Terms and Conditions of Use

THIS WEBSITE IS AN ONLINE INFORMATION SERVICE PROVIDED BY CELESQ, INC. (HEREINAFTER REFERRED TO AS "CELESQ" "WE" OR "US"), SUBJECT ALWAYS TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS OF USE SET FORTH BELOW.

IMPORTANT! PLEASE READ ALL OF THESE "TERMS AND CONDITIONS OF USE" CAREFULLY BEFORE YOU ACCESS OR USE THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OF USE, YOU ARE NOT AUTHORIZED TO, AND MUST NOT ACCESS OR USE, THIS WEBSITE FOR ANY PURPOSE. WE RESERVE THE RIGHT, AT OUR DISCRETION, TO MODIFY ANY OF THESE TERMS AND CONDITIONS OF USE AT ANY TIME, OR FROM TIME TO TIME. ALL SUCH MODIFICATIONS ARE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED TERMS AND CONDITIONS OF USE ON THIS WEBSITE. YOU AGREE TO REVIEW THESE TERMS AND CONDITIONS OF USE PERIODICALLY TO BE AWARE OF ANY SUCH MODIFICATIONS, AND YOUR CONTINUED ACCESS OR USE OF THIS WEBSITE AFTER ANY MODIFICATION OF THESE TERMS AND CONDITIONS OF USE MEANS THAT YOU ACCEPT THE MODIFIED TERMS AND CONDITIONS OF USE.

Any information we collect from you during your use of this Website is subject to our Privacy Policy. For the full text of our Privacy Policy, please click below in the footer.

Restrictions on Use of Materials

Unless explicitly stated otherwise on this Website, all contents of, and materials which from time to time comprise this Website, including (but not limited to) all text, editorial content, course materials, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "look and feel," and all other graphical elements, and all code and software of this Website (collectively "Materials") and all copyrights, trademarks, service marks, tradenames, patents and other intellectual property rights in any Materials are the sole and exclusive property of Celesq®, or its third-party licensors, and are protected by U.S. laws and international treaties. YOU ARE NOT AUTHORIZED TO, AND MUST NOT SELL, RENT, MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, DOWNLOAD, POST, TRANSMIT, DISPLAY, DISTRIBUTE, OR USE ANY MATERIALS IN ANY WAY, provided however, that subject to the provisions of any applicable Legal Notice (described below), you may, where specifically permitted, download and print a single copy of portions of Materials on a single computer for your own personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices contained in the original Material on any copy you make. Special rules apply to your use of courses and certain other materials. These special rules are listed as "Legal Notices" on this Website and are incorporated into these Terms and Conditions of Use by reference. Your use of any Materials on any other Website or on a networked computer environment for any purpose is expressly prohibited. 

If you violate any of these Terms and Conditions of Use, or any Legal Notice, your permission to access or use this Website or any Materials automatically terminates and you must immediately destroy any copies you have made of Materials. Furthermore, we reserve the right in our sole and absolute discretion to refuse access to this Website, or any areas on this Website, or any service to any person or entity for any reason or for no reason whatsoever.

Your Postings to this Website -Forums, Chatrooms and Other Communications

You agree that in connection with your use of this Website you must not at any time: (i) transmit or cause to be transmitted any message, information, data, text, software or image, or other communications, content or material (collectively "User Content") that is in any respect unlawful, harmful, threatening, abusive, harassing, libelous or otherwise defamatory or tortious, vulgar, obscene, or otherwise objectionable, or which may be invasive of another's right of privacy or publicity, or which might in any respect give rise to civil or criminal liability; (ii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (iii) post, upload or transmit any User Content if you do not have the absolute right to do so (and by posting, uploading or otherwise transmitting any User Content to this Website you guaranty to us that you have all requisite legal rights to so post, upload and transmit that User Content and that such posting, uploading and transmission does not infringe or otherwise violate any law or infringe the rights of any person or entity); (iv) post, upload or transmit any User Content which contains a virus, worm, Trojan horse or corrupted data or code that manifests contaminating or destructive properties; (v) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (vi) use this Website's communication features in a manner that adversely affects the availability of this Website's resources to other users; (vii) upload or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation or advertising; (viii) violate any applicable local, state, national, or international law or treaty; (ix) post, upload or transmit any User Content that infringes any patent, trademark, trade secret, copyright or proprietary rights or any rights of privacy or publicity of any person or entity; (x) delete or revise any User Content posted by another person or entity; (xi) manipulate or display this Website by using framing or similar navigational technologies.
By posting, uploading or otherwise transmitting any User Content to this Website, you grant Celesq® (or warrant that the owner of such rights has expressly granted to Celesq®) a perpetual, royalty-free, irrevocable, non-exclusive, right and license to use, reproduce, modify, adapt, publish, edit, translate, distribute, transmit, publicly perform and display that User Content, and to incorporate that User Content into any form, medium or technology now known or hereafter developed throughout the universe, and to sub-license any of these rights through multiple tiers of sub-licensees. You also warrant that all so-called moral rights in the User Content are waived. You agree that you have no recourse against Celesq® for any alleged or actual infringement or misappropriation of any proprietary right in your User Content. 

