TERMS OF SERVICE
Welcome to WWW.SENECA.TECH. Please read these Terms of Service (“Terms of Service” or “Agreement”) carefully before using the services offered by Cicero Creative Ltd. ("Cicero", "us", "we"). These Terms of Service set forth the terms and conditions of our relationship and for your (“you”, “user”) use of the Cicero Creative Ltd. website (the "Site") and the services and content offered by Cicero Creative Ltd. (collectively, the "Services"). for use in connection with digital assets (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value (collectively “Digital Assets”).
About the Site and Services
You understand that Cicero Creative Ltd. may from time to time provide content and information related to digital assets (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value (collectively “Digital Assets”).
Nothing contained herein is intended to aid in or form the basis of any investment decisions. Each user is expected to perform his/her own full due diligence and ask questions, receive answers, and obtain additional information and conduct their own due diligence review concerning any investment decisions. Any investments undertaken by you must comply with all legal requirements in each applicable jurisdiction. Cicero Creative Ltd. is not a registered or licensed as a broker-dealer, funding portal, investment advisor or investment manager in any state, district, county, territory or municipality within any country or territory. As such, it is not acting in a fiduciary capacity with respect to any user of the Services, and Cicero disclaims any broker-client or advisor-client relationship with respect to any party using any Services. Cicero does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax experts before using any Services or making any investment decision and/or using the Services.
Cicero is not a registered broker-dealer nor investment advisor. Cicero does not perform legal or accounting services and is not a law firm. No brokerage relationship or any agency or fiduciary relationship is intended to be or shall be deemed to have been created between Cicero Creative Ltd and any purchasers and/or other users.
The Site and the services are not intended to provide financial, legal, tax, or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. In making an investment decision, users must rely on their own examination of the content, including the merits and risks involved therein. Participation by any user in any listings on the site and/or the services requires the financial ability and willingness to accept the high risk and potential lack of liquidity.
None of the information contained on the Site and/or the Services you shall constitute a recommendation, solicitation or offer to buy or sell any cryptocurrencies or provide any investment advice or like service. All such summaries are intended solely for informational purposes and do not purport to be complete.
You must be 18 or older to use the Cicero Creative Ltd Site or Services to be a User
- You understand that you may not use the Site or the Services where such use is prohibited.
- You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older.
- You represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of these Terms of Service.
Risk Disclosures; Assumption of Risks
- Neither the U.S. Securities and Exchange Commission nor any state or other domestic or foreign securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any of the Services or any Digital Assets.
- All potential Users are strongly encouraged to consult with professional tax, legal and financial advisors before making any investment decision.
- Cicero Creative Ltd is neither the creator nor the administrator of any Digital Assets.
- You understand and agree that Digital Assets inherently contain and presents a degree of legal risk due to the fluid and rapidly evolving regulatory, legislative, financial, regimes relating to Digital Assets in general. Because of the differences between any Digital Assets and traditional investments, there is a risk that issues that might easily be resolved by existing law if traditional securities were involved may not be easily resolved for the Digital Assets. For example, there is little precedent on how existing law might treat the issue, fungibility, settlement finality, transfer, collateralization, sequestration, loan, hypothecation, redemption or other disposition of any Digital Assets. The occurrence of any related issue or dispute could have a material adverse effect on the Digital Assets. New developments in the law may also adversely affect the treatment of any Digital Assets. The development and acceptance of blockchain networks are subject to a high degree of uncertainty and a variety of factors that are difficult to evaluate. The factors affecting further development of the cryptocurrency industry, as well as blockchain, include, without limitation: Worldwide growth in the adoption and use of Bitcoin, Ether and other blockchain technologies; Government and quasi-government regulation of Bitcoin, Ether and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems; The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks; Changes in consumer demographics and public tastes and preferences; The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks; and/or general economic conditions and the regulatory environment relating to cryptocurrencies. Any combination of the foregoing may also adversely affect the treatment of any Digital Assets.
- You acknowledge and agree that the value of a cryptocurrency is highly volatile and that buying, selling, and holding any Digital Assets involves a high degree of risk. Digital Asset networks are operated by decentralized networks of independent third parties.
- You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Digital Assets that you decide to track using the Services; as well as the (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Digital Assets.
