECTION, USE AND DISCLOSURE OF YOUR
PERSONAL
INFORMATION AS SET FORTH IN OUR WEBSITE PRIVACY POLICY AND SERVICES PRIVACY POLICY (WHEN
APPLICABLE), WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SITE OR ANY SERVICES.
If you do not agree with these Terms and Conditions of Use, you should not use the Site.
1 ACCESS TO OUR SITE AND TOOLS
1.1 General.
1.1.1 Purposes. We use the Site to
promote and
provide information on Cintoo’s Services and allow you to subscribe to our Services on
the
Site. Specific sections in our Site may contain additional functionalities. For example,
you may
be
able submit an online request when you visit our Site, and/or to receive newsletters
relating to
Cintoo’s Services and initiatives. Such sections, including but not limited to the
section to
allow you to subscribe to Cintoo’s Services online, will be regulated by specific terms
and
conditions. We, thus, invite you to review such specific terms and conditions, when
applicable.
1.1.2 Eligibility. To use the Site, you
must be
the
age of majority in your jurisdiction and fully able and competent to enter into the
terms,
conditions, obligations, affirmations, representations and warranties set forth in these
Terms
and
Conditions of Use and to abide by and comply with these Terms and Conditions of Use. You
represent
that you meet the eligibility requirements in this Section. In any case, you affirm that
you are
over the age of 18 years old, as our Site is not intended for children under 18 years
old. If
you
are using this Site or opening an account on behalf of a third party, company, entity or
organization, your use of the Site constitutes that third party’s acceptance of these
Terms
and Conditions of Use. We reserve the right to revoke your ability to access our
Services
offered on
the Site for any reason, at any time including as a result of a violation of these Terms
and
Conditions of Use or Privacy Policy without notice.
1.1.3 License to Use the Site. Subject to your compliance with these Terms and Conditions of Use, we grant you a limited, personal, non-exclusive, non-sub licensable, non-transferable, and revocable right to access the Site. We reserve the right to monitor your use of the Site for the purpose of determining that your usage complies with these Terms and Conditions of Use.
1.1.4 Prohibited Conduct. In order to
use this
Site
or the Services offered by this Site, you agree not to engage in any of the following
prohibited
activities:
(i) copying, distributing, or disclosing any part of the
Site in any
medium, including without limitation by any automated or non-automated “scraping”;
(ii) using any automated system, including without
limitation
“robots,”
“spiders,” “offline readers,” etc., to access the Site in a manner that
sends more request messages to the Cintoo servers than a human can reasonably produce in
the
same
period of time by using a conventional on-Cintoo web browser (except that Cintoo grants
the
operators of public search engines revocable permission to use spiders to copy materials
from
our
Site for the sole purpose of and solely to the extent necessary for creating publicly
available
searchable indices of the materials, but not caches or archives of such materials);
(iii) transmitting spam, chain letters, or other unsolicited
email;
(iv) attempting to interfere with, compromise the system
integrity
or
security or decipher any transmissions to or from the servers running the Service;
(v) taking any action that imposes, or may impose at our
sole
discretion
an unreasonable or disproportionately large load on our infrastructure;
(vi) uploading invalid data, viruses, worms, or other
software
agents
through the Site or Services;
(vii) collecting or harvesting any personally identifiable
information,
including account names, from the Site;
(viii) using the Site for any commercial solicitation
purposes;
(ix) impersonating another person or otherwise
misrepresenting your
affiliation with a person or entity, conducting fraud, hiding or attempting to hide your
identity;
(x) interfering with the proper working of the Site;
(xi) accessing any content on the Service through any
technology or
means other than those provided or authorized by the Site; or
(xii) bypassing the measures, we may use to prevent or
restrict
access
to the Site, including without limitation features that prevent or restrict use or
copying of
any
content or enforce limitations on use of the Site or the content therein.
We may, without prior notice, change the Site; stop providing any Services or features of
the
Site,
to you; or create usage limits for the Site.
1.2 Account
Registration
and Use.
1.2.1 Account Registration. You may be
able to
subscribe to our Services online (each such subscription, a
“Transaction”).