Celesq® is not responsible for the truth, completeness, objectivity or usefulness of any "User Content", nor does Celesq® endorse any "User Content". You assume the entire risk of believing or not believing any "User Content" you read on this Website.
We do not screen, monitor, edit or review "User Content". We do however have the right to monitor or remove any "User Content" at any time and without notice if we believe it will improve this Website.


If we are notified of communications which allegedly do not conform to these Terms and Conditions of Use, we may investigate the allegation and determine in good faith and in our sole discretion whether to remove or request the removal of the communication. Celesq® has no liability or responsibility to you for performance or non-performance of those activities. We reserve the right to expel you and prevent your further access to this Website for violating this agreement or the law, and the right to remove communications which are abusive, illegal, or disruptive; or which otherwise do not comply with these Terms and Conditions of Use..

 

Digital Millennium Copyright Act

  1. 1. Notice. If you are a copyright owner or an agent thereof and believe that any material infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Celesq’s designated Copyright Agent to receive notifications of claimed infringement is email: slmirsky@celesq.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Celesq® customer service through email: ­­­­­customer.care@celesq.com. You acknowledge that if you fail to comply with all of the requirements of this Section 9.1, your DMCA notice may not be valid.
  1. Counter-Notice. If you believe that your material that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the United States District Court in the Southern District of Florida (West Palm Beach), and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Celesq® may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Celesq’s sole discretion.

DISCLAIMER
YOUR USE OF THIS WEBSITE AND OF ANY MATERIALS, COURSES, INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) IS AT YOUR SOLE RISK. THIS WEBSITE AND ANY MATERIAL, COURSE, INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) ARE PROVIDED "AS IS". TO THE FULLEST EXTENT PERMITTED BY LAW, CELESQ® HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT CELESQ® KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS AWARE OF, ANY SUCH PURPOSE), QUALITY, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CELESQ® DOES NOT WARRANT THAT ANY MATERIAL, COURSE, INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR ANY SERVER THAT MAKES THIS WEBSITE AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. CELESQ® DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULTS OF USE, OF ANY MATERIALS, COURSES, INFORMATION, PRODUCT OR SERVICES OFFERED ON, IN, OR THROUGH THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT ANY RESULTS OBTAINED FROM YOUR USE OF THIS WEBSITE, OR ANY MATERIAL, COURSE, INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN OR THROUGH THIS WEBSITE WILL MEET YOUR EXPECTATIONS.
CELESQ® DOES NOT GUARANTY, REPRESENT OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS WEBSITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR THE IMPLEMENTATION OF SUFFICIENT PROCEDURES AND CHECKPOINTS WHICH SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY AND DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THIS WEBSITE OR FOR THE RECONSTRUCTION OF ANY LOST DATA.

LIMITATION OF LIABILITY
IN NO EVENT SHALL CELESQ® OR ANY OF ITS RESPECTIVE SUPPLIERS, CONTENT PROVIDERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE MATERIAL, INFORMATION, PRODUCT OR SERVICE, OR ANY COMPUTER RELATED DAMAGES DUE TO DOWNLOADING FROM THIS WEBSITE OR OTHERWISE RESULTING FROM ANY USE OR INABILITY TO USE THIS WEBSITE OR ANY MATERIAL, COURSE, INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE, WHETHER IN AN ACTION BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF, OR IN CONNECTION WITH ANY USE OF THIS WEBSITE OR ANY MATERIALS, COURSES, INFORMATION, GOODS, OR SERVICES OFFERED ON, IN OR THROUGH THIS WEBSITE.