- Use of the Services may be available through a compatible mobile device, Internet or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Cicero makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of telecommunication services from you provider and access to the Services at any time or from any location; (ii) any loss, damage or other security intrusion of the telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.
- IF YOU LOSE ACCESS TO YOUR WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY CRYPTOCURRENCY YOU HAVE ASSOCIATED WITH THAT WALLET WILL BECOME INACCESSIBLE. Cicero Creative Ltd, its Affiliates (defined below) cannot retrieve your private keys or passwords if you lose or forget them.
The risks described in this section may result in loss of Digital Assets, decrease in or loss of all value for Digital Assets, inability to access, track or transfer Digital Assets, inability to trade Digital Assets, inability to receive financial benefits available to other Digital Assets holders, and other financial losses to you. You hereby assume, and agree that Cicero will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Cicero, its subsidiaries and affiliates, and each of their respective shareholders, members, directors, officers, employees, agents, partners and representatives (collectively, the “Cicero Parties”) related to any of the risks set forth herein. In addition, to the fullest extent permitted by applicable law, you release Cicero and the other Cicero Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
Your Registration and Account Security
When you use the Site or the Services you MAY provide Cicero Creative Ltd certain registration and account information, which we will rely on to provide you access to the Site and/or Services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
- You understand you are responsible for any all activity on your account and for safeguarding all your login information, user names, IDs, logins, passwords, pin numbers or other identification tools (collectively, the “Credentials”) through which you access your account, and any portion of the Site and Services.
- You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
- You will not assign or transfer your account to anyone without first getting our written consent. Any party or person accessing your account using your account login and password credentials will be deemed an authorized user by us and you will be responsible for their actions as if they were your own.
- You will not provide false or misleading information when you register an account.
- If Cicero Creative Ltd terminates or disables your account, you may not create another account without first getting our written consent.
- You will not use your account in a commercial fashion or manner.
- You will keep your contact and other information requested by Cicero (such as age, address, bank info, User status, etc.) accurate and up-to-date.
- It is your responsibility to ensure and protect the confidentiality of your Credentials. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account. We are not liable for any use of the Site or Services by any unauthorized individuals.
- If you so notify us, or if we suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures we prescribe.
- Use of your Credentials may be immediately terminated by us upon the earlier of termination of your authorization, or prolonged, inactivity, dormancy, or termination of your account or termination of these Terms of Service.
- We may rely upon the instructions, consent given and all action taken through your Credentials or account, without verifying the identity or authority of any person accessing the Site or Services.
Use of Linked Account Information
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Cicero through the Site and/or Apps (“Linked Account Information”), you grant Cicero Creative Ltd the right to use the Linked Account Information solely for the purpose of providing the Site and/or Apps. We may use and store Linked Account Information, but only to provide the Site and/or Apps to you. By submitting Linked Account Information to Cicero, you represent that you are entitled to submit it to us for use for this purpose, without any obligation by Cicero to pay any fees or other limitations.
By using the Site and/or Apps, you expressly authorize Cicero to access the third-party accounts for which you provide Linked Account Information (“Linked Accounts”) on your behalf as your agent. When you use the features of the Site and/or Apps that allow you to add such accounts, we will submit the Linked Account Information that you provide to log you into your Linked Accounts.
You hereby authorize and permit Cicero to use and store your Linked Account Information to accomplish the foregoing and to configure the Site and/or Apps so that they are compatible with your Linked Accounts. For purposes of this Agreement and solely to access your Linked Accounts as part of the Site and/or Apps, you grant us to the right to access your Linked Accounts and retrieve and use your information to do and perform each thing necessary in connection with such activities, as you could do in person.
Cicero Creative Ltd works with one or more online service providers to access this Linked Accounts information. We does not review the Linked Accounts information for accuracy, legality or non-infringement, and is not responsible for the Linked Accounts information.
Cicero cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings.
You are Responsible for Reviewing Changes to these Terms of Service
- These Terms of Service apply to all users of the Site and the Services.
- Cicero Creative Ltd may make changes to these Terms of Service from time to time without specifically notifying you.
- We will post the latest Terms of Service on the Site and may post it on Cicero's mobile device applications, but it is up to you to review it before using the Site or Services. We will endeavor to provide notices of any changes to these Terms of Service on the Site before those changes are effective. Nonetheless, you are responsible for checking the Site for possible changes to these Terms and for other important information about the Services.
