Site Viewer Agreement
Effective Date: April 18, 2016
This Agreement contains the terms and conditions under which Cembras.com offers its Site Viewer Service to you (“Site Viewer”). The Site Viewer Service (“SVS”) allows Site Viewers to access Cembras.com’s content and featured advertisers. Any capitalized terms that are not herein defined have the same meaning given to them in Cembras.com’s Terms of Service (“TOS”). Your use of the SVS constitutes your affirmative and binding acceptance of this Agreement.
1. Service Agreement and Other Relevant Documents
This Agreement provides for the terms and conditions under which the SVS is provided. If you decide to utilize the SVS, you will also be bound by Cembras.com’s TOS, including all related rules, policies, and procedures. Cembras.com’s TOS and all related rules, policies, and procedures are hereby incorporated by reference. In the case of a conflict between the TOS and this Agreement concerning the SVS, this Agreement shall govern, and its provisions shall be given precedence.
2. Site Viewer Responsibilities
At all times in your use of the Services you must act in a businesslike manner, utilizing common sense, a general respect for Cembras.com, Site Customers, and third parties, and act in accordance with all applicable laws and regulations. As a Site Viewer, you must assure that all of your employees, agents, or independent contractors comply with the terms and conditions of the TOS, this Agreement, and all ancillary agreements, and all applicable laws, regulations, and rules.
2.2 Use of Services
You will not use any Information or the SVS for any purpose other than those set forth in this Agreement. You will not use any information obtained by using the SVS, including designs (in whole or in part) and concepts, or other data contained on the Cembras.com Web site for the purposes of competing or creating competing products to Cembras.com or to the Site Customer services, designs, products, or concepts found therein. You will use the SVS and Cembras.com Web site only to search for service providers (Site Customers), to request quotes from such Site Customers, to purchase services or products of Site Customers, or entering into strategic relationships with the Site Customers. THE INFORMATION CONTAINED ON CEMBRAS.COM IS FOR YOUR PERSONAL EDUCATIONAL USE ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE. FOR ANY LEGAL QUESTIONS ALWAYS CONSULT A QUALIFIED ATTORNEY IN YOUR STATE.
2.3 No Endorsement of Site Customer Content
You acknowledge and agree that Site Customers are solely responsible for all Site Customer Content. You acknowledge and agree that Cembras.com is a listing service and provider of generalized information only and that Cembras.com does not endorse, recommend, or otherwise make any representations regarding Site Customer Content or the qualifications or quality of services offered by Site Customers, and that Cembras.com is not responsible or liable for any Site Customer Content or conduct, even though it may be unlawful, harassing, libelous, privacy invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another. You acknowledge that Cembras.com does not pre-screen Site Customers (including stated licensures, certifications, and the like), and has no obligation to do so. You further acknowledge that it is your responsibility to screen and evaluate the credentials of any professional listed on the Cembras.com Web site prior to your engagement of their services.
2.4 No Representations Concerning Accuracy
Cembras.com may utilizes outbound links to web sites to provide you with the relevant information. Since Cembras.com is not the provider of the respective content, Cembras.com does not make any representations or warranties to the accuracy or truthfulness of any information contained therein. Cembras.com PROVIDES ALL INFORMATION ON AN AS-IS BASES AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR USE.
3. Marketing and Advertising
3.1 Use of Site Customer Information
3.2 Prohibited Forms of Marketing
As a Site Viewer, you are prohibited from using unsolicited email or message board postings, junk and blast faxes, and unsolicited personal or recorded phone calls (collectively “spam”) to market to Site Customers. Additionally, you may not directly or indirectly attempt to change, modify, or unduly influence the operation of any Cembras.com Services or Web site search engine results to your benefit.
4. General Terms and Conditions
4.1 Amendments or Modifications
Cembras.com reserves the right to add, delete, or modify in any way and in its sole discretion, any of the terms and conditions contained in this Agreement. You may be notified of any changes of this Agreement in the same manner as provided for in the TOS. If any change is unacceptable to you, your only recourse is to terminate this Agreement and discontinue your use of the SVS. Your continued use of the SVS, following the notice of a change to this Agreement shall constitute affirmative binding acceptance of the changes.
You hereby indemnify, defend and hold Cembras.com harmless for any claim arising out of, related to, or connected in any manner with your alleged breach of the TOS while using the SVS as specified in Section 7 of the TOS. You further indemnify Cembras.com against any claim based on facts that if true, would constitute a breach of this Agreement.
4.3 Dispute Resolution
The SVS are services provided, controlled, and operated by Cembras.com, which has its principal place of business in the State of Colorado, United States of America. Cembras.com makes no representation that the Site is available or appropriate for users in all jurisdictions. You acknowledge that Site Users and Viewers access the Site on their own initiative and are responsible for compliance with applicable laws, regulations and treaty provisions. These terms and conditions and your agreement to be bound by them shall, to the maximum lawful extent, be governed in accordance with the laws of the State of Colorado without reference to principles of conflicts of laws. You and Cembras.com agree that the state and federal courts located in Colorado shall be the exclusive forum for the resolution of all disputes between you and us relating to your use of the SVS. You and Cembras.com hereby consent to the personal jurisdiction of these courts. To the extent permitted by applicable law, you and Cembras.com waive the right to a trial by jury. If the foregoing exclusive forum provision is unenforceable or inapplicable to a dispute between you and Cembras.com, you and Cembras.com agree that such dispute shall be resolved and finally settled by mutually binding arbitration conducted in accordance with the commercial arbitration rules of the American Arbitration Association by one arbitrator in accordance with said rules. To the extent permitted by said rules, the location of the arbitration shall be in Denver, Colorado. The arbitrator shall apply Colorado law without reference to conflict of laws principles. In the event of any controversy, claim, or action between you and Cembras.com, arising from or related to this Agreement, the prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs.
The following sections and obligations shall survive the termination of the SVS: 1, 2, 3.1, 4.2, 4.3, 4.4.