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CDN110

Terms of Use 

By purchasing and using our software, you agree to these terms.

Cyber Defense Network

Terms of Use

Last Updated on June 10, 2020

Celerium Inc. (“Celerium”) is the owner and provider of various cyber defense solutions and services, including the Cyber Defense Network (“CDN”), an innovative family of cybersecurity solutions.

The following terms of use (“Terms”) govern your access to and use of the CDN, including the services, applications, online solutions and websites (“Sites”), including any features and/or functionality of the Site(s), used by Celerium to provide the CDN (“Services”). By using the Services, you agree to be bound by these Terms.

In these Terms, "Site" or "Sites" refers to celerium.com, cdn110.net, cdnnexus.com and includes additional websites we may subsequently implement.  

The terms "Celerium," "we," "us," or "our" refer to Celerium.com and Celerium Inc. and include our affiliates, subsidiaries and sub-licensees. 

These Terms constitute an agreement (“Agreement”) made between Celerium and any person accessing one the CDN Services (“you” or “your”) with respect to your access and use of our Sites and/or Services.   If you are using one of our Services for an organization, you agree to these Terms on behalf of that organization.  Each time you access one of our Services, you are agreeing to these Terms as a condition of your continuing to access, view or use the Site or Service.

Celerium reserves the right, in its sole discretion, to deny access to and/or use of our Sites or Services to any applicant for any reason. 

Updates to Terms; Promotional Content; Accessibility

We may change, add or remove portions of these Terms at any time by notifying you of the change in writing, which may be by email, or by updating the date above after “Effective Date”.  Such changes will become effective immediately upon posting, and your continued use of the Service or Site following the posting of updated Terms will indicate acceptance by you of such terms and conditions.

Areas of the Site or Services may include use of a promotional message box or other promotional messaging, where we may share information concerning upcoming briefings, webinars or introduce our Services or solutions that may be relevant and of interest to you.  
In addition, certain Content curated from third parties may include promotional messages and links from such third parties promoting their products or services, over which Celerium has no control. Being exposed to such promotional messages is a condition of accessing the Site and/or Services. The existence of any third-party promotional content does not indicate an endorsement by Celerium of such third-party’s products, services or linked sites. Unless otherwise indicated, the linked sites are not under our or any of our affiliated companies’ control, and we are not responsible for the content, security or privacy of any linked site or any link contained in any promotional message.

You agree that from time to time the Site may be inaccessible or inoperable for any reason, including without limitation:  (i) equipment malfunctions; (ii) periodic maintenance that we may undertake from time to time; or (iii) causes beyond our control, whether or not foreseeable

Membership

Only approved registered users (“Members”) agreeing to these Terms are authorized to access and use the CDN.

During the registration process, each Member will become part of one or more community networks (“Member Community”). Members are restricted to certain areas of the CDN based on the Member Community for which it is registered. Depending on the type of CDN Service and Member, Members may communicate and share Content with other Members in the Member Community. Member agrees to abide by the rules, terms and/or conditions established by the owner or operator of such community whether Celerium or a specified designate.

Authorized Users

Only Member’s registered authorized users (“Authorized Users”) may access and use Member’s CDN account. Each Authorized User must be an employee or contractor of Member. Member and its Authorized Users must not permit any other person or entity to access the CDN, without Celerium’s prior written consent. Member must ensure all Authorized Users adhere to these Terms, and shall remain responsible for all activity under its Member Account and the conduct of its Authorized Users as to their access and use of the CDN.

Cyber Threat Intelligence and Information Sharing

The CDN family of solutions provides a wide range of information sharing opportunities. Depending on the type of CDN solution and the Members, these functions may include, but are not necessarily limited to:

  • The ability for CDN to share one-way information from private or public sources to Members.
  • The ability for Members to comment or rate information provided by CDN.
  • The ability for selected Members to share curated or original information with different Members of the Member Community.
  • The ability for any Member within a Member Community to comment on activity (potentially anonymously) with other Members.
  • The ability for any Member to provide Feedback (as defined below) to Celerium concerning features or Content of the CDN, support information, problem resolution information, etc.
  • The ability for Members to potentially comment or engage in discussions or chats about (anonymously or not) specific threats or about general industry issues.

Members have the ability to decide what information they desire to share. In all cases, Members must use their own judgement as to what information they choose to share and do so at Member’s own risk. Celerium is not responsible for information that may accidentally be shared with others; nor is Celerium responsible for information or opinions shared by any Member or any information source relating to its accuracy, benefit, etc.

Types of Content

As used in these Terms, "Content" means, collectively, the text, data, graphics, images, scripts, photos, video files, audio files, and all meta data made available through the Site or Services, regardless of who created or uploaded the Content. Content that is dated is current only as of that date. Unless otherwise specified, the term Content refers to all Content, including but not limited to the following:

"Celerium Content" means the Content we create or have created for us, and which we upload to the Site and/or Services.