- If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to these Terms of Service.
- In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by Cicero from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
Third Party Providers and Content
Cicero uses third party providers to provide certain software and data functionalities to users as well as Content. When using or accessing services offered through third party providers, you will be subject to terms posted by these service providers. We also reserve the right to use any other third party to perform services of a similar nature top those outlined above, in our sole discretion.
Cicero Creative Ltd May Edit or Modify Anything on the Site or Services without Notice
Cicero Creative Ltd is committed to delivering a positive user experience and you understand that we reserve the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Services in its sole discretion, without notice.
You are Responsible for Accepting Updated Versions of the Site and Services
- If Cicero provides updated versions of the Site and the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
- If you do not accept updated versions of the Site and Services, Cicero shall not bear any responsibility or liability for your decision.
You Agree to Let Us Monitor Your Activity on Cicero Creative Ltd Services and the Site and Services
- Because Cicero wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on the Site and Services.
- By using any Cicero’s Site and Services you specifically agree to Cicero Creative Ltd. monitoring you in this manner.
- You understand, however, Cicero cannot and does not make any warranties or guarantees that: (i) the Site and Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Services will be free from error or authenticated; or (iii) Cicero will take any action in the event of any non-compliance with these Terms of Service.
It Is Your Responsibility to Make Sure these Terms of Service and Your Use of the Site and Services Complies with All Laws Applicable to You
- You understand Cicero may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
- You are solely responsible for ensuring that these Terms of Service complies with all laws, rules and regulations applicable to you.
- You understand that your right to access the Site or Services will be revoked where these Terms of Service or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
Cicero Creative Ltd May Terminate Your Use of the Site and/or Services without Reason or Notice to You
While Cicero respects its users, you agree that Cicero may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.
Electronic Messaging, Notices, and Disclosures
- You understand that due to the fact Cicero Creative Ltd and our affiliates ("Affiliates") operate a significant portion of its business primarily by and through the Internet, we must ask for you to consent to transact business with us online and electronically and to consent to our request to provide you certain disclosures electronically, either via the Site and/or the Apps, or to the email address you provide to Cicero.
- You understand that you have the right to make the decision to transact business with Cicero and our Affiliates electronically. These Terms of Service inform you of your rights concerning Electronic Materials.
- Electronic Materials will be provided to you electronically through the Site or via electronic mail to the verified email address you provided. Cicero may discontinue electronic provision of Electronic Materials at any time in our sole discretion.
- You understand that you must keep Cicero informed of any change in your email or home mailing address so that you can continue to receive all Electronic Materials in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to firstname.lastname@example.org.
- In order to access, read, print, and store Electronic Materials, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and attendant email client software; supported Web browsing software; and the necessary hardware on which to run this software. If you are accessing the Site and/or the Apps, as well as the Electronic Materials via a mobile device (i.e., tablet, smart phone, etc.), in addition to the above requirements you must assure that you have the necessary software on your mobile device that allows you to access, read, print, and store the Electronic Materials.
- You understand that the consent that you have provided under these Terms of Services shall remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Electronic Materials relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have outstanding purchases or other transactions made by and through the Site and/or the Apps. If you have no outstanding purchases or other transactions made by and through the Site and/or the Apps and wish to withdraw consent to transacting business electronically with Cicero Creative Ltd, Cicero will terminate your registered user account.
Who Owns What and How You Can Use It
The Copyright to All Content the on the Site and Services Is Owned by the We of That Content
- The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of Cicero Creative Ltd or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
- You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by these Terms of Service.
- You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You May Not Use Trademarks Appearing on the Site or Services in an Infringing Manner
- You agree that Cicero, Seneca, SNCA, pSNCA, and other Cicero Creative Ltd graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Cicero Creative Ltd or its affiliates (“Trademark Content”).
- Cicero and Seneca trademarks and trade dress may not be used in connection with any product or service that is not Cicero’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Cicero Creative Ltd.
- All other trademarks not owned by Cicero Creative Ltd or its affiliates that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cicero or its affiliates.
You may use the Cicero Creative Ltd Site and Services for Limited, Non-Commercial Purposes
- Cicero grants you a limited license to access and make personal use of the Site and the Services.
- Cicero does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
- You understand Cicero does not grant you the right to resell or make commercial use (except as provided herein) of the Site and the Services or their contents; make any derivative use of the Site and the Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
- You understand the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
- You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Cicero and our affiliates without express written consent.
