"You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR A CITIA PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
1. ACKNOWLEDGEMENT AND ACCEPTANCE
2. ADDITIONAL TERMS
From time to time, we may supplement these Terms with additional terms that pertain to specific Content, such as new or expanded services and products, courses or events ("Additional Terms"). You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms.
3. MODIFICATIONS TO TERMS
We may modify these Terms from time to time. When we post modifications to these Terms, we will revise the “Effective” date at the bottom of this page. The modified Terms will be effective immediately upon posting. Your continued use of the Site after the posting of the modified Terms constitutes your agreement to abide and be bound by them, as modified. If you object to any modification, your sole recourse is to terminate your use of the Site. We recommend that you check the Site from time to time to inform yourself of any changes in these Terms or any of our other policies.
4. CHANGES TO CITIA PRODUCTS
We may modify or discontinue any Product, any portion thereof or any service, tool, or digital product related to or contained within a Product without notice to you and without liability to you or any third party, except as otherwise provided in these Terms.
5. REGISTRATION INFORMATION
Certain activities on a Product require registration which require you to provide your name, e-mail address and, in some cases, a phone number. You also may be asked to select a user name and password. You acknowledge and agree that we may block your use of a Product if your registration information is not complete and/or terminate your right to use the Product if any of the registration information that you provide is untrue, not current, incomplete or inaccurate, or if we has reasonable grounds to believe that any of your registration information is untrue, not current, incomplete or inaccurate. You also must maintain and update your registration information to keep it current, complete and accurate.
You represent to us that you have the authority to register with and/or use the Site according to these Terms. You affirm that you are fully able and competent to enter into these Terms and to abide by and comply with these Terms.
7. COMMUNITY GUIDELINES
You agree that when using a Product, you will act in a manner consistent with the goals of the Product, and by way of example, and not as a limitation, you specifically agree that:
a. You will not violate any applicable local, state, national or international law, including but not limited to any rule, regulation, decree or ordinance.
b. You will not post information on or download information from the Product unless you have all rights and authority necessary to do so.
c. You will not post any inappropriate, defamatory, vulgar, obscene, sexually explicit, potentially libelous or slanderous, infringing, harmful, harassing, threatening, illegal or other material or information that we in our sole discretion view as objectionable to any Product, including but not limited to text, graphics, audio and video files.
d. You will not defame, abuse, harass, stalk, threaten, embarrass, cause distress, unwanted attention or discomfort or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of any User or representative of Semi-Linear.
e. You may express your disagreement with someone’s point-of-view but personal attacks, or attacks based on another person’s race, national origin, ethnicity, religion, gender, sexual orientation, disability or other such condition or circumstance, are strictly prohibited.
f. You will not impersonate another person or entity, including but not limited to a Semi-Linear representative, or communicate under a false name or a name that you are not entitled or authorized to use.
g. You will not post surveys, contests, chain letters, pyramid schemes, unnecessarily long messages, unnecessary or repetitive posts, multiple ratings for the same item, meaningless text, spamming, offensive declarations or other similarly disruptive content.
h. You will not falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material posted on any Product.
i. You will not post files that contain viruses, corrupted files or other similar software, programs or routines that may damage the operation of another’s computer or a Citia Product.
j. You will not attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to another User’s user name(s) or other information, our servers, our software or areas of a Product not intended for your access.
k. You will not post, transmit or distribute any unsolicited advertising, promotional materials or other forms of solicitation to Users, individuals or entities, except in areas designated by us for such purposes.
l. You will not harvest, mine or otherwise collect or store personal information about others, including without limitation e-mail addresses and User profiles.
m. You will not use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses any Product in a manner that sends more request messages to the Semi-Linear servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from a Product for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases.
n. You agree not to collect or harvest any personally identifiable information, including without limitation usernames, from any Product or to use the communication systems provided by the Product for any commercial solicitation purpose.
o. You agree not to solicit, for commercial purposes, Users of a Citia Product.
