Terms of Use

THIS PAGE STATES THE TERMS AND CONDITIONS THAT CONSTITUTE THE LEGAL AGREEMENT GOVERNING YOUR USE OF THE WEBSITE ON WHICH THESE TERMS ARE PUBLISHED (THE “SITE”). PLEASE READ THIS PAGE CAREFULLY, BECAUSE IT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES WITH RESPECT TO YOU USE OF THE SITE. IF YOU DO NOT ACCEPT THIS TERMS OF USE AGREEMENT, DO NOT USE OR SUBMIT ANY INFORMATION THROUGH THIS SITE. BY USING THIS SITE IN ANY MANNER (INCLUDING ACCESSING, READING, AND/OR INTERACTING WITH IT), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE (THE “TERMS OF USE”) AND BY THE TERMS OF THE FOLLOWING ADDITIONAL TERMS AND POLICIES WHICH MAY BE ACCESSED BY CLICKING THE LINKS BELOW, ALL OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE (COLLECTIVELY, THE “AGREEMENT”):

PRIVACY POLICY
AS USED IN THIS AGREEMENT, THE WORDS "YOU" AND "YOUR" REFER TO EACH USER OF THE SITE, AND THE WORDS "WE", "US", "OUR" AND ANY OTHER VARIATION THEREOF REFER TO CELOSIA VENTURES LLC, A NEW YORK LIMITED LIABILITY COMPANY ("CELOSIA”), WHO IS THE OWNER OF THE SITE. THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT AS LONG AS YOU ARE A USER OF THE SITE AND YOUR OBLIGATIONS HEREUNDER AND ANY DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO INDEMNIFICATION, WARRANTIES AND LIMITATIONS OF LIABILITY) WILL SURVIVE ANY CESSATION OF SUCH USE AND/OR ANY CESSATION OF ANY RELATIONSHIP YOU MAY HAVE OR DEVELOP WITH CELOSIA. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF USE AND THOSE OF THE ADDITIONAL TERMS AND POLICIES IDENTIFIED ABOVE, THE LATTER WILL GOVERN. IN THE EVENT OF A CONFLICT BETWEEN THE CONTENT IN ANY FREQUENTLY ASKED QUESTIONS OR ‘FAQ’ SECTION OF THE SITE AND THIS AGREEMENT, THIS AGREEMENT WILL GOVERN.

By using the Site, you represent and warrant that (a) you have the right, authority and capacity to enter into and abide by this Agreement, (b) you are at least 18 years of age, (c) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (d) you are not listed on any U.S. Government list of prohibited or restricted parties. The Site is intended solely for users who are 18 years of age or older. Any use of or access to the Site by anyone under 18 is unauthorized and constitutes a violation of the Agreement.

Site Content; Ownership
‍The content on the Site, including but not limited to text, graphics, logos, images, software, designs, artwork, photographs, audio clips, video clips, digital downloads, documents, button icons, and other content, information and/or materials displayed on or otherwise accessible from or on the Site, and the selection and arrangements thereof (collectively, “Site Content”) is the exclusive property of Celosia, its Related Parties and/or their respective successors, heirs, assigns, licensors, suppliers, vendors, promotional partners, and sponsors. Nothing in the Agreement will be interpreted to convey any rights, title, or interest in or to any Site Content. Celosia exclusively retains all intellectual property rights (including patents, trademarks, copyrights, and trade secrets) and moral rights (including, rights of attribution and authorship) throughout the world in and to all Site Content and all derivative works and improvements based thereon (as each of those terms or their equivalents is defined and applied under any applicable Law). The Site and Site Content are protected by United States and international intellectual property and other Laws and those of applicable foreign countries, including, without limitation, those relating to copyrights, trademarks, privacy and publicity, and the regulation of communications, and any unauthorized copying, displaying, or other use of the Site or any Site Content may violate one or more of these Laws. Some Site Content is provided or reproduced with permission from third party sources, which Site Content is the property of those third party sources. You may not reprint, republish, resell or redistribute these materials in any form or manner without our express written consent or the express written consent of the applicable rights holder. If you violate these restrictions, you may be subject to civil and criminal penalties.