- You may not use any meta tags or any other "hidden text" utilizing Cicero’s name or trademarks without the express written consent of Cicero. Any unauthorized use terminates the permission or license granted by Cicero Creative Ltd.
- You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.
- You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Cicero Creative Ltd so long as the link does not portray Cicero, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
- You may not use any Cicero or Seneca logo or other proprietary graphic or trademark as part of the link without express written permission.
You Agree to Comply with Cicero Creative Ltd’s Conduct Policies When Using the Site or Services
- We do our best to keep the Site and the Services safe and operational, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
- You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Services or Site except as expressly authorized by Cicero Creative Ltd;
- You will not take any action that imposes or may impose (as determined by Cicero Creative Ltd in its sole discretion) an unreasonable or disproportionately large load on Cicero Creative Ltd’s (or its third party providers') infrastructure;
- You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Apps, except to the limited extent applicable laws specifically prohibit such restriction;
- You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
- You will not bypass any measures Cicero Creative Ltd may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
- You will not run any form of auto-responder or "spam" on the Site and Services;
- You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- You will not harvest or scrape any content or materials from the Site and Services;
- You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
- You will not threaten, intimidate or harass another user;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
- You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
- You will not otherwise take any action in violation of Cicero Creative Ltd’s guidelines and policies;
- You will not threaten, intimidate, or harass another user or any parties on or through the Site or Services;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
- You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
- You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Services in the course of using the Site and/or the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions;
- You will not use the Site and Services in any manner or transmit any Submission that: infringes (or results in the infringement of) Cicero Creative Ltd’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause Cicero Creative Ltd to be in violation of any law or regulation, or to infringe any right of any third party;
- You will not represent or portray the business or entity as being affiliated with Cicero Creative Ltd in any capacity other than being a user of the Site or Service without Cicero Creative Ltd's prior written consent.
- You shall not use circumvention or obfuscating technologies to mask their IP addresses or to hide transaction details.
- You shall not create or circulate any technologies which violate or which would facilitate other users to violate the terms hereof including for masking IP addresses.
- You are cautioned against undertaking any suspicious activity on or through the Apps. In the event of any suspicious or large transactions being undertaken by you, Cicero Creative Ltd shall have the right but not the obligation to verify such activity by sharing your IP address with the relevant authority, and if required, suspend the transactions or freeze your access.
- Notwithstanding the foregoing, if in Cicero Creative Ltd’s sole discretion, the source of any Digital Assets is illegal or suspicious, Cicero Creative Ltd reserves the right to retain and confiscate all Digital Assets related to such illegal or suspicious activity.
You use the Cicero Site and Services at Your Own Risk
- Cicero Creative Ltd has no obligation to review any content or material posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
- By operating the Site and the Services, Cicero does not represent or imply that it endorses any content or material posted there, or that it believes such material to be accurate, useful or non-harmful.
- You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
- The Site or the Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
- Cicero Creative Ltd disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
Cicero Creative Ltd is Not Responsible for What Happens outside of the Site and Services, Including on Websites the Site or Services Links to or Advertises
- Cicero or its business partners may present advertisements or promotional materials via the Services.
- Your dealings with, or participation in promotions of, any third-party advertisers via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
- You agree that Cicero is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.
- You understand and agree that Cicero is not responsible for, and does not control, third party sites and third party content. You also understand and agree that Cicero is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third party sites and third party content.
- You acknowledge and agree that Cicero 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 the use of, or reliance upon, any such content, goods or services available on or through any such third party site or third party content.
Cicero’s Liability Is Limited
- Cicero Creative Ltdis not responsible for any third party sites, third party content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, Cicero Creative Ltd, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.
- Cicero Creative Ltd is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
- Cicero Creative Ltd assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
- You understand that it is your duty to confirm and verify any information provided on or through the Site and Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, or listings.
- Cicero Creative Ltd is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, including injury or damage to users or to any other person's computer, and/or mobile device.