You will need to create an account. In any situation, you will have to provide us with
complete
and
accurate required personal information in order to complete your Transaction. You must
promptly
update such information to keep it complete and accurate. By creating an account, you
represent
and
warrant that all required account information you submit is truthful and accurate and
that you
will
maintain the accuracy of such account information.
1.2.2 Security of your Account. You are
entirely
responsible for maintaining the confidentiality of your passwords and will be solely
liable for
any
loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of
someone else using your passwords or account, either with or without your knowledge. You
will
also
be liable for losses, damages, liability, expenses and attorneys’ fees incurred by
Cintoo or a
third party due to someone else using your passwords or account. You agree to notify us
immediately
of any unauthorized use of your account or any breach of security.
2 USER CONTENT
2.1 Definition.
Any
text, photographs, artwork, ideas, questions, reviews, comments, suggestions or other
content
that
you submit or post to the Site or otherwise provide to us are referred to as “User
Content”.
You retain ownership of your User Content.
2.2 License
Grant.
By
sharing, submitting or uploading any User Content, you grant Cintoo a worldwide,
perpetual,
irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to
use, copy,
distribute, display, publish, perform, sell, transmit, adapt, translate, modify,
reverse-engineer,
disassemble and create derivative works from your User Content in any manner existing
now or
created
in the future.
2.3 Your
Responsibility for User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical
or mental
injury, emotional distress, death, disability, disfigurement, or physical or mental
illness to
you,
to any other person, or to any animal; (ii) may create a risk of any other loss or
damage to any
person or property; (iii) seeks to harm or exploit children by exposing them to
inappropriate
content, asking for personally identifiable details or otherwise; (iv) may constitute or
contribute
to a crime or tort; (v) contains any information or content that we deem to be unlawful,
harmful,
abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal
privacy
or
publicity rights, harassing, humiliating to other people (publicly or otherwise),
libelous,
threatening, profane, or otherwise objectionable; (vi) contains any information or
content that
is
illegal. You agree that you are solely responsible for all User Content that you post on
the
Site.
Accordingly, you represent and warrant that (1) you have all rights, licenses, consents
and
releases
necessary to grant us the required rights to disseminate any User Content and (2)
neither your
User
Content nor your posting of your User Content or our use of your uploaded User Content
on the
Site,
will infringe, misappropriate or violate a third party’s patent, copyright, trademark,
trade
secret, moral rights or any other intellectual property rights or rights of publicity or
privacy
or
result in the violation of any applicable law or regulation.
2.4 No Obligation
Regarding
User Content.
We will not have any obligation to hold any User Content in confidence or compensate you
or
anyone
else for its use. We have the right to remove or edit any User Content for any reason or
no
reason
at all.
3 INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT
3.1 Intellectual
Property
Rights, Cintoo Content.
All content (other than User Content) on the Site or otherwise made available via the
Site,
including the text, notes, graphics, photos, sounds, music, videos, interactivities and
the like
(“Content”),
the trademarks, service marks and logos contained therein (“Marks”),
the design of the Site (“Site Design”), and all software and other
technology used to provide the Site (“Technology”), are owned by or
licensed to Cintoo and/or its affiliates. Content is provided to you “as is” for your
information and personal use only and may not be used, reproduced, distributed,
transmitted,
broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes
whatsoever.
We
reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design
and
Technology. Using the Site and/or Services does not give you any ownership of or right
in or to
any
Content, Marks, Site Design and Technology.
3.2 Third-Party
Content.
The Site may contain links to and content from third-party websites, advertisers,
services,
special
offers, or other events or activities that are not owned or controlled by Cintoo. Cintoo
does
not
endorse or assume any responsibility for any such third-party sites, information,
materials,
Services, or services. If you access a third-party website from the Site, you do so at
your own
risk, and you understand that this Terms and Conditions and Privacy Policy do not apply
to your
use
of such sites. You expressly relieve Cintoo from any and all liability arising from your
use of
any
third-party website, service, or content.
4 WARRANTIES AND DISCLAIMES
4.1 No
Warranties.
THE
SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CINTOO DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AND ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRIGEMENT.
4.2 Use of Site is
at Your
Own Risk.