8. LICENSE GRANT AND CONTENT
Subject to these Terms, we hereby grant you a nonexclusive, nontransferable right to: (a) access to Citia Products; (b) access the Content and the software which includes, but is not limited to files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software"), made available through any Product; and (c) download, print and use one copy of the Content for your personal or internal use only. Unauthorized access to any Product, or to the telecommunications or computer facilities used to deliver Citia Products, is a breach of the Terms and is a violation of law.
No Content, or trademarks, service marks and logos contained in the Content (collectively, "Marks"), may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written consent of Semi-Linear or the applicable owner of such Content and Marks. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights. For purposes of these Terms, the use of any such Content on any other website or networked computer environment is prohibited.
Except as specifically permitted in these Terms, you may not, directly or indirectly,: (i) transfer, sell, sublicense, rent or lease the Content or the Software; (ii) circumvent any encrypted data or gain access to more materials or data than was licensed or use a Citia Product in any manner which violates this these Terms or any applicable law; (iii) reverse engineer, decompile, disassemble, translate or convert any Software or computer programs used to produce a Product; and/or (iv) copy (except as provided herein), reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate or otherwise modify the Content and/or Software or permit any third party to engage in any of the acts proscribed in clauses (i) through (iv). Upon request, you must provide us with evidence of compliance with this Section. Any special rules for the use of the Content or Software, accessible on the Site may be included elsewhere within a Product and are incorporated into these Terms by reference.
The Content on Citia Products is protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The Content includes both material owned or controlled by us and material owned or controlled by third parties and licensed to us. Except for Content you post, title to all Content remains with us or the third party owners of such Content. Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. All rights not expressly granted herein are reserved by us.
9. PUBLIC AND REGISTERED USER AREAS
Certain areas of the Citia Platform contain information intended only for Users who create user names or join or register to use the Platform (“Registered Users”) and we reserve the right to limit these areas to Registered Users. If you use an area reserved for Registered Users (a “Registered User Area”), you agree that you are solely responsible for your own communications, the consequences of posting those communications and your reliance on communications found in public Cardsites or Registered User Areas. We are not responsible for the consequences of communications in public Cardsites or Registered User Areas. Although we may from time to time monitor the Content posted on a Product, we are under no obligation to do so. We attempt to create a safe and supportive environment for all individuals by taking measures to prevent offensive behavior but we make no guarantee with respect to your experience of the Site.
10. THIRD PARTY LINKS
These Terms apply only to Citia Products. A Cardsite may provide links to other websites and resources, the content and features of which may change over time. Because we have no control over such third-party sites and resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources.
YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH WEBSITES AND RESOURCES.
We have the right, at any time and in our sole discretion, to block links to any Citia Product through technological or other means, without prior notice.
If we determine, in our sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate on any Product, we reserve the right to: (a) delete any or all content provided by you or your agent(s) to the Product; (b) discontinue your registration with the Platform; (c) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (d) any other action which we deem to be appropriate.
13. SYSTEM OUTAGES
We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. We have no liability whatsoever for: (a) the resulting unavailability of any Citia Product; (b) any loss of data or transactions caused by planned or unplanned system outages; (c) the resultant delay, misdelivery or nondelivery of information caused by such system outages; or (d) any third party acts or any other outages of web host providers, Internet service providers or the Internet facilities and networks.
YOU EXPRESSLY AGREE THAT USE OF A CITIA PRODUCT, INCLUDING BUT NOT LIMITED TO ALL CONTENT, SERVICES, AND DIGITAL PRODUCTS, IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SEMI-LINEAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEMI-LINEAR DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE PRODUCT OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. SEMI-LINEAR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT ON A PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU (AND NOT SEMI-LINEAR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY DEVICE THAT YOU USE TO ACCESS THE PRODUCT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DO NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE LICENSED APPLICATION, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON A CITIA PRODUCT, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT SEMI-LINEAR ) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Semi-Linear may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Semi-Linear’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless, Semi-Linear and its directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on Semi-Linear ‘s behalf, at your own expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim, or demand, arising from, or in connection with your use of a Citia Product, any communications that you convey through the Product, or your breach of these Terms, or any other terms, rules or regulations applicable to the use of a Product, or your violation, or infringement of other persons rights.
18. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you are a copyright owner or an agent thereof and believe in good faith that materials hosted by Semi-Linear infringe your copyright, you (or your agent) may send Semi-Linear’s designated copyright agent a notice requesting that the material be removed or access to it blocked by providing Semi-Linear’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
· Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on a Citia Product are covered by a single notification, a representative list of such works on the Product;
· Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Semi-Linear to locate the material;
· Information reasonably sufficient to permit a Semi-Linear representative to contact you, such as a name, telephone number, and, if available, an e-mail address;
· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
· A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
· If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you (or your agent) to send Semi-Linear‘s copyright agent a counter-notice with the following information in writing (see 17 U.S.C 512(g)(3) for further detail):
· Your physical or electronic signature;
· Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
· A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
· Your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Semi-Linear may be found, and that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person.
If a counter-notice is received by our copyright agent, Semi-Linear may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Semi-Linear’s sole discretion.
Notices and counter-notices with respect to this website should be sent to Semi-Linear's copyright agent:
12 W 72nd Street, #27A, New York, New York, 10023
Semi-Linear suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Semi-Linear will terminate a Registered User and a Registered User’s access to the Site or the Services if, under appropriate circumstances, the Registered User is determined to be a repeat infringer.
For clarity, only DMCA notices and counter-notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Semi-Linear online customer service. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
19. USERS FROM OUTSIDE THE UNITED STATES
By visiting this website, submitting information or using any of Semi-Linear’s products or services, you acknowledge that you accept the practices and policies outlined in these Terms and consent to having your data transferred to and processed in the United States. If you do not agree to these Terms, please do not use a Citia Product.
This website is controlled and operated by Semi-Linear from the United States. Semi-Linear does not represent or warrant that the website, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access Citia Products do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of Citia Products and/or services related thereto and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. Semi-Linear may limit the availability of the Product, in whole or in part, to any person, geographic area or jurisdiction that Semi-Linear chooses, at any time and in Semi-Linear’s sole discretion.
Governing Law: These Terms are governed and interpreted in accordance with the laws of the State of New York and the United States of America, without giving effect to any choice of law or conflict of law provisions that would cause the application of any other state's or nation’s laws.
Arbitration: THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. All disputes arising under or relating to these Terms or to your use (or inability to use) of the Site shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes ("Supplementary Procedures"), as amended by the terms of these Terms. The Supplementary Procedures are available online at www.adr.org. To the extent that the arbitrator deems reasonable, the arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the County of New York in the State of New York. The arbitrator's decision shall be based upon the substantive laws of the State of New York without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. The foregoing shall not preclude Semi-Linear from seeking any injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in New York County in the State of New York, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
No Rights of Third Parties: These Terms do not create rights enforceable by third parties.
Other: These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. These Terms will bind and inure to the benefit of each party's successors and permitted assigns. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without Semi-Linear's prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner, and the enforceable Sections of these Terms will remain binding upon the parties. Any heading, caption or Section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any Section or provision hereof. These Terms, together with all policies referred to herein, constitute the entire agreement between you and Semi-Linear with respect to your use of the Site and supersedes all prior or contemporaneous communications and proposals between you and Semi-Linear regarding such subject matter. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
21. CONTACTING SEMI-LINEAR
If you have any questions about Semi-Linear generally, these Terms or the Site, please feel free to contact Semi-Linear at:
12 W 72nd Street, #27A, New York, New York, 10023
22. NOTICE TO CALIFORNIA RESIDENTS
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the website is
12 W 72nd Street, #27A, New York, New York, 10023
To file a complaint regarding the website or to receive further information regarding use of the Site, send a letter to the above address, contact Semi-Linear via e-mail or telephone Semi-Linear at [phone number]. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.
Effective as of September 18, 2020