These Terms of Use (“Terms”) set forth a legally binding agreement between you and Cynara USA Inc. (“Cynara”, “we”, “our”, or “us”) and govern your use of our website, Cynara.net (the “Site”).

In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

By using the Site, you acknowledge and accept these Terms and any Additional Terms, and consent to the collection, use, and sharing of your information and other activities as described in our Privacy Policy https://www.cynara.net/en/privacypolicy. If you do not agree to these Terms and any Additional Terms, do not use the Site.

These Terms may change over time, in which case we will post the modified Terms on this page and change the “Effective Date”. Your use of the Site following a change to these Terms signals your acceptance of the modification(s).

Use of the Site

Content. The Site may contain: (i) materials and other items relating to Cynara and its services including layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Cynara; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All rights, title, and interest in and to the Site and the Content is the property of Cynara, our licensors, or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.

Limited License. Subject to your strict compliance with these Terms and any Additional Terms, Cynara grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, and use the Site, and to retain one copy of the Content as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, the Site or any Content, and (ii) may be immediately suspended or terminated for any reason, in Cynara’s sole discretion, and without advance notice or liability. Your unauthorized use of the Site or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. 

Restrictions. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, directives, and agreements that apply to your use of the Site and Content. You further agree that you will not: (i) use the Site or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Site or Content that is unlawful, harmful, offensive, obscene, violent, threatening, harassing, abusive, or otherwise objectionable to Cynara; (iii) harvest any information from the Site or Content; (iv) reverse engineer or modify the Site or Content; (v) interfere with the proper operation of the Site or its security features; (vi) infringe any intellectual property or other right of any third party; (vii) use the Site or Content in a manner that suggests an unauthorized association with Cynara or any other party, or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any Additional Terms.

Availability and Termination.  Cynara may immediately suspend or terminate the availability of the Site, in whole or in part, to any individual user or all users, for any reason, in Cynara’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Site, or upon notice from Cynara, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site.

Reservation of All Rights. All rights not expressly granted to you are reserved by Cynara and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Site or Content for any purpose is prohibited.

Requests and Notifications. You agree to cooperate with all reasonable requests of Cynara and to notify Cynara promptly upon learning of any actual or suspected unauthorized use or abuse of the Site or Content, or if you breach these Terms or any Additional Terms.

User Content

Except as provided in our Privacy Policy, any content that you submit through the Site or to Cynara, whether directly or through a third-party website or platform (“User Content”) will be deemed to be non-confidential and may be disclosed through the Site to other parties on a worldwide basis, including for browsing, downloading, printing, and other uses by such other persons or entities. You agree not to submit User Content through this Site or to Cynara except for User Content that is fully authorized for purposes of the Site and these Terms, and by providing User Content in connection with the Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. It is your obligation to determine the extent to which User Content you submit is protected by applicable intellectual property laws. You agree that Cynara shall have, and hereby grant to Cynara, a worldwide, royalty-free, perpetual, irrevocable, sublicensable, non-exclusive right and license to translate, reproduce, sell, publish, distribute, modify, adapt, display, perform, promote, link to, or use, in any form or media, any User Content that you submit to Cynara. Cynara does not endorse any User Content, or third-party product or service that may appear in connection with use of the Site. Nothing in these Terms shall obligate Cynara to use any User Content you submit or permit the posting of such User Content on any website or platform.

You agree that you will not engage in any activity or conduct or submit as part of the Site any User Content or other material that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive, or otherwise objectionable and that you will not cause damage, embarrassment, or adverse publicity to Cynara.

You will submit only User Content that is functionally and technically compatible with this Site. You will not attempt to damage, corrupt, tamper with, or infect the Site, the Content, or any information or telecommunication system of Cynara with a virus or other malicious computer program. You will only use the Site for the permitted purposes stated in these Terms and will not engage in abusive activity with respect to the Site or undertake any other activity which may adversely affect the use or enjoyment of the Site by any person. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., network probing tools) is strictly prohibited. If you become involved in any violation of system security, Cynara reserves the right to release your details to system administrators of other sites and services and law enforcement authorities in order to assist them in resolving security incidents.

Copyright Infringement and DMCA Policy

Cynara expects users of the Site to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In Cynara’s sole discretion, we may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (DMCA) and other applicable law, Cynara has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.

If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it through the Site, then you may send us a written notice that must include all of the following:

• “DMCA Copyright Infringement Notice” in the heading or subject line.
• A description of the copyrighted work you believe to have been infringed.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a screenshot of the location where the material is located).
• Accurate and adequate information that we can use to contact you (including your full name, postal address, telephone number, and email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that all the information in your notice is accurate and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed).
• Your physical or electronic signature.