Social Media Features
‍You acknowledge and agree that your use of any of the third party social networking features that may be integrated into the Site, including, without limitation, by clicking “like” for Facebook purposes, and/or clicking “follow” for X/Twitter purposes, subjects you to the terms, conditions and privacy practices and policies of such third parties, and that the results of such use are determined by such third parties, which results may include publication of information regarding your use of the Site on the websites and mobile applications of such third parties. You further acknowledge and agree that by using any internal social networking features of the Site, including, without limitation, by clicking “share” (or any similar terminology) to share any Site Content or other information relating to your use of the Site, such information will be disclosed to third parties selected by you and in some cases published on the Site for anyone to see.

Prohibited Conduct
‍Celosia grants you permission to use the Site and Site Content for general informational purposes only and only in compliance with this Agreement. All other use of the Site and/or Site Content (in whole or in part), including, but not limited to, uploading, downloading, displaying, publishing, performing, broadcasting, transmitting, retransmitting, modifying, creating derivative works from, reproducing (whether by linking, framing, or any other method), or otherwise exploiting the Site or any Site Content, are strictly prohibited without Celosia’s prior express written consent. You may not use, modify, reproduce, distribute, or transmit any Site Content from the Site without the prior written consent of Celosia. You may not use or attempt to use, and shall cause each other party under your control not to use or attempt to use, any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, avatars, or intelligent agents) to navigate or search the Site other than (a) any search engine and/or search agents that may be available from the Site, and (b) generally available third-party web browsers. You may not resell, decompile, reverse engineer, disassemble, or otherwise convert the Site or any Site Content comprised of software or other code to a perceivable form. 

Access to the Site and/or certain Site Content may not be lawful by certain persons or in certain countries. You also understand, acknowledge, and agree that downloading of any object code or software by users in restricted countries is prohibited. If you access the Site or any Site Content, you do so at your own risk and are responsible for compliance with all local, state, federal, national and international laws, rules, regulations, ordinances, judgments, decrees and treaties (collectively, “Laws”) applicable to the jurisdiction from which you access the same.

The Site may not be used in any manner that is unlawful or harmful to Celosia’s rights and/or the rights of any third party, including Celosia’s affiliates, subsidiaries and related companies, and/or their respective owners, managers, officers, directors, employees, representatives, agents, contractors, operational service providers, and advertisers (collectively, “Related Parties”), or that is in violation of this Agreement or any Law. You may not attempt to: (a) alter, or destroy data on, from or through the Site or retrieve any data on, from or through the Site other than that which is made directly available to you on the Site; (b) probe, scan or test the vulnerability of a system or network on, from or through the Site; (c) breach or defeat system or network security measures on, from or through the Site such as authentication, authorization, confidentiality, intrusion detection, or monitoring; (d) interfere with or disrupt the Site or our business, operations or services, or those of any third party (including Related Parties); (e) interfere with or disrupt any computer, host, network, or telecommunications device we maintain or which is maintained by any third party (including Related Parties); (f) interfere with or disrupt the legitimate use of the Site by any person, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “spamming", :mailbombing”, or “crashing” the Site or the server of any user; (g) transmit, distribute, disseminate, publish or store any information that is in violation of any Law or is defamatory, abusive, obscene, indecent, or harassing, or that threatens or encourages injury to persons or property or infringement of the lawful rights of any person or entity; (h) violate the privacy rights of any person or entity; (i) use any technology that is or reasonably should be known to contain software viruses, Trojan horses, or any computer code, files, or programs designed to disrupt, destroy, invade, gain unauthorized access to, corrupt, observe, or modify without authorization, any of our data, software, computing or network devices, or telecommunications equipment, or those of any authorized user or of any third party (including Related Parties); (j) use the Site to send, relay, forward, bounce, reply, or otherwise route commercial or non-commercial unsolicited electronic messages or “spam” or commercial electronic messages even if previously solicited by the intended recipient; (k) copy (whether directly or by use of any scraping or similar techniques) any Site Content; (l) bypass the homepage of the Site via deep-linking or any other means, or frame the Site, or any Site Content without our express written permission; (m) falsify identification or impersonate any person or entity, including, but not limited to, a Celosia representative.