Links to Other Websites
THIS WEBSITE, OR THIRD PARTIES, MAY PROVIDE LINKS TO OR FROM OTHER WEBSITES WHICH ARE NOT OWNED OR OPERATED BY CELESQ®. SUCH LINKED SITES ARE NOT UNDER CELESQ'S CONTROL AND CELESQ® EXPLICITLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENTS OF ANY LINKED SITE, OR FOR ANY LINK CONTAINED IN A LINKED SITE, OR FOR ANY CHANGES OR UPDATES TO ANY LINKED SITE, OR FOR ANY WEBCASTING OR OTHER TRANSMISSION RECEIVED FROM ANY LINKED SITE. LINKS ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU, AND NOT AS AN ENDORSEMENT BY CELESQ® OF (AND CELESQ® DOES NOT ENDORSE) ANY CONTENT, ADVERTISING, GOODS, OR SERVICES, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH LINKED SITES. CELESQ® IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS WHICH MAY BE CAUSED, OR ALLEGED TO BE CAUSED, BY OR IN CONNECTION WITH ANY LINKED SITE OR YOUR USE OF OR RELIANCE UPON ANY CONTENT, ADVERTISING, GOODS, SERVICES, OR OTHER MATERIALS ON OR AVAILABLE FROM OR THROUGH ANY LINKED SITE AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST CELESQ® WITH RESPECT TO ANY LINKED SITE OR ANY OF THE FOREGOING MATTERS. IF YOU DECIDE TO ACCESS OR USE ANY LINKED SITE, YOU DO SO AT YOUR OWN RISK.

Celesq® is not responsible for the privacy practices of, or any transmission received from, any linked site. We do not make any representations or warranties as to security of any information, such as the credit card or other information you might be requested to give a third party at another Website, and you hereby irrevocably waive any claim against Celesq® regarding such sites. We urge you to make whatever investigation you deem appropriate before you proceed with any online or offline transaction with any of these third parties.

Not Legal Advice
The Materials provided on or through this Website are not intended to constitute, and should not be considered as, legal advice. Although we use reasonable efforts in collecting, preparing and providing Materials, we do not warrant or guaranty the accuracy, completeness, adequacy, or timeliness of any Materials contained in or linked to this Website.

Equipment
You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to, and use of, this Website and all charges, costs and expenses related thereto.

Indemnification
You agree to defend, indemnify , and hold harmless Celesq®, its officers, directors, employees and agents, from and against any claims, actions, demands, judgments or liabilities, fines, penalties, and expenses, including but not limited to reasonable legal and accounting fees, resulting from, or alleged to result from, your use of any Materials. Celesq® will provide notice to you promptly of any such claim, suit, or proceeding, and will assist you at your expense, in defending any such claim, suit, or proceeding.

Export Control
The U.S. controls the export of products and information. You must comply with all restrictions of, and must not export or re-export any of the materials to any countries or persons prohibited under applicable export control laws. By downloading any of the materials you are agreeing that you are not in a country where export is prohibited and that you are not a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding importation, exportation or re-exportation of any materials.

Copyright Notice

Copyright ©2014 Celesq, Inc. All rights reserved.

Trademarks
Celesq®, Celesq.com and other Celesq® products or services referenced herein are either trademarks, service marks, or registered trademarks or service marks of Celesq, Inc. The names of actual companies and products or services mentioned on this Website or any linked Websites may be the trademarks or service marks of their respective owners. 

Jurisdiction
These Terms and Conditions of Use, and all Legal Notices, shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any principles of conflicts of laws. Any controversy, claim, or dispute arising out of or relating to these Terms and Conditions of Use or the breach thereof shall be settled solely and exclusively by binding arbitration held in Palm Beach County, Florida and administered by the American Arbitration Association in accordance with the then prevailing arbitration rules and procedures. Each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator. Each party shall bear its own attorney’s fees, costs, and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief.

If for any reason this arbitration clause becomes not applicable or if the parties are seeking injunctive or equitable relief as provided above, then each party submits to the exclusive jurisdiction and venue of courts in Palm Beach County, Florida, USA regarding any and all disputes relating to these Terms and Conditions of Use, Legal Notices, your use of this Website, or any courses or services offered on this Website. Each party hereto agrees not to institute any such action or proceeding in any other court in any other jurisdiction. If any provision of these Terms and Conditions of Use or Legal Notice shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions of Use, or Legal Notice (as the case may be) and shall not affect the validity and enforceability of any remaining provisions. Any cause of action or claim you may have with respect to this Website or any Material, course, information, product or service offered on, in, or through the Website must be commenced within one year after the claim or cause of action arises, or that claim or cause of action is barred. Celesq's failure to insist upon or enforce strict performance of any provision of these Terms and Conditions of Use or any Legal Notice shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practices shall act to modify any provision of these Terms and Conditions of Use or any Legal Notice. Celesq® may assign its rights and duties under these Terms and Conditions of Use or any Legal Notice to any person or entity at any time without notice to you.

Any rights not expressly granted herein are reserved by Celesq®.

The opinions expressed by the authors are their own, and are not necessarily the opinions of Celesq®, or its shareholders, officers, directors, employees, agents, or advertisers.

 

 

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