CINTOO DOES NOT REPRESENT OR WARRANT THAT THE SITE OR EMAILS SENT TO YOU WILL BE
UNINTERRUPTED,
ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL
BE
ACCURATE
OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU
WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF
MATERIAL OR DATA. WE WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT ON THE SITE,
ANY LINKS
TO
THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES.
4.3 Rights may vary
from
State to State.
Some States do not allow exclusion of implied warranties, so these exclusions may not
apply in
individual cases. Your rights may vary from state to state. To the extent that we may
not, as a
matter of law, disclaim any implied warranty, the scope and duration of such warranty
will be
the
maximum permitted under such applicable law.
5 LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
CINTOO,
ITS
AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR
ANY LOSS
OF
PROFITS, LOSS OF DATA OR FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES
FOR ANY
USE OF
THIS SITE, INCLUDING BUT NOT LIMITED TO, ANY LOSS OF PROFITS, LOSS OF DATA,
BUSINESS
INTERRUPTION, EVEN IF CINTOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
EVEN IF A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS
DISCLAIMER
SHALL APPLY REGARDLESS OF THE NATURE OF YOUR CLAIM, WHETHER BASED IN CONTRACT, TORT
(INCLUDING
NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTES OR OTHEWISE. SOME JURISDICTIONS
LIMIT OR DO
NOT
PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
6 INDEMNIFICATION
You agree to defend, indemnify and hold harmless Cintoo and
its
subsidiaries, agents, licensors, managers, and other affiliated companies, and their
employees,
contractors, agents, officers and directors, from and against any and all claims,
damages,
obligations, losses, liabilities, costs or debt, and expenses (including but not limited
to
attorney's fees) arising from: (i) your use of and access to the Site, including any
data or
content
transmitted or received by you; (ii) your violation of any term of these Terms and
Conditions of
Use; (iii) your violation of any third-party right, including without limitation any
right of
privacy or intellectual property rights; (iv) your violation of any applicable law, rule
or
regulation; (v) any claim or damages that arise as a result of any of your User Content
or any
that
is submitted via your account; (vi) any other party’s access and use of the Site with
your
unique username, password or other appropriate security code or (vii) alleging bodily
injury,
death,
property damage or other damages arising from your or a third party’s use or misuse of
any
Product purchased by you on the Site.
7 USER CONSENT TO RECEIVE COMMUNICATIONS IN
ELECTRONIC
FORM
For contractual purposes, you (a) consent to receive
communications
from
us in an electronic form via the email address you have submitted; and (b) agree that
all Terms
and
Conditions of Use, agreements, notices, disclosures, and other communications that we
provide to
you
electronically satisfy any legal requirement that such communications would satisfy if
it were
in
writing. The foregoing does not affect your non-waivable rights.
We may also use your email address, to send you other
messages,
including
information about the us and special offers. You may opt out of such email by changing
your
account
settings or sending an email to privacy@cintoo.com. Opting out may prevent you from
receiving
messages regarding Cintoo or special offers.
8 COPYRIGHT INFRINGEMENT; NOTICE AND TAKE DOWN
PROCEDURES
We respect the intellectual property of others and we expect
our
users of
our Site to do the same. In connection with our Site, we have adopted and
implemented a
policy
respecting copyright law that provides for the removal of any infringing materials and
for the
termination, in appropriate circumstances, of users of our online Site and Services who
are
repeat
infringers of intellectual property rights, including copyrights, in compliance with the
Digital
Millennium Copyright Act of 1998 (“DMCA”).
If you believe that one of our users is, through the use of
our Site
and
Services, unlawfully infringing the copyright(s) in a work, and wish to have the
allegedly
infringing material removed, please complete the following DMCA Notice and deliver it to
our
designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you
claim to
have
been infringed;
- identification of the material on our services that
you
claim is
infringing and that you request us to remove;
- sufficient information to permit us to locate such
material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that
use of
the
objectionable material is not authorized by the copyright owner, its agent, or
under the
law;
and
- a statement that the information in the notification
is
accurate,
and under penalty of perjury, that you are either the owner of the copyright
that has
allegedly
been infringed or that you are authorized to act on behalf of the copyright
owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any
misrepresentation of material fact (falsities) in a written notification automatically
subjects
the
complaining party to liability for any damages, costs and attorney’s fees incurred by us
in
connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Cintoo is:
Attn: DMCA Notice
Address: Cintoo US Inc. 990 Biscayne Blvd., Suite 701, Miami, FL 33132, USA
Email: privacy@cintoo.com
9 TERM AND TERMINATION
9.1 Term and
Termination.