Trademarks and Service Marks
‍There may be various proprietary trademarks, service marks, logos, slogans, and product designations found on the Site. By granting you access to and permitting you to use the Site and by making such marks, logos, slogans and designations available thereon, Celosia is not granting you by implication, estoppel, or otherwise, a license to use them in any fashion under any of Celosia’s or any third party’s intellectual property rights or otherwise. No Celosia trademark, service mark, logo, slogan, or product designation may be used as a hyperlink without Celosia’s prior written permission. All product or service names and other marks not owned by Celosia are the property of their respective owners. Requests to use any such third party owned names or marks should be directed to the relevant third party owner thereof.

Third Party Content
‍The Site may contain links or pointers to other websites and/or mobile applications maintained by third parties, banner and general advertising, and other content provided by advertisers and other third parties (collectively, “Third Party Content”). You understand, acknowledge, and agree that the inclusion of Third Party Content on the Site does not, absent an express statement to the contrary elsewhere in the Agreement, indicate (a) an endorsement by Celosia of (i) any Third Party Content provider or the business practices (including the privacy policies) thereof, (ii) the goods, services, or information provided by any Third Party Content provider, and/or (iii) the advertising, information and/or messages conveyed in any Third Party Content, or (b) any other authorization, sponsorship, affiliation, joint venture or partnership by, with or between any Third Party Content Provider and Celosia and/or any Related Parties. To the extent you enter into any correspondence, business relationship, or other engagement with any Third Party Content provider, all such correspondence, relationships, and/or other engagement, including, without limitation, any resulting contractual agreements, are solely between you and the relevant Third Party Content provider. Your further agree that we are not responsible for upholding any applicable terms, conditions, representations, or warranties made by Third Party Content providers or the purchase of goods and/or services offered by Third Party Content providers. Celosia reserves the right to terminate a link to a third party website or application at any time and remove any other Third Party Content at any time. Linked and/or advertised third party websites and/or applications are not under our control and Celosia is not responsible for their availability, content, advertising, products or materials, including any further links in a third party site or application. It is up to you to take precautions to ensure that any third party website or application you navigate to, download or use through any Third Party Content on the Site is free of computer viruses, worms, Trojan horses and other items of a destructive nature. You agree that neither Celosia nor any Related Parties will, under any circumstances, be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Content and/or any products, services, information, content, advertising, or business practices of any Third Party Content provider and/or any linked third-party sites or applications. If you decide to access and use linked third-party websites or applications, you understand, acknowledge, and agree that you do so at your own risk. Any concerns with any Third Party Content and/or any third party products, services, information, websites or applications should be directed to the provider thereof. Any website or application linking to the Site (a) may link to, but not replicate, the Site Content; (b) should not create a browser, border environment or frame the Site Content; (c) must not imply that we are endorsing it or its products; (d) must not misrepresent its relationship with us; (e) must not present false information about us or the Site; and (f) must not contain content that could be construed as obscene, distasteful, or offensive.

Third Party Beneficiary Rights
‍Some of the provisions within the Agreement are for the benefit of Related Parties. You acknowledge and agree that at all times all Related Parties (whether individuals or entities) will have the right to assert and enforce those provisions directly against you on their own behalf.