"Third-party Content" means Content created by a third party that is uploaded to the Site and/or Services or information that is in the public domain which we display on our Site and/or Services. Unless otherwise specified, Celerium does not pre-screen, edit or fact-check Third-party Content, and you agree that Celerium is not responsible for such content or messaging. Third-party Content also includes the statements made by parties other than Celerium found in our articles or videos. The dissemination of any content or messaging through CDN by third parties shall not be viewed as any endorsement, sponsorship, agreement, publication, or distribution of such content or messaging by Celerium.

“Member Content” means, collectively, the Content which Members create and/or upload to the CDN, and which is intended to be visible to Community Members. Member Content may include, but is not necessarily limited to, rating indicators, comments, opinions, actions, questions, as well as comments to other Content, or other information of interest to the Member Community. Unless expressly stated otherwise, Celerium does not screen, edit, verify or validate any Member Content. Member agrees that any Content found on or through the CDN is the sole responsibility of the Member from whom it originated, and Member is responsible for all Member Content that originates with its Authorized Users. In no event shall Celerium be responsible for any Member Content.

As between you and Celerium, you retain ownership and any intellectual property rights in and to any copyrighted materials contained in your Member Content. While you retain your rights to your Member Content, by submitting Member Content to the CDN, you grant Celerium a royalty-free, worldwide, non-exclusive and perpetual right to use and display your Member Content for the sole purpose of sharing the Content within your Member Community through the CDN.

Celerium reserves the right to remove and permanently delete any Member Content at any time and for any reason, without notice to the Member who created or uploaded such Content. Celerium is not obligated to accept, display, maintain or monitor any Member Content whether or not it complies with these Terms. Celerium’s failure to accept, display, maintain or monitor any Member Content does not give you any right to make a claim against Celerium.

By submitting Member Content to the CDN, you represent and warrant that you own the copyrights, trademarks or other forms of intellectual property in connection with such Content, or you have the right to upload it to the CDN. If you do not have the right to submit such Content, it may subject you to liability. Members agree that they will not submit Member Content in violation of these Terms.

Feedback and Other Information Submitted to Celerium

As a Member of CDN, you may submit feedback, ideas, questions, opinions, responses to surveys or questionnaires, chat communications, rankings of the Site, Service or Content, interest profiles, support mechanisms, and the like (collectively, “Feedback”). Feedback will only be used internally by Celerium to improve or enhance our Sites or Services.

Any and all Feedback provided by you will be the property of Celerium for the uses specified above. You hereby assign to Celerium all right, title and interest worldwide in such Feedback and any and all related intellectual property rights therein, and you agree to assist Celerium, at Celerium’s expense, in perfecting and enforcing any such rights.

Ownership

Celerium, its potential advertisers, sponsors and licensors, as the case may be, owns all right, title and interest, including all worldwide intellectual property rights in: the Site and/or Services, and the organization, compilation, look and feel of the Site and/or Services, advertisements appearing on or linked to or from the Site or Services, trademarks, service marks and logos contained on the Site or Services and all other code, scripts, data and meta data appearing on, or incidental to the storage and display of the Content. The Site, Services and all Celerium Content, including the layout and display features of any Content, and the layout and design of any public information that we display are collectively referred to as "the IP."

You may access and use the IP solely for your own internal business and non-commercial use. You may not transfer, assign, sell, sublicense or re-license this right of access and use to anyone without Celerium’s prior written consent. This right of access and use does not convey any ownership rights whatsoever; it is merely a limited license exclusive to you and to you only. 

All of the IP, unless otherwise noted, is under copyright to Celerium or its Third-party Content providers. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary right notice incorporated in or accompanying the IP, without our prior written consent.

You may not sell, publish, distribute, retransmit, rearrange, modify, prepare derivative works based on, perform, display, broadcast, sell, license, provide others with access to the Site or Services, or otherwise exploit the IP without Celerium’s prior written consent.

No Content on our Site or Services may be scrubbed, framed, copied, reproduced, republished, uploaded, posted, transmitted, distributed, scraped, harvested, spidered and/or exploited in any way, including by email or other electronic means for commercial use without proper license agreements with Celerium. Such use of the Content is considered theft and may be subject to prosecution. You agree not to create abstracts from, scrape, harvest or extract, or display headlines from our Content for use on another website or service.  Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without our prior written consent.

Third-party Links, and Links to Celerium’s Site or Services from Third Parties

We may provide links to other websites or resources over which Celerium does not have control ("External websites"). Such links do not constitute an endorsement by Celerium of those External websites. Celerium is providing these links to you only as a convenience. Your use of any External website is subject to the terms of service and privacy policies located on the linked External website.

