Terms and Conditions

Cerillo Purchase Terms & Conditions

THIS DEVICE PURCHASE AGREEMENT (“Agreement”) is a legal agreement between CERILLO, INC, a Virginia corporation with a principal place of business at 107 E Water St, Charlottesville, VA 22902 (“CERILLO”), and you, the purchaser (either an individual or an entity) and who is referred to in this Agreement either as “you” or “Purchaser.” Each of CERILLO and Purchaser is sometimes referred to as a “Party” and collectively as the “Parties.”

By using the Device or Software (as defined below), you agree to be bound by the terms of this Purchase Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS PURCHASE AGREEMENT, DO NOT USE THE DEVICE. YOU AGREE THAT YOUR USE OF THE DEVICE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

In consideration of the mutual promises and agreements in this Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties for themselves, their successors, and assigns, do hereby agree as follows:

Section 1. SALE

    1. CERILLO hereby sells and transfers to Purchaser the device (the “Device”) as described in the Purchaser Order you have filled out on CERILLO’s website or submitted to CERILLO by other means (the “Purchase Order”) for the consideration as listed on that same Purchase Order (the “Purchase Price”), and on the terms and conditions contained herein. The Device is described in the Purchase Order. This Agreement includes a license to use the related software (the “Software”) on the terms of this Agreement and of the Subscription and Service Agreement  (“SSA”), which can be found on CERILLO’s website and may be attached to this Agreement. Purchaser shall be responsible for all sales and transfer taxes and duties on the Device or Software, including without limitation any export tax, VAT or any other tax or duty due to any taxing or governing authority in the United States or elsewhere.
    2. Payment of the Purchase Price will be made according to the terms agreed upon in writing at the time of sale. This payment shall be received no later than 30 days of receipt of the Device, by credit card, check, or wire transfer of immediately available funds, without deduction for any transfer fees, pursuant to any applicable wiring instructions that CERILLO has provided or will provide to Purchaser. The Purchase Price will include shipping costs and delivery of the Device FOB to Purchaser’s address.

Section 2. USE AND REPAIR

      1. Operation of Device. Purchaser shall cause the Device to be operated in accordance with all applicable CERILLO instructions, manuals and publications by competent and qualified personnel.
      2. Additional Consultation or Repair and Maintenance. If Purchaser requires assistance with the use or repair of the Device, CERILLO and Purchaser will enter into a separate agreement to provide such consultation and advice.
      3. Warranty. CERILLO provides a warranty on the Device and Software that covers repair or replacement of the Device, at the option of CERILLO for two (2) years after the date of the sale of the Device, subject to the limitations set forth in Section 7 of this Agreement. CERILLO offers an extended warranty plan that is covered by a separate “Extended Warranty” agreement.

Section 3. EXPORT CONTROL

CERILLO is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the Export Administration Act 1979), and its obligations under this Agreement are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the appropriate agency of the United States or written assurances that Purchaser will not export data or commodities to certain foreign countries without prior approval of such agency. Purchaser agrees to cooperate with CERILLO, including without limitation, providing required documentation, in order to obtain export licenses or exemptions therefrom, if required. Purchaser warrants that it will comply with the U.S. Export Administration Regulations and other laws and regulations governing exports in effect from time to time. Purchaser further agrees not to provide the Device to any organization, public or private, which engages in the research or production of military devices, armaments, or any instruments of warfare, including biological, chemical and nuclear warfare.

Section 4. OWNERSHIP OF INTELLECTUAL PROPERTY

CERILLO has rights to the intellectual property underlying the Device and Software. Neither Purchaser nor its representatives shall (i) reverse engineer the Device, (ii) disassemble the Device, including without limitation, by removing any components from their respective housings, except in connection with authorized repairs, (iii) copy, modify or make any reproduction of the Device in whole or in part through mechanical or other means, or (iv) use, inspect or analyze the Device other than solely as necessary for the use of this Device. Furthermore, Purchaser shall not, and shall not authorize any third party to, alter, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or attempt to derive computer source code from the Software. Request for information necessary to achieve interoperability between Purchaser’s computer systems and the Software shall be communicated promptly in writing to CERILLO and CERILLO will endeavor to provide such information to Purchaser. To the extent that CERILLO provides Purchaser with access to any source code to the Software, such source code shall be deemed confidential and Purchaser shall return the same to CERILLO upon request and destroy any copies remaining in Purchaser’s possession.