Disclaimers
‍The Site and the Celosia Content  are provided to you for general informational purposes only and should not be construed as investment or any other advice or a solicitation, offer, or recommendation to purchase, hold, or sell any security or other investment. Celosia does not represent or warrant that: (a) the Site Content is accurate or complete, (b) the Site Content is up-to-date or current, (c) the Site Content will be updated, (d) the Site Content is free of technical inaccuracies or typographical errors, (e) the Site Content is free from changes caused by third parties, or (f) access to the Site and/or the Site Content will be free from interruptions, errors, computer viruses or other harmful components. It is your sole responsibility to evaluate the accuracy, completeness, and usefulness of any Site Content. Under no circumstances will Celosia be liable for any loss or damage of any kind arising out of or relating to your use, download, reproduction, distribution and/or reliance on the Site or any Site Content.

THE SITE AND ALL SITE CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CELOSIA MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY SITE CONTENT, OR THAT THE SITE AND/OR THE SERVERS AND/OR SOFTWARE OF THE SITE WILL BE ERROR-FREE, AVAILABLE FOR UNINTERRUPTED USE, OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CELOSIA ON OR THROUGH THE SITE WILL CREATE ANY WARRANTY. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SITE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND/OR SITE CONTENT. YOUR USE OF THE SITE AND/OR SITE CONTENT IS UNDERTAKEN SOLELY AT YOUR DISCRETION AND OWN RISK. IF YOUR USE OF THE SITE AND/OR ANY SITE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT NEITHER CELOSIA NOR ANY RELATED PARTY WILL BE RESPONSIBLE FOR THOSE COSTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE DISCLAIMERS IN THIS AGREEMENT MAY NOT APPLY TO YOU.

Limitation of Liability
‍CELOSIA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATING TO YOUR FAILURE TO COMPLY WITH THIS AGREEMENT. You agree that neither Celosia nor any of its Related Parties will have any liability or responsibility to you for any loss or damage under any theory of liability or indemnity arising from or relating to your failure to comply with this Agreement and/or in connection with your use of the Site and/or any Site Content. You hereby release and forever waive any and all claims you may have against Celosia and its Related Parties for losses or damages you may sustain in connection with your use of the Site and/or any Site Content.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) YOU EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS THAT YOU MAY HAVE (IF APPLICABLE) UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”,

(II) UNDER NO CIRCUMSTANCES WILL CELOSIA OR ANY OF ITS RELATED PARTIES BE LIABLE FOR ANY DIRECT (OTHER THAN A REFUND OF AMOUNTS PAID BY YOU TO CELOSIA IN THE PREVIOUS MONTH DIRECTLY FOR USE OF THE SITE, IF ANY), INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST DATA, PROFITS, OR GOOD WILL, RESULTING FROM ACCESS TO, USE OF OR INABILITY TO USE THE SITE AND/OR ANY SITE CONTENT, OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH TRANSMISSION OF INFORMATION VIA THE INTERNET, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, AND EVEN IF ONE OR MORE OF CELOSIA AND ANY RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, and (III) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN IN NO EVENT WILL CELOSIA’S OR ANY RELATED PARTY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND/OR CAUSES OF ACTION INCURRED OR SUFFERED BY YOU RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH THE AGREEMENT, AND/OR YOUR USE OF THE SITE OR ANY SITE CONTENT, EXCEED THE SUM OF FIFTY UNITED STATES DOLLARS (US$50.00).

Indemnification
‍To the maximum extent permitted by applicable Law, you agree to indemnify, defend, and hold harmless Celosia and its Related Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of, resulting from or relating to your use or misuse of the Site and/or any Site Content, violation of applicable Law, breach of the Agreement, or infringement of any intellectual property or other rights of any person or entity. Celosia reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Celosia in asserting any available defenses.