These Terms and Conditions will become effective and binding when you use our Site and
until
terminated by you or us. We reserve the right to terminate these Terms and Conditions of
Use,
your
Account, and your access to the Site and Services at any time without notice and without
liability
to you. You may also delete your Account at any time, for any reason, by following the
instructions
on the Site.
9.2 Suspension or
Termination. We may deny your access to
your Account, Site at any time for any reason (such as breach of these Terms and
Conditions of
Use)
or no reason. If we terminate for no reason, we will fulfill our obligations related to
any
order
outstanding at the time of termination or will refund you the order, if applicable.
10 MISCELLANEOUS MATTERS
10.1 Force
Majeure.
We
shall not be liable for damages for any delay or nonperformance resulting from a) delays
in
receipt
of final specifications, information, or instructions from you, (b) changes in
specifications or
instructions, or (c) force majeure, including without limitation, acts of God, strikes,
riots,
labor
disturbances, material shortages, nonperformance by subcontractors or suppliers,
abnormal
manufacturing conditions or costs, delays or failures of carriers or communications,
fire,
flood,
storms, ice, snow, accident, war, explosion, accidents, epidemics, governmental orders
or
regulations or inability to secure any necessary governmental or other permits, court
orders, or
any
other reason beyond our reasonable control.
10.2 Governing Law;
Venue. These Terms and Conditions of
Use and any disputes arising out of your use of the Site, shall be governed by and
construed in
accordance with the laws of the State of California, without giving effect to any
conflict of
law
provisions thereof. Any litigation, suit or other proceeding regarding the rights or
obligations
of
the parties hereunder shall be conducted exclusively before the state and federal courts
in and
for
San Francisco County, California, and the parties specifically consent to the venue of
San
Francisco. The United Nations Convention on Contracts for The International Sale of
Goods, the
Uniform Law on the Formation of Contracts for the International Sale of Goods, and any
international
discovery and service of process conventions will be inapplicable.
10.3 Severability.
Each
of these Terms and Conditions of Use is severable from the others, and Cintoo’s rights
and
remedies herein are cumulative and in addition to those available at law or in equity.
In the
event
that any portion of these Terms and Conditions of Use is determined in any suit or
proceeding to
be
invalid or unenforceable, such determination shall not affect the remaining Terms and
Conditions,
all of which shall remain valid and enforceable.
10.4 Waiver.
A
waiver of
any condition or default is not a waiver of any subsequent default.
10.5 Notices.
All
notices and communications to be given under these Terms and Conditions of Use shall be
in
writing
and (i) if to Cintoo, delivered personally or sent by pre-paid, first class certified or
registered
mail, return receipt requested or by overnight courier: Cintoo US Inc. 990 Biscayne Blvd.,
Suite 701, Miami, FL 33132, USA, Attn: Legal Notices; or (ii) if to you, by email.
10.6 Assignment.
You
may
not assign or otherwise transfer any rights hereunder without our prior consent, and any
such
attempt is void. These Terms and Conditions of Use are binding upon and for the benefit
of the
respective successors and assigns of the parties hereto.
10.7 Entire
Agreement.
These Terms and Conditions of Use constitute the entire Agreement between us and you and
expressly
supersede and replace any prior or contemporaneous agreements, whether written or oral,
relating
to
the governing order acknowledgement, including any terms and conditions on any of other
documents or
purchase orders and any prior offers by trade show representatives and demonstrators.
This
Agreement
shall be binding upon the parties and their respective successors and assigns. If any
provision
of
this agreement is held to be invalid or unenforceable, that provision shall be severed
from the
Agreement and the remainder of the Agreement shall remain in full force and effect.
Last Updated on October 22, 2020