TERMS OF USE

By accessing, using or viewing pages on our websites, www.celerity.net, (collectively, the "Site"), you ("You") agree to be bound by these Terms of use. Please read the following carefully. You acknowledge and agree that this document constitutes a legally binding document between you and Celerity, Inc. ("Celerity" or "We"). You understand and agree that We may modify this Site without notice, and may discontinue the Site at any time. We encourage You to review these Terms of Use periodically as they may change. By continuing to use this Site after We modify these terms, you agree to be bound such future revisions of these Terms of use.

Celerity Respects Your Privacy

These Terms of Use incorporate the terms of Celerity's Online Privacy Policy, found at www.celerity.net Please note that any non-personal information or material sent to Celerity will generally be deemed to NOT be confidential.

Limited License; Copyright

Celerity hereby authorizes you to view and download a single copy of the material on this Site solely for your personal, noncommercial use.

The Site contains text, graphics, logos, icons, documentation and other materials ("Site Content") furnished by Celerity, its licensors and agents. Site Content is protected under copyright, trademark, trade secret, and other laws of both the United States and foreign countries. All Site Content, including the collection, arrangement and assembly of such content is the exclusive property of Celerity. Any unauthorized use of the Site Content may violate such laws. Except as expressly provided herein, Celerity and its licensors do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information with respect to the Site Content.

Except as specifically permitted herein, You may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any of the Site Content in any way for any public or commercial purpose without the prior written permission of Celerity.

Use and Protection of Account Number and Password

You are responsible for maintaining the confidentiality of your account number and/or password, if applicable. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.

Warranties and Disclaimers

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND CELERITY, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CELERITY MAKES NO WARRANTY THAT (i) INFORMATION OR SITE CONTENT WILL MEET YOUR REQUIREMENTS, AND (ii) ACCESS TO THE SITE AND SITE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLETHIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. CELERITY MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. INFORMATION OR SITE CONTENT MAY BE OUT OF DATE, AND CELERITY MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

CELERITY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE SITE CONTENT, OR ANY SOFTWARE AND/OR SERVICES WHICH ARE REFERENCED BY OR LINKED TO THIS SITE. REFERENCES TO OTHER CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHEN YOU ACCESS A NON-CELERITY WEB SITE, YOU DO SO AT YOUR OWN RISK AND CELERITY IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, DATA, OPINIONS, ADVICE, OR STATEMENTS MADE ON THESE SITES OR FOR THE QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE ON SUCH SITES. CELERITY PROVIDES THESE LINKS MERELY AS A CONVENIENCE AND THE INCLUSION OF SUCH LINKS DOES NOT IMPLY THAT CELERITY ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT OR USES OF SUCH WEB SITES.

IN NO EVENT SHALL CELERITY OR ITS AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT CELERITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE USE OF ANY SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CELERITY OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

This Site can be accessed from other countries around the world and may contain references to Celerity products, services, and programs that have not been announced in your country. These references do not imply that Celerity intends to announce such products, services or programs in your country.

Indemnity

You agree to indemnify and hold Celerity, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your use of the Site, Your connection to the Site, Your violation of these Terms of Use, or Your violation of any rights of another person or entity.

Governing Law and Jurisdiction

This Site (excluding linked sites) is controlled by Celerity from its offices within the State of California, United States of America. By accessing this Site, You and Celerity agree that all matters relating to Your access to, or use of, this Site shall be governed by the statutes and laws of the State of California, without regard to the conflicts of laws principles thereof. You and Celerity also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Santa Clara County and the United States District Court for the Northern District of California with respect to such matters. Celerity makes no representation that Site Content is appropriate or available for use in other locations, and accessing Site Content from territories where such content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. These Terms of Use comprise the entire agreement between You and Celerity with respect to the use of the Site and Site Content, and supersedes all prior agreements between the parties regarding the subject matter contained herein.

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