Terms of Service

These Terms of Use ("Terms of Use") constitute a legally binding agreement made between you and Cabreza, Inc. ("Company", "we", "us", or "our"), concerning your access to and use of the Company website and Solution (collectively, the "Solution"). You agree that by accessing the Solution, you have read, understood, and agree to be bound by all of these Terms of Use. You further agree that you shall not use the Solution without first agreeing to these Terms of Use.

These Terms of Use, together with the Customer Quote, End User License and Services Agreement, and any applicable Statement of Works constitutes a binding agreement between you and the Company. Any capitalized terms not defined herein are as defined in the End User License and Services Agreement. Supplemental terms and conditions or documents that may be posted on the Solution from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes, updates, or modifications to these Terms of Use at any time and for any reason. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Solution after the date such revised Terms of Use are posted.

The information provided on the Solution is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Solution from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

User Representations

By using the Solution, you represent and warrant that: (1) all information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Solution through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Solution for any illegal or unauthorized purpose; (7) your use of the Solution will not violate any applicable law, regulation, or third-party rights; and (8) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any current or future use of the Solution (or any portion thereof).

Unlawful Activities

You may not access or use the Solution for any purpose other than that for which we make the Solution available. The Solution may not be used in connection with any activities except those that are specifically endorsed or approved by us.

As a user of the Solution, you agree not to:

• Systematically retrieve data or other content from the Solution to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Solution, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Solution and/or the content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Solution.
• Use any information obtained from the Solution in order to harass, abuse, or harm another person.
• Use the Solution in a manner inconsistent with any applicable laws or regulation.
• Engage in unauthorized framing of or linking to the Solution.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Interfere with, disrupt, or create an undue burden on the Solution or the networks or services connected to the Solution.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Solution to you.
• Attempt to bypass any measures of the Solution designed to prevent or restrict access to the Solution, or any portion of the Solution.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Solution.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Solution, or using or launching any unauthorized script or other software.
• Make any unauthorized use of the Solution, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Solution as part of any effort to compete with us or otherwise use the Solution and/or the Content for any revenue-generating endeavor or commercial enterprise.

Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Solution ("Feedback") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback is original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.

Third-Party Content

The Solution may contain (or you may be sent via the Solution) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties, including but not limited to Amazon Web Services (collectively, "Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Solution or any Third-Party Content posted on, available through, or installed from the Solution, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Solution and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Solution or relating to any applications you use or install from the Solution. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Solution Management

We reserve the right, but not the obligation, to (1) monitor the Solution for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Solution or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Solution in a manner designed to protect our rights and property and to facilitate the proper functioning of the Solution.

Intellectual Property

Unless otherwise indicated, the Solution is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Solution (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Solution "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Solution and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Solution, you are granted a limited license to access and use the Solution and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.

Privacy

By using the Solution, you agree to be bound by any terms relating to customer and user privacy as set forth herein, as well as a separate Privacy Policy that may be posted on our Website, the terms of which are incorporated into these Terms of Use. Please be advised the Solution is hosted in the United States. If you access the Solution from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Solution, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Solution. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SOLUTION (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON, TERMINATE YOUR USE OR PARTICIPATION IN THE SOLUTION, OR DELETE YOUR ACCOUNT AT ANY TIME, FOR ANY REASON OR NO REASON.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Updates and Support

We reserve the right to change, modify, or remove the contents of the Solution at any time or for any reason at our sole discretion by providing reasonable notice of material changes through the Solution or via email. However, we have no obligation to update any information on our Solution. We also reserve the right to modify or discontinue all or part of the Solution without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Solution.

We cannot guarantee the Solution will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Solution, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Solution during any downtime or discontinuance of the Solution.

Governing Law and Dispute Resolution

These Terms of Use and your use of the Solution are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

Any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), shall be commenced or prosecuted exclusively in the state and federal courts located in Delaware, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, improper venue, and forum non conveniens with respect to such state and federal courts.

Disclaimer of Warranties and Representations; Limitation of Liability

THE SOLUTION IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SOLUTION AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOLUTION AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SOLUTION'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SOLUTION AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOLUTION, (3) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOLUTION BY ANY THIRD PARTY, AND/OR (4) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOLUTION.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

IN NO EVENT WILL WE OR OUR MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SOLUTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of (1) your breach of these Terms of Use including your representations and warranties set forth in these Terms of Use; (2) your violation of the rights of a third party, including but not limited to intellectual property rights; or (3) any overt harmful act toward any other user of the Solution with whom you connected via the Solution. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

Electronic Notices

Visiting the Solution, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Solution, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SOLUTION. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

California Users and Residents

If you are a California resident or user based in California, you have certain rights. If any complaint with us is not satisfactorily resolved, you can contact the California Department of Consumer Affairs regarding any such complaints.

Miscellaneous

These Terms of Use and any terms on the Solution or with respect to the Solution constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use or use of the Solution. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Contact Information

If you have any questions about these Terms of Use, please contact us at legal@cabreza.com.