Terms of Service

1. Acceptance of the Terms and Conditions.

1.1 Celito Tech and its subsidiaries or affiliates (collectively, “Company,” “we,” “us” or “our”) provides this web site (the “Site”) to our site visitors (“you” or “your”). All use of the Site is subject to the terms and conditions contained in this Terms of Use Agreement (this “Agreement”). Please read this Agreement carefully. By accessing, browsing, or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Site.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site. The revised terms and conditions will become effective at the time of posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the Site.

1.3 Your access to and use of the Site is also subject to the Company’s Privacy Policy, which is hereby incorporated by reference into this Agreement.

2. Use of the Web Site.

2.1 This Site contains material, including but not limited to software, text, graphics, and images (collectively referred to as the “Content”). As between you and us, we or our licensors own the Content. The Content is protected by the United States and foreign intellectual property laws. Unauthorized use of the Content may result in a violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.

2.2 The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.

2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software, code, script,program, or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Site, (4) delete or alter any material posted on the Site by the Company or any other person or entity, or (5) frame or link to any of the materials or information available on the Site.

2.4 The Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should (a) contact the site administrator for those External Sites if you have any concerns regarding such links or any content located on such External Sites and (b) read the privacy policies, terms of use, or other such terms and conditions to understand the operation of such web sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.5 Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Site may be retransmitted without the express written consent from the Company for each and every instance.

3. Limitation of Liability and Disclaimer of Warranties.

3.1 The company, its affiliates, their respective officers, directors, employees, agents, suppliers, or licensors (collectively, the “Company Parties”) make no warranties or representations about the Content, including but not limited to its accuracy, reliability, completeness, timeliness or reliability. The Company Parties shall not be subject to liability for the truth, accuracy, or completeness of the Content or any other information conveyed to the user or for errors, mistakes, or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that you use the Web Site and the Content at your own risk.
The Company Parties do not warrant that the Web Site will operate error-free or that the Web Site, its servers, or the Content are free of computer viruses or similar contamination or destructive features. If your use of the Web Site or the Content results in the need for servicing or replacing equipment or data, no company party shall be responsible for those costs.

The Web Site and Content are provided on an “as is” and “as available” basis without any warranties of any kind. The Company Parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose.

3.2 In no event shall any company party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Web Site and the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such company party has been advised of the possibility of such damages.

3.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, the liability of the Company Parties shall be limited to the greatest extent permitted by law.

4. Indemnification.

You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and counting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or Site. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.

5. Termination of the Agreement.

5.1 The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

5.2 Sections 2 (Use of the Site), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement), 6 (User Must Comply with Applicable Laws), 7 (U.S. Government Restricted Rights), and 8 (Miscellaneous) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws.

6.1 This Web Site is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content as expressly permitted under this Agreement, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. U.S. Government Restricted Rights.

Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 252.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgment of our proprietary rights in the Site and Content.

8. Miscellaneous.

By visiting this Web Site, you agree that the laws of the State of California, without regard to principles of conflict of laws, will exclusively govern these Terms of Use and any dispute of any sort that may arise between you and Celito Tech.