- Neither Cicero Creative Ltd nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Site or the Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CICERO CREATIVE LTD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT AND THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER CICERO NOR THIRD PARTY PROVIDERS GUARANTEE THE ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF ANY CONTENT. YOU AGREE TO USE THE CONTENT AND THE SERVICE ONLY AT YOUR OWN RISK. NEITHER CICERO NOR THE THIRD PARTY PROVIDERS EXPLICITLY OR IMPLICITLY ENDORSE OR APPROVE ANY THIRD PARTY CONTENT. THIRD PARTY CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL CICERO OR ITS MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE. WE AND THE THIRD PARTY PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
CICERO’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
ANY INFORMATION OR ASSISTANCE ACCESSED OR OBTAINED THROUGH USE OF THE SITE AND/OR SERVICES IS PROVIDED SOLELY FOR EDUCATIONAL OR GENERAL INFORMATIONAL PURPOSES AND IS NOT PROFESSIONAL LEGAL, PURCHASE, OR ACCOUNTING ADVICE OR COUNSEL.
You Agree to Indemnify Cicero Creative Ltd
You agree to indemnify, defend, and hold harmless Cicero Creative Ltd, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (i) your use of the Site and Services, (ii) any user Content, third party content, third party sites and any other content, (iii) your violation of these Terms of Service, or of any law or the rights of any third party, and (iv) your breach of these Terms of Service and/or any breach of your representations and warranties set forth herein; (v) your violation of any local, state or federal law, rule or regulation, (vi) your violation, or alleged violation, of any right of a third party, or (vii) your wrongful, improper, unlawful or unauthorized use of the Services.
You agree that Delaware law applies to these Terms of Service
Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Services, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the Delaware.
Your General Representation and Warranty
You represent and warrant that:
- You will use the Site and the Services so not to infringe or misappropriate the intellectual property rights of any third party.
Other Terms and Arbitration
- This Agreement will be governed by and construed and enforced in accordance with the laws of the l British Virgin Islands, without regard to conflict of law rules or principles (whether of the British Virgin Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
- Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and we (i) waive your and our respective rights to have any and all Disputes arising from or related to this Agreement resolved in a court and (ii) waive your and our respective rights to a jury trial. Instead, you and we will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
- Any Dispute arising out of or related to this Agreement is personal to you and We and will be resolved solely through individual arbitration and will not be brought as a classwide arbitration, class action or any other type of representative proceeding. There will be no classwide arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- Any Dispute shall be resolved by final and binding arbitration before a single arbitrator pursuant to the rules of arbitration then in force of the London Court of International Arbitration, which rules are incorporated by reference herein. The elapse of sixty (60) days shall not be a precondition to the obtaining of emergency interim relief, either via arbitration or from a court of appropriate jurisdiction.
- The seat (or legal venue) of arbitration shall be London. Such arbitration shall be the exclusive remedy hereunder; provided that nothing contained in this Section shall limit any party’s right to bring (i) post arbitration actions seeking to enforce an arbitration award or (ii) actions seeking injunctive or other similar relief in the event of a breach or threatened breach of any of the provisions of this Agreement (or any other agreement contemplated hereby). The decision of the arbitrator may, but need not, be entered as judgment in a court of competent jurisdiction. If this arbitration provision is for any reason held to be invalid or otherwise inapplicable to any dispute, the parties agree that any action or proceeding brought with respect to any dispute arising under this Agreement, or to interpret or clarify any rights or obligations arising hereunder, shall be maintained solely and exclusively in the courts of England and Wales. With respect to any action or proceeding that a successful party to the arbitration may wish to bring to enforce any arbitral award or to seek injunctive or other similar relief in the event of the breach or threatened breach of this Agreement (or any other agreement contemplated hereby), each party irrevocably and unconditionally (and without limitation): (i) submits to and accepts, generally and unconditionally the non-exclusive jurisdiction of the courts of England and Wales, (ii) waives any objection it may have now or in the future that such action or proceeding has been brought in an inconvenient forum, (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity (including, without limitation, from suit, judgment, attachment before judgment or otherwise, execution or other enforcement), (iv) waives any right of immunity which it has or its assets may have at any time, and (v) consents generally to the giving of any relief or the issue of any process in connection with any such action or proceeding including, without limitation, the making, enforcement or execution of any order or judgment against any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION, EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
- If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
- A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
- Cicero may assign its rights under these Terms of Service without condition.
- These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of these Terms of Service are inserted for convenience only and shall not be deemed to constitute part of these Terms of Service or to affect the construction thereof.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND CICERO CREATIVE LTD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.