Terms of Use

Terms of Use

Last updated November 2020

Please read these Terms of Use (“Terms”) carefully before agreeing to use the www.cerebrocapital.com website or any page thereof (collectively, the “Website”) and any services (the “Services”) offered or provided by Cerebro Capital, Inc. (“Cerebro,” “Company,” “we,” “us,” or “our”). For purposes of these Terms, “you” or “your” means the person(s) using this Website, and/or the Services, both in such person’s individual capacity and in such person’s capacity as an employee or agent of another individual or entity, if applicable.  

Acceptance of These Terms

Your access to and use of the Website and the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors and users (registered and unregistered) who wish to access or use the Website or Service.

BY ACCESSING OR USING THE WEBSITE OR SERVICE, YOU AGREE (ON BEHALF OF YOURSELF AND ANY INDIVIDUAL OR ENTITY OF WHICH YOU ARE AN EMPLOYEE OR AGENT) TO BE BOUND BY THESE TERMS. IF YOU DISAGREE WITH ANY PART OF THESE TERMS THEN YOU DO NOT HAVE PERMISSION TO ACCESS AND MUST IMMEDIATELY CEASE USING THE WEBSITE OR SERVICES.

The owner of the Website is incorporated in Delaware, United States, with a principal place of business in Maryland, United States. This Website is intended for individuals who are at least 18 years of age and reside in the United States or any of its possessions or territories. By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Acknowledgement

The Website and the Services are administrative in nature. Cerebro DOES NOT, as part of the Services, the Website, or otherwise:

  • Guarantee funding of any kind;
  • Provide financial or investment advice;
  • Make any loans or credit decisions; or
  • Issue commitments or any loan agreements.

Cerebro is not a financial institution, as defined in 15 U.S.C. § 6809 or otherwise.

Scope of Use

Use of the Website and Services

You may use the Website and the Services only for their stated purposes, which such purposes are lawful in nature and are in accordance with these Terms of Use and any other agreement with the Company to which you are a party.  

We reserve the right to withdraw or amend the Website, the Services, or materials made available to you through the Service (including but not limited to any information provided to the Company by third parties) (the “Materials”) in our sole discretion without notice. This right includes changing or discontinuing any aspect or feature of the Website or Services or any portion thereof.

We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website. We may update the content on this Website at any time. 

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

Prohibited Activities

You shall not, and shall not permit any other person to, access or use the Services or Materials except as expressly permitted by these Terms of Use. 

For purposes of clarity and without limiting the generality of the foregoing, except as expressly permitted by this Agreement, you shall not:

  • make the Services or Materials available to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
  • bypass or breach any security device or protection used by the Service or Materials or access or use the Service or Materials other than by your own use of your then valid access credentials;
  • input, upload, transmit or otherwise provide to or through the Service any information or materials that are or could be unlawful or injurious, or contain, transmit or activate any harmful code or could otherwise interfere with the proper working of the Website;
  • use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
  • use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;
  • damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Website, Services, our systems or out provision of services to any third party, in whole or in part;
  • remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Service or any Materials, including any copy thereof;
  • access or use the Service or Materials in any manner that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), or right of a third party (including without limitation the intellectual property rights of any third party);
  • access or use the Service or Materials for purposes of competitive analysis of the Service or Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage;
  • use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
  • otherwise access or use the Service or Materials beyond the scope of the authorization granted hereunder; or
  • attempt to do any of the foregoing.

Monitoring and Enforcement

We may monitor your use of the Website and Services and will determine, in our sole discretion, whether there has been a breach of these Terms through your use of the Website or the Service. When a breach of these terms has occurred, we may take such action as we deem to be appropriate.

If we suspect a breach of these Terms, you agree that we may, with or without prior notice take any or all of the following actions:

  • immediately, temporarily or permanently withdraw your right to use the Website or Services;
  • issue a warning to you;
  • commence legal proceedings against you, including reimbursement of all costs on an indemnity basis (including but not limited to the reasonable administrative and legal costs resulting from the breach); and
  • disclose relevant information to any government or regulatory authorities as we reasonably feel is necessary.

In the event of termination due to a suspected breach of the Company’s intellectual property rights, you agree to immediately return or destroy any copies of the Website or Materials you have made. In the event of termination generally, all provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

The responses described in these Terms of Use are not exhaustive and we may take any other action we reasonably deem appropriate, including but not limited to pursuing legal or equitable action against you.

YOU HEREBY WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

No right, title, or interest in or to the Website or any content on the Website is transferred to you, either directly or by estoppel or otherwise, and all rights not expressly granted are reserved by the Company.

You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, copy, modify, print, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by any required end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

Specifically but without limiting the general restriction on authorized use as set forth above, you must not:

  • Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Service or Materials, in whole or in part;
  • Use any part of the Website or any Services or Materials for your own commercial purposes;
  • Exploit any of the content set forth on the Website or the Materials;
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text;
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials; or
  • Attempt to do any of the foregoing.