We will respond to notices of claimed copyright infringement in accordance with the DMCA.

Cynara will only respond to DMCA notices that it receives by mail or email to info@cynara.net.

It is often difficult to determine if your copyright has been infringed. Cynara may elect to not respond to DMCA notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents an infringement may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA counter-notification.

Communications

We may communicate with you electronically in regard to the Site, including by email. You agree that all notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You may cancel or modify our email marketing communications you receive from us by following the instructions contained within our promotional emails.  This will not affect subsequent subscriptions.  Please note that we reserve the right to send you certain communications relating to your use of our Site, such as administrative and service announcements, and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications.

Site Access

The Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Cynara, access to the Site may be interrupted, suspended, or terminated from time to time. Cynara shall have the right at any time to change or discontinue any aspect or feature of the Site.

Dispute Resolution

If a dispute arises between you and Cynara, you and Cynara agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Site through binding arbitration or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly at info@cynara.net to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Cynara agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement.

If any controversy, allegation, or claim relates in any way to your use of the Site (collectively, “Dispute”), then you agree the Dispute shall be submitted to confidential arbitration in Delaware except that we may seek injunctive or other appropriate relief in any state or federal court. You hereby consent to, and waive, all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Delaware. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association; any dispute shall otherwise be governed by the internal laws of the State of Delaware without regard to Delaware choice of law principles, except that the provisions of this agreement concerning arbitration shall be governed by the Federal Arbitration Act. The arbitrability of disputes shall be determined by the arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

If for any reason a claim proceeds to court rather than arbitration, you and Cynara agree to waive any right to a jury trial.

Warranty Disclaimer

THE SITE, ITS CONTENT, AND ITS LINKS AND COMMUNICATIONS ARE PROVIDED ON AN “AS IS” BASIS AND ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. CYNARA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE SITE (INCLUDING ITS CONTENT, HARDWARE, SOFTWARE, AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY, AND FREEDOM FROM COMPUTER VIRUS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitations on Liability and Remedies

CYNARA’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH CYNARA (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SITE OR RECEIPT OF ANY COMMUNICATIONS) IS TO DISCONTINUE YOUR USE OF THE SITE. CYNARA AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE SITE, RECEIPT OF ANY COMMUNICATION, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SITE. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF CYNARA HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, CYNARA AND ITS VENDORS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN ANY EVENT, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION ARE NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, THE MAXIMUM LIABILITY OF CYNARA WILL BE LIMITED TO, IN THE SOLE DISCRETION OF CYNARA ANY AMOUNT PAID TO CYNARA IN CONNECTION WITH THE CONTENT THAT UNDERLIE THE CLAIM.

Indemnification

You agree to defend, indemnify, and hold harmless Cynara from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms or any Additional Terms; (ii) your use of the Site; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party including any intellectual property, publicity, confidentiality, property, or privacy right; or (v) any misrepresentation made by you. Cynara reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Cynara’s defense of any claim. You will not in any event settle any claim without the prior written consent of Cynara.

Third-Party Interactions

Third-Party Sites and Other Information. The Site may contain, as a convenience to you, content, links, and other information submitted by third parties over whom Cynara has no control or responsibility, as well as translations thereof which Cynara may arrange. Cynara has no obligation to monitor, control, or restrict the use of the Site, or third-party websites or services accessible via links available as part of the Site. These other websites or services are not under Cynara’s control, and you acknowledge that, whether or not such websites or services are affiliated in any way with Cynara, Cynara is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites or services. The inclusion of such a link does not imply endorsement of any website or service by Cynara or any association with its operators.

Business Transactions. We reserve the right to transfer any information we obtain through the Site in the event of a joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction including negotiations of such transactions).

General Provisions

Severability; Interpretation; Assignment. If any provision of these Terms or any Additional Terms is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or any Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or any Additional Terms. The summaries of provisions and Section headings are provided for convenience only and shall not limit the full Terms. Cynara may assign its rights and obligations under these Terms or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Cynara.

Complete Agreement; No Waiver. These Terms and any Additional Terms reflect our complete agreement regarding the Site and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Site. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by Cynara in exercising any of the rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by Cynara.

Investigations; Cooperation with Law Enforcement. Cynara reserves the right to investigate and prosecute any suspected or actual violations of these Terms or any Additional Terms. Cynara may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

International Issues. Cynara controls and operates the Site from its offices in the United States. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content if and to the extent local laws apply. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available through the Site to any person, entity, geographic area, or jurisdiction at any time and in our sole discretion and to limit the quantities of any content, program, product, service, or other feature that we provide.

Contact Information 
If you have any questions regarding these Terms or the Site, you may contact us by email at info@cynara.net