Governing Law; Venue; Limitation of Claim Period
‍The Agreement is governed by and will be construed in accordance with the internal laws of the State of New York without regard to the conflict of laws principles of such jurisdiction. All proceedings, disputes, claims or controversies arising out of or relating to the Site, the Site Content, and/or the Agreement must be brought and heard exclusively (a) for those brought by you, in the state courts located in New York, New York or, if a basis for Federal jurisdiction exists, in the United States District Court for the Southern District of New York, and (b) for those brought by us or any of our Related Parties in the courts referenced in clause (a) above or in any court located in a jurisdiction in which you reside, are organized or incorporated (if applicable), and/or from where you accessed the Site. You hereby irrevocably consent to the personal and subject matter jurisdiction of such courts and waive any claim that such courts represent an inconvenient or otherwise inappropriate venue or forum. Celosia controls and operates the Site from New York, New York. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE, ANY SITE CONTENT, AND/OR THE AGREEMENT MUST BE FILED BY YOU IN AN APPROPRIATE COURT IN ACCORDANCE WITH THE FOREGOING WITHIN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR SUCH CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED AND FOREVER BARRED AUTOMATICALLY UPON EXPIRATION OF SUCH PERIOD.

Modifications and Amendments
‍The Agreement may not be modified or amended by you under any circumstances. We may amend or modify this Agreement (in whole or in part) at any time and from time in our sole discretion without prior notice to you by updating this page and/or posting such amendments or modifications and/or a revised version of the Agreement (in whole or in part) on the Site. You agree that you will not be entitled to any notice of such modifications, amendments or revised versions (collectively “Amendments”) and waive any rights to the same. Such Amendments will be effective and binding on you as a user of the Site immediately upon posting with respect to your use of the Site thereafter. YOUR USE OF THE SITE AFTER SUCH POSTING WILL BE DEEMED ACCEPTANCE OF THE POSTED AMENDMENTS. THEREFORE, WE URGE YOU TO REVIEW THIS AGREEMENT FREQUENTLY. NOTWITHSTANDING THE FOREGOING, HOWEVER, WE MAY, IN OUR SOLE DISCRETION, EFFECT AN AMENDMENT BY DIRECT NOTICE TO YOU, IN WHICH CASE THE AMENDMENT WILL BE EFFECTIVE UPON SUCH NOTICE.

Termination; Survival
‍Celosia reserves the right, in its sole discretion, to terminate or suspend your access to all or part of the Site, with or without notice, for any reason or no reason, including, without limitation, breach of the Agreement. Upon any such termination or suspension or your voluntary cessation of use of the Site and all Site Content, all terms, conditions, and provisions of the Agreement that by their nature impose or contemplate a continuing obligation, including, without limitation, those under the sections entitled “Site Content; Ownership”, “Prohibited Conduct”, “Disclaimers”, “Limitation of Liability”, “Indemnification”, “Modification or Discontinuance”, “Governing Law; Venue; Limitation of Claim Period”, “Modifications and Amendments”; “Termination; Survival”, and “Miscellaneous” shall survive such termination, suspension, or cessation and remain in full force and effect.

Miscellaneous
‍Celosia’s failure to insist upon or enforce strict performance of any provision of the Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between us and you nor trade practice will act to modify any provision of the Agreement. Celosia may assign its rights and duties under this Agreement to any party at any time without notice to you. If any provision of the Agreement, or the application thereof to any person or circumstances, is found to be invalid or for any reason, unenforceable by any court having competent jurisdiction, (a) such provision will be deemed amended to the least extent possible to render it valid and enforceable in a manner that preserves the original intent of the provision as much as possible, and (b) the invalidity or unenforceability of such provision will not affect the validity and application of the remaining provisions of the Agreement, which will remain in full force and effect. No waiver of any term of the Agreement or the breach thereof will be effective unless in a writing signed by the party to be charged with such waiver. No waiver of any term of the Agreement or the breach thereof will be deemed a further or continuing waiver of such term or any other term or the breach thereof. The Agreement constitutes the complete and entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, written, electronic or oral, in relation thereto, unless expressly agreed otherwise in a written agreement signed by authorized representatives of both you and Celosia. The section titles in this Agreement are for your convenience only and do not have any legal or contractual effect.