Trademarks

The Company name, the terms Cerebro Capital, Credit Explorer, Deal Sonar, and Covenant Navigator, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You agree to not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website or in Cerebro’s provision of the Services (including the names of any third parties with whom you communicate through the Website or by virtue of the Services) may be the trademarks of their respective owners. You agree not to use any such trademarks without the prior written permission of the owner.

Other Media

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

The Website may provide certain features, which you may use solely as they are provided by us. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Website other than the homepage.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any features and any links at any time without notice in our discretion.

DISCLAIMERS; LIMITATION OF LIABILITY

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. Your use of the Website, the Services, and the Materials are at your own risk.

The Website or Materials may contain certain links, hyperlinks or imbedded links to third party websites. Such links are provided solely for your convenience and reference only, and the inclusion of such a link does not imply any endorsement by the Company or its affiliates of such website, its contents, the services provided thereunder or its owner. The Company and its affiliates are not responsible for the accuracy or content of the information provided by that website, nor are they liable for any direct or indirect damages, losses, claims or liabilities arising out of your access to, or use of, such website or the services offered thereunder.

You acknowledge and agree that we may use third-party vendors and hosting partners to provide hardware, software, networking, storage, and related technology to run the Services. We may provide the ability to integrate the Services with certain third-party applications that may be utilized at your own option and risk. You understand and agree that Cerebro has no liability arising from the use of such third-party vendors, partners, or integrations with third-party applications.

We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

THIS WEBSITE AND ALL MATERIALS, PRODUCTS AND SERVICES PROVIDED TO YOU BY THE COMPANY, THROUGH THE WEBSITE OR AS PART OF THE SERVICES, INCLUDING ANY CHANGES, IMPROVEMENTS, AMENDMENTS OR OTHER MODIFICATIONS THERETO, ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR OTHERWISE WITH RESPECT TO SUCH ITEMS OR THE USE THEREOF, INCLUDING ANY WARRANTIES RELATED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THE COMPANY DOES NOT WARRANT THE COMPLETENESS, ACCURACY, OR USEFULNESS OF ANY INFORMATION PROVIDED TO YOU VIA THE WEBSITE OR THE SERVICES. SUCH INFORMATION IS SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

THE EVALUATION OF THE ACCURACY, COMPLETENESS OR USEFULNESS OF SUCH ITEMS, THE INFORMATION CONTAINED THEREIN, AND ANY OPINION, ADVICE OR OTHER CONTENT RELATED THERETO THAT IS PROVIDED TO YOU BY THE COMPANY OR ITS AFFILIATES, WHETHER THROUGH THE WEBSITE OR AS PART OF THE SERVICES, IS YOUR RESPONSIBILITY.

YOU HEREBY AGREE THAT THE COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, BOARD MEMBERS, AND AGENTS ARE NOT, AND WILL NOT BE, LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR THE INABILITY TO USE THIS WEBSITE AND/OR THE SERVICES OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THIS WEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED THROUGH THE WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY AND/OR ITS SUPPLIERS, PROVIDERS, AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Indemnification

As a condition of use of this Website and/or the Services, you hereby agree to indemnify and hold harmless, and at the Company’s option, defend the Company and its affiliates from and against any and all liabilities, costs, expenses (including any reasonable attorneys’ fees), and other damages arising out of or related to claims resulting from your use of this Website and/or the Services alleging facts that, if true, would constitute your breach of the terms, conditions, representations, warranties or covenants contained in these Terms of Use.  Notwithstanding the foregoing, if you do assume the obligation to defend such claims, you may not settle any such claim against the Company unless Company consents to such settlement, and further provided that the Company will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

Privacy Policy

The Cerebro Privacy Policy (the “Privacy Policy”), available at https://www.cerebrocapital.com/privacy-policy/, and which is incorporated by reference herein, sets forth the Company’s policy applicable to the information that is collected or developed based upon the information collected, from you through this Website, as part of the Services or otherwise.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.  Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States located in the State of Delaware or the courts of the State of Delaware. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Should any part of these Terms of Use be determined to be illegal, invalid, void or otherwise unenforceable pursuant to Applicable Law including, without limitation, any warranty disclaimers, liability limitations or arbitration provisions set forth above, then such illegal, invalid, void or otherwise unenforceable provision shall be deemed to be superseded by a validly enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect. You hereby irrevocably agree that a printed copy of these Terms of Use (along with evidence of your acceptance hereof, including evidence of your use of the Website or Services while the Terms of Use are in effect), and any notice given hereunder electronically, shall be admissible in any judicial, administrative or arbitration proceedings arising our or otherwise relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated, maintained, and executed in printed form. All of the Company’s rights that are not expressly granted herein are hereby reserved.

Entire Agreement

The Terms of Use, our Privacy Policy, and any Services Agreement between you and the Company constitute the sole and entire agreement between you and the Company regarding the Website, Services, and Materials and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. In the event that you enter into a Services Agreement with the Company and any terms thereof are inconsistent with these Terms of Use, then the Services Agreement shall control.

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.