TERMS AND CONDITIONS

This Agreement is between the User (“You” / “Your”) and CipherIP (“We” / “Us” / “Our”).  CipherIP is the operator of the CipherIP.com website and provider of downloadable software and other content available through the CipherIP.com website (collectively the “Site”).

The Site is offered to You conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”).  Your use of the Site constitutes Your agreement to all such Terms.  

ELECTRONIC COMMUNICATIONS

Visiting the Site or sending messages to CipherIP through the “Contact Us” feature constitute electronic communications.  You consent to receive electronic communications, including responses to Your messages sent to CipherIP, and You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these terms of use.  As a condition of Your use of the Site, You warrant to Us that You will not use the Site for any purpose that is unlawful or prohibited by these Terms.  You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for or through the Site.

All content included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of CipherIP or its suppliers and protected by copyrights, patents, and other forms of intellectual property and proprietary rights.  You agree to observe and abide by all copyrights, patents, and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site.  Your use of the Site does not entitle You to make any unauthorized use of any protected content, and in particular You will not delete or alter any proprietary rights or attribution notices in any content.  You will use protected content solely for Your personal use, and will make no other use of the content without the express written permission of CipherIP.  You agree that You do not acquire any ownership rights in any protected content.  We do not grant You any licenses, express or implied, to the intellectual property of CipherIP except as expressly authorized by these Terms.

INTERNATIONAL USERS

The Site is controlled, operated and administered by CipherIP from Our offices within the USA.  If You access the Site from a location outside the USA, You are responsible for compliance with all local laws.  You agree that You will not use the content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless CipherIP, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of Your use of or inability to use the Site or services, Your violation of any terms of this Agreement or Your violation of any rights of a third party, or Your violation of any applicable laws, rules or regulations.  CipherIP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with CipherIP in asserting any available defenses.

ARBITRATION

In the event the User and CipherIP (the “Parties”) are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the Parties in a location mutually agreed upon by the Parties.  The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction.  In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees.  The Parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including tort claims that area result of these Terms and Conditions.  The Parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision.  The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator.  This arbitration provision shall survive the termination of these Terms and Conditions.

CLASS ACTION WAIVER

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted.  THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER.

Further, unless both You and CipherIP agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.  CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN.  CIPHERIP AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

CIPHERIP AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.  CIPHERIP AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIPHERIP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CIPHERIP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.