Gradus Management, Inc.
Use of the Sites
We grant you a non-transferable, non-exclusive, limited license to use the Sites. You may use the Sites only for lawful purposes. The Sites may not be used by any person or entity in any jurisdiction or country where any such distribution or use would be contrary to local law or regulation.
By accessing or using the Sites, you agree that you will comply with all applicable laws and will not:
Portions of our Sites allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Sites, including its accuracy, legality, reliability, and appropriateness.
By posting Content to the Sites, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Sites. You retain any and all of your rights to any Content you submit, post or display on or through the Sites and you are responsible for protecting those rights.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Sites does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
You are responsible for safeguarding the username and password (the “Credentials”) that you use to access the Sites and for any activities or actions under your Credentials, whether your Credentials are with our Sites or third-party Sites.
You agree not to disclose your Credentials to any third party. You are responsible for all uses of your Credentials, including, but not limited to, any transactions conducted through the use of your Credentials, whether or not authorized by you. If you permit any person to use your Credentials, you agree to be solely responsible and to indemnify Gradus for any and all expenses, claims, damages, costs, liability and legal actions arising from the unauthorized use of your Credentials.
You must immediately log off from your account at the end of each session.
If you become aware of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Credentials, you must immediately notify us by emailing us at email@example.com.
The Sites and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Gradus Management and its Managed Entities. The Sites are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress, including the trademarks and trade dress of all Managed Entities, may not be used in connection with any product or Sites without the prior written consent of Gradus Management.
Links to Other Web Sites
Our Sites may contain links to third-party web sites or Sites that are not owned or controlled by Gradus. Gradus has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or Sites. You further acknowledge and agree that Gradus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Sites available on or through any such web sites or Sites. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or Sites that you visit.
If you detect or discover any issues or failures regarding the operation, function, availability or security of the Sites (collectively, “Incidents”) you must immediately notify us by emailing a description of the Incident to firstname.lastname@example.org.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Sites will immediately cease. If you wish to terminate your account, you may simply discontinue using the Sites. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to indemnify Gradus and the Managed Entities, and their licensee and licensors, 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), resulting from or arising out of a) your use and access of the Sites, by you or any person using your Credentials, or b) a breach of these Terms, or c) Content posted on the Sites.
Limitation of Liability
In no event shall Gradus or the Managed Entities, or their directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Sites; (ii) any conduct or content of any third party on the Sites; (iii) any content obtained from the Sites; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your activity on the Sites may be monitored and by entering your Credentials, you signify your consent to such monitoring. Unauthorized use detected may be subject to investigation and reporting to law enforcement and/or civil action.
Your use of the Sites is at your sole risk. The Sites are provided on an "AS IS" and "AS AVAILABLE" basis. The Sites are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Gradus, its Managed Entities, its subsidiaries, affiliates, and its licensors do not warrant that a) the Sites will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Sites are free of viruses or other harmful components; d) the Sites will be operable with all browsers, operating systems, hardware and software; or d) the results of using the Sites will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of the State of California, and as applicable, of the United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Sites, and supersede and replace any prior agreements we might have between us regarding the Sites.
By continuing to access or use our Sites after any revisions to the Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Sites.