Section 5. INDEMNITY

Purchaser shall indemnify, defend, reimburse, and hold harmless CERILLO, its employees, directors, consultants, agents, successors, and assigns, and the University Of Virginia Patent Foundation, which granted CERILLO a license to the Device, and its employees, directors, consultants and agents, from and against any and all losses, damages, injuries, claims, demands, actions, suits, proceedings, liabilities, costs, and expenses, including legal expenses, of whatever nature, whether related to injury or death to persons or damage to property resulting from a claim brought by a third party to the extent arising out of or connected with Purchaser’s acts or omissions relating to this purchase, including its negligent use of the Device or Software, except to the extent caused by CERILLO’s gross negligence or willful misconduct.

Section 6. REPRESENTATIONS AND WARRANTIES

  1. CERILLO warrants that (i) it has the right to lawfully sell the Device and grant the license to the Software to Purchaser as set forth in the SSA; and (ii) it has full power to enter into and fully perform this Agreement without conflict with any other Agreements and, to CERILLO’s knowledge, the Device or Software furnished hereunder will not infringe upon or violate any rights of any third person, including, without limitation, rights of patent, trade secret, trademark, trade dress or copyright
  2. Purchaser warrants that it has full power to enter into and fully perform this Agreement without conflict with any other agreements.

Section 7. DISCLAIMERS

EXCEPT AS PROVIDED IN THIS AGREEMENT, THERE ARE NO UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING ANY REGARDING THE MERCHANTABILITY OF THE DEVICE OR SOFTWARE, OR THE FITNESS OF THE DEVICE OR SOFTWARE FOR A PARTICULAR PURPOSE). THIS AGREEMENT STATES THE ENTIRE OBLIGATION OF CERILLO IN CONNECTION WITH THIS TRANSACTION. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE DEVICE AND SOFTWARE ARE PROVIDED “AS IS, WITH ALL FAULTS.” OTHER THAN AS SET FORTH IN THIS AGREEMENT, CERILLO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION, STATE, OR OPERABILITY OF THE DEVICE OR THE SOFTWARE. CERILLO’S OBLIGATION TO REPAIR OR REPLACE INHERENT DEFECTS IN THE SOFTWARE AND DEVICE DURING THE WARRANTY PERIOD SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER.

CERILLO IS NOT RESPONSIBLE FOR MISUSE OF THE DEVICE OR SOFTWARE BY PURCHASER. PURCHASER, IN ITS SOLE DISCRETION, MUST DETERMINE THE SUITABILITY OF THE DEVICE AND SOFTWARE FOR ITS PURPOSES. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT DOES NOT EXTEND TO ANY LOSSES OR DAMAGES DUE TO MISUSE, ACCIDENT, ABUSE, NEGLECT, NORMAL WEAR AND TEAR, NEGLIGENCE, UNAUTHORIZED MODIFICATION OR ALTERATION, REPAIR, HANDLING, MAINTENANCE OR APPLICATION OR ANY OTHER CAUSE NOT THE FAULT OF CERILLO AND SHALL NOT APPLY TO AND DOES NOT COVER ANY DEVICE OR SOFTWARE: (1) WHICH HAS BEEN ALTERED BY A PARTY OTHER THAN CERILLO; (2) WHICH HAS BEEN SUBJECTED TO IMPROPER HANDLING, USE, MODIFICATION, OR ALTERATION; OR (3) WHICH HAS BEEN SUBJECTED TO MISUSE, NEGLIGENCE, ABUSE, ACCIDENT OR WEAR AND TEAR.

IN NO EVENT SHALL CERILLO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DEVICE AND SOFTWARE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CERILLO’S LIABILITY TO PURCHASER, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SUCCESSORS AND/OR ASSIGNS, EXCEED THE PRICE PAID BY PURCHASER FOR THE DEVICE AND SOFTWARE HEREUNDER.

Section 8. ASSIGNMENT

Purchaser shall not, without the prior consent of CERILLO, which consent will not be unreasonably withheld, assign or otherwise transfer its rights and obligations under this Agreement to any third party. However, this provision shall not apply to the transfer by Purchaser to an Affiliate or Related Party of Purchaser. “Affiliate” shall mean an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. The term “control” (including the terms “controlling”, “controlled by” and under “common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of at least 51% of the voting securities, by contract, or otherwise. A “Related Party” shall include collaborators with the Purchaser in scientific research requiring the use of the Device and Software where the collaborators and the Purchaser have a documented bona fide professional relationship.

Section 9. BINDING EFFECT

The terms, provisions, and conditions of this Agreement shall be binding on the parties hereto and on their respective successors and permitted assigns. Any causes of action arising from this Agreement shall survive the termination of this Agreement.

