1. Introduction
1.1
This license agreement (“Agreement”) governs your use of the website for Calbina Group Limited and its subsidiary Calbina Container Management (together referred to as “Calbina”) located at www.calbina.com (the “Website”). Through this Agreement, Calbina grants you a limited license to use the Website subject to this Agreement and the terms of use ("Terms of Use") below. This Agreement forms a legally binding agreement between you and Calbina.
1.2
This Agreement governs your use of the Website. This Agreement does not govern consulting, advisory or any other services referred to in our Website nor any other services, which will be governed by separate signed agreement.
1.3
Calbina is a company registered in the British Virgin Islands with registered number 128758 and having offices at Harneys, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands. If you have any questions regarding these terms of use or your use of the Website, contact us at info@calbina.com or Monte Carlo Sun, 74 blvd d’italie, MC 98000, Monaco.
2. Acceptance of Terms
2.1
You must agree to this Agreement prior to your use of the Website. Your use of the Website is conditioned upon your acceptance of the terms set forth below. If you do not agree to the terms set forth in this Agreement, you may not use the Website.
2.2
By your use of the Website, you agree to be bound by the terms of this Agreement:
2.3
By agreeing to this Agreement, you acknowledge that you have read, understand and accept the terms and conditions described below, and you agree to be bound by the Terms of Use and all terms, policies and guidelines incorporated in the Terms of Use by reference.
3. Your Use of the Calbina Website
3.1
Subject to your remaining in compliance with the provisions of this Agreement, Calbina hereby grants to you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license solely to access and use the Website. The Website shall not be used in any other manner or for any other purpose during the term of this Agreement or thereafter.
3.2
Use of the Website by children under the age of 13 is prohibited. By using the Website, you warrant that you are 13 years of age or older.
4. Privacy and Collection of Information
4.1
Calbina collects information about you through your use of the Website. Our right to retain, use or publish any such information is governed by the Calbina Privacy Policy. By using the Website, you agree that Calbina may retain, use, and publish information collected through your use of the Website in accordance with the Calbina Privacy Policy, located at www.calbina.com/privacy.html
5. Our Proprietary Rights
5.1
Calbina retains all rights, title, and interest to the Website and any updates that may be provided to you under this Agreement. Calbina reserves all rights not expressly granted to you.
5.2
You acknowledge and agree that the Website contains proprietary and confidential information that is protected by United States copyright law, applicable intellectual property and other laws in other jurisdictions. All trademarks, service marks, advertising slogans and names provided on the Website are proprietary to Calbina. Except as expressly authorized by Calbina, you agree that all rights described herein are reserved to Calbina and you are not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website, in whole or in part.
6. Confidentiality Obligations
6.1
You must at all times use your best endeavors to prevent disclosure of any Confidential Information. These restrictions do not to apply to any Confidential Information which is generally available in the public domain or otherwise than through any default of yours.
7. Indemnity
7.1
You and any business or third party subject to this Agreement through your use shall indemnify, defend and hold harmless Calbina and its officers, agents and employees from and against any claims, demands or causes of action (a) alleging infringement of any third party intellectual property rights based on (i) your use of the Website, (ii) the use of any other software or hardware that is used in conjunction with the Website, (iii) the unauthorized use of the Website, or (iv) use of the Website not in conformance with the specifications or the requirements of this Agreement, (b) based on the unauthorized use of the Website by you, or (c) based on or resulting from a breach of any provision of this Agreement by you.
8. Disclaimer of Warranties and Limitation of Liability
8.1
Other than as specifically set forth herein, the Website is provided “AS IS” and “WITH ALL FAULTS” and without warranty of any kind. You agree that the use of the Website is at your risk.
8.2
CALBINA MAKES NO WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, OPERATION OF THE SERVICES, OR OUTPUT OF OR RESULTS OBTAINED FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY, COMPLIANCE WITH APPLICABLE LAW OR NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY CALBINA AND WAIVED BY YOU.
8.3
OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, IN NO EVENT SHALL CALBINA, ITS AGENTS OR EMPLOYEES, HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) ARISING IN ANY MANNER IN CONNECTION HEREWITH, OR OUT OF THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT PRODUCT LIABILITY, INFRINGEMENT, GOVERNMENT AGENCY FINES OR ENFORCEMENT ACTIONS OR OTHERWISE, AND WHETHER OR NOT CALBINA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
8.4
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English or other applicable law.
9. Modification and Termination of the Website
9.1
Calbina may, in its sole discretion, discontinue offering the Website or terminate or suspend your access to the Website at any time.
9.2
Calbina reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at www.calbina.com/terms-of-use.html (or another URL that Calbina may provide from time to time). You are advised to regularly review these Terms of Use. You accept modifications of this Agreement through your continued use of any part of the Website following the posting of any such changes or modifications.
10. General Provisions
10.1
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
10.2
The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.
10.3
Except as otherwise expressly set forth herein, the parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written. This Agreement may only be amended in a writing signed by duly authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties’ authorized successors, legal representatives, and authorized assigns.
10.4
All notices, demands, requests, consents or other communications required or permitted by this Agreement (“Notices”) shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, (3) when delivered by hand or sent by recognized overnight courier (with acknowledgement received by the courier), or (4) sent by facsimile, electronically confirmed and followed up immediately by standard mail.
10.5
THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, OR SELF HOSTED SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT.
10.6
Unless prohibited by law, any and all disputes arising under this Agreement shall only be resolved by courts located in the State of New York and the parties hereto consent to venue therein, the exclusive personal jurisdiction thereof, and to the sufficiency of service of process by certified or registered mail in connection with any dispute arising out of or in connection with this Agreement. However, if you are a resident of England or Wales you must bring proceedings in England or Wales; if you are a resident of Northern Ireland, you must bring proceedings in Northern Ireland; if you are resident of Scotland, you must bring proceedings in Scotland. If you are a resident of any other country you must bring proceedings in England or Wales;
10.7
In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable lawyers’ fees and costs. 10.8 The provisions this agreement, including but not limited to sections 3, 4, 5, 6, 7, 8, 9 and10, shall survive any termination or expiration of this Agreement.