Third-party IP Rights

Celerium respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied on any Celerium Site in a way that constitutes a copyright infringement, please provide notice to us with the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Sites; your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The above notice can be sent to Celerium at the following address:

Celerium Inc.

Attn: General Counsel

100 N. Pacific Coast Highway, Suite 230

El Segundo, CA. 90245

By email: legal-notices@celerium.com

User Account Registration and Security; Termination of User Account

In order to access and use the Services, you must register by creating a user account which will require you to provide certain registration information which must be accurate and kept updated (“Registration Information”).  Depending on the Site or Service, You will also create login credentials by selecting a password and providing an email address.   

Each registration is for a single user only.  Your Registration Information is subject to our 
Privacy Policy. You are solely responsible for maintaining the confidentiality of your login credentials. You agree to notify us promptly if you change any of your Registration Information so we can continue to contact uou and send any notices required under these Terms. If you fail to notify us promptly of a change, then any notice we send to your old address or email shall be deemed sufficient notice. You may not:  (i) distribute your login credentials to any third person, or make them available on any website; (ii) use the login credentials of another person without that person’s consent; (iii) use the login credentials of another person with the intent to impersonate that person; or (iv) use login credentials which we, in our sole discretion, consider offensive.  You are responsible for all usage or activity on your account, including any use by a third party authorized by you to use your login credentials.  Failure to comply with the above may result in immediate suspension or termination of your account. 

You must be 13 years or older to use any part of this Site or the Services in the USA and the UK, and 16 years or older anywhere else.  If you are under 18 years of age, you may not subscribe or register to any part of the Services without the consent of your parents and their agreement to these Terms. 

If your access to any Service has been provided by or through a third party (e.g., your employer or an administrator of a community hub) (each a “Client”), such Client may have provided us with information about you such as your name, email address, IP address, etc., so that we may provide you with access to such Service.

You may terminate your account at any time by contacting Celerium at
support@celerium.com.

Celerium may, in its sole discretion, terminate or suspend your access to all or part of the Site and/or Services (including your account) for any reason, including without limitation, breach of these Terms.

Reliance on Information Posted

The information presented on or through Celerium’s Sites or Services includes information from various sources. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

The Site and Services may include Content provided by third parties, including materials provided by other users, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other Content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Celerium. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Indemnification, Disclaimer of Warranty, Limitation of Remedies

By accessing a Celerium Site or Service you agree that you will:

Indemnify, and hold harmless Celerium, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Site or Service, including, but not limited to any use of the Content, Services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Site.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CELERIUM NOR ANY PERSON ASSOCIATED WITH CELERIUM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER CELERIUM NOR ANYONE ASSOCIATED WITH CELERIUM REPRESENTS OR WARRANTS THAT THE SITE, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, CELERIUM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CELERIUM, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE OR SERVICES, ANY WEBSITE LINKED TO THE SITE, ANY CONTENT ON ANY OF THE SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE OR EVEN IF CELERIUM WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER CELERIUM NOR ANY OF ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, PARTNERS, AGENTS, REPRESENTATIVES, THIRD- PARTY SERVICE PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR MORE THAN AN AGGREGATE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00). THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Prohibited Use of the Site or Services

You may not use the Site or Services in violation of applicable laws or in violation of our or any third party’s IP or other proprietary or legal rights. You further agree that you will not, directly or indirectly, modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for the Site or Service; or attempt to probe, scan or test the security measures on the Site or Service or any Celerium system or network and/or attempt to identify system vulnerabilities or breach or impair or circumvent any security or authentication measures protecting the Site or Service. 

You further agree that you shall not:

(i)  violate or attempt to violate any security and access control provisions implemented in or in connection with the Site, Services or Content; or do anything to interfere or attempt to interfere with the operation of Site or Services, display of the Content, or the use of the Site by other users;

(ii) log in with a password not assigned to you or access Content not intended for you;

(iii) forge any of the header information in any posting or tamper with the TCP/IP packet header; or

(iv) use the Site to send altered, deceptive or false source-identifying information;