Section 10. NOTICES

Any notice, request, consent, approval, demand or other communication required or permitted hereunder shall be in writing and shall be given (i) when received (or when actually or constructively refused by or on behalf of addressee), if (a) mailed, registered or certified, return receipt requested, postage prepaid, or (b) sent via reputable overnight courier (such as Fed Ex or UPS), postage prepaid, or (ii) when delivered in person, in each case addressed to the Parties at the address set forth in the first paragraph of this Agreement or at the address that either Party may provide to the other Party in accordance with this Section or at the time of purchase of the Device. The Parties may also send notice by email which shall be deemed to have been given when the receiving Party confirms receipt of the email. If to CERILLO, any notice by email should be sent to info@cerillo.bio; if to Purchaser, any notice by email should be sent to the email address the Purchaser provides to CERILLO at the time of purchase of the Device.

Section 11. MERGER, AMENDMENT, AND WAIVER

This Agreement, in conjunction with the terms and conditions of the SSA, supersedes all previous agreements between the Parties with respect to the subject matter hereof, and constitutes a final written expression of all the terms of the agreement between the Parties. No amendment or waiver of the terms, provisions, or conditions of this Agreement shall be effective unless in writing and executed by the parties. No delay or failure by a Party to enforce any right or obligation hereunder shall be deemed to be a waiver of such right or obligation nor shall any waiver of any specific breach of this Agreement be deemed a waiver of any other or additional breach, similar or dissimilar.

Section 12. LEGAL RELATIONSHIP

This Agreement and the relations established by and between the Parties under this Agreement do not constitute a legal relationship (such as a partnership, joint venture, agency or contract of employment) between them by which one Party may be considered liable for the debts or obligations of another Party, except to the extent expressly stated in this Agreement.

Section 13. GOVERNING LAW

This Agreement shall be governed by and shall be construed in accordance with the laws of the Commonwealth of Virginia, without giving any effect to its conflict of laws principles. Any and all disputes relating to or arising from the Agreement and/or the Device shall be brought in a court of competent jurisdiction serving Charlottesville, Virginia. The Parties waive their right to trial by jury.

Cerillo Subscription and Services Agreement

This Subscription and Services Agreement (“Agreement”) shall govern Customer’s initial purchase on the Effective Date (set forth on Customer’s initial Purchase Order) as well as any future purchases made by Customer which reference this Agreement. Cerillo provides the Products listed on an Purchase Order on a subscription basis (each, a “Subscription”). The term of each Subscription is designated in the applicable Purchase Order (each, a “Subscription Term”). 

  1. Definitions. Capitalized terms shall have the meaning defined herein.

Confidential Information means any and all non-public, confidential and proprietary information, furnished by the Disclosing Party or any of its Representatives to the Receiving Party or any of its Representatives, that is marked in writing (including e-mail), or in other tangible form, as “confidential” or “proprietary.” Confidential Information may include, without limitation, such marked disclosures that relate to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans. Any Confidential Information disclosed orally shall be identified as confidential at the time of disclosure and confirmed as “confidential” in writing within thirty (30) days. Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement (and any Agreement of which it is a part), the Products, Customer Data, the Documentation, and all know-how, techniques, ideas, principles and concepts which underlie any element of the Products or the Documentation and which may be apparent by use, testing or examination.

Customer means the Customer identified on the applicable Purchase Order.

Customer Data means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or a User through the Products.

Documentation means the product documentation made available by Cerillo.

Intellectual Property Rights means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future.

Purchase Order means an Purchase Order that references this Agreement and has been executed by both parties.

Product(s) means the software product(s) described at cerillo.bio that are listed on a Purchase Order.

Representatives means as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of this Agreement.

Use means, for Products identified on a Purchase Order as “on-premises,” install, execute, and display the Products.

2. Grant of License. Subject to all of the terms and conditions of this Agreement, during the Subscription Term, Cerillo grants to Customer a non-transferable, non-sublicensable, non-exclusive, limited license to Use the Products specified in a Purchase Order only on the number of machines designated in the Purchase Order, and for Customer’s employees to Use the Products for Customer’s own internal use, but only in accordance with (i) the Documentation, (ii) this Agreement, and (iii) the Subscription Term and other restrictions set forth in the applicable Purchase Order. Customer acknowledges and agrees that, as between Cerillo and Customer, Cerillo owns all right, title, and interest, including all Intellectual Property Rights, in and to the Products and Documentation, and Cerillo shall, notwithstanding any other term of this Agreement, remain the owner of the Products and Documentation. Unless otherwise expressly provided in this Agreement, Customer shall not acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the Products or Documentation. All rights not expressly granted