You are also prohibited from:

impersonating or misrepresenting your affiliation with any person or entity;

using the Site in any manner not permitted by these Terms or encouraging or instructing any other individual to do so;

allowing a third party to access the Content under your account;

entering false or misleading information on any forms requesting information from you, or creating user accounts by automated means or under false pretenses or misleading others as to the origins of your communications;

tricking, defrauding, deceiving or misleading the Site or other users, especially in any attempt to learn sensitive information;

making improper use of the Site, Services or support services or submitting false reports of abuse or misconduct;

creating or transmitting unwanted electronic communications such as "spam," to other users or members of the Services or otherwise interfering with other users’ or members’ enjoyment of Site or Services;

disparaging, tarnishing, or otherwise harming, in Celerium’s sole opinion, Celerium, the Site or Services and/or any of their users;

disseminating or transmitting viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or any other malicious or invasive code or program, or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;

copying or adapting the Site’s software including but not limited to Flash, PHP, HTML, JavaScript or other code;

reverse engineering, decompiling, reverse assembling, modifying or attempting to discover any software (source code or object code) that the Site creates to generate web pages or any software or other products or processes accessible through the Site;

except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Site or uses or launches any unauthorized script or other software;

accessing or searching or attempting to access or search the Site by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Celerium (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with us;

covering or obscuring any notice, banner, advertisement or other branding on the Site; or

selling access to the Site or any part thereof other than through a mechanism approved by Celerium; or interfering with or disrupting (or attempting to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Site or Services.

You are also prohibited from:

including any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;

including hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;

defaming, libeling, ridiculing, mocking, disparaging, threatening, harassing, intimidating or abusing anyone;

promoting violence, illegal drug use, or substance abuse or describing how to perform a violent act, use illegal drugs or abuse other substances;

violating the contractual, personal, intellectual property or other rights of any person, or promoting illegal activity;

violating these Terms, or any local, state, Federal or non-US law, rule or regulation or the rules of conduct posted with respect to any individual feature of the Site or Services; or revealing any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual.

This list of prohibitions and requirements above is illustrative and not intended to be complete or exclusive. Celerium reserves the right to prohibit your access to the Site and/or Services for any action that Celerium, in its sole judgment, determines to be inappropriate or disruptive to the Site, Services or to any other user.

If we become aware of any breach of these Terms or the foregoing rules, we will investigate and may work with law enforcement authorities in such investigation and for the purpose of prosecuting offenders. You agree to notify Celerium immediately of any unauthorized use of your account or any other breach of security of which you become aware.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS CELERIUM AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CELERIUM AND ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER CELERIUM OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Celerium reserves the right to moderate or review Content; however, the foregoing prohibitions do not impose on Celerium, and Celerium does not assume any obligation, to monitor or remove any Content. By using the Site or Service, you hereby acknowledge and agree that you may be exposed to content that is offensive, indecent or objectionable to you. Your access to the Site or Service is undertaken at your own risk and Celerium is not responsible for any offensive or otherwise objectionable materials in the Content.

Modification or Termination of Site, Services or Content

Celerium reserves the right to modify the Site, and the Content at any time, without notice to you. Celerium also reserves the right to terminate, in whole or in part, the Site and the Content without notice to you. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, we will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

Any suspension, termination or cancellation of the Site, Service or Content will not affect your obligations to us under these Terms relating to ownership, warranty disclaimers, indemnification, and limitations of liability, which by their sense and context are intended to survive such suspension, termination or cancellation.

General

Celerium controls and operates these its Sites and Services from its headquarters in the State of California in the United States of America. It makes no representation that the Content is appropriate or will be available for use in locations other than the United States. If you use these Site from outside California or the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export laws or regulations of the United States and the export and import regulations of other countries in relation to the Content.

Applicable Law; Disputes

This Agreement will be governed by California law, without regard to the choice of law or conflict of laws provisions of California or any other jurisdiction. You may bring any disputes, actions, claims, or causes of action related to this Agreement or in connection with these Site only in the federal and state courts located in Los Angeles County, California. However, we believe that non-appealable, binding arbitration is a more cost efficient, quicker more final and easier to understand system than litigation in the courts. Therefore, you may opt to bring any dispute to your choice of two private arbitration providers, at the facility closest to your home in the continental United States. If you choose arbitration you will be giving up your right to a trial by jury (for which you must pay in the court system). Acceptable arbitration providers are JAMS under their Streamlined Arbitration Rules & Procedures or American Arbitration Association under their Expedited Commercial Rules of Arbitration. If any provision of these Terms is held by an agreed upon arbitrator, or a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Celerium to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Celerium in writing.

No Third-party Beneficiaries

Except as expressly provided in these Terms there shall be no third-party beneficiaries to the Terms. We have the right to assign our rights or delegate any of our responsibilities under these Terms to an affiliate or other third party or in connection with a merger, consolidation or reorganization of Celerium or the sale of substantially all of our assets.

Entire Agreement and Interpretation

Unless otherwise agreed to in a separate writing signed by you and Celerium, these Terms comprise the entire agreement between you and Celerium and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. You may not assign your rights or obligations under this Agreement to anyone, without Celerium’s prior written consent. In the event that any provision of these Terms, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of these Terms will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted to reasonably give effect to the intent of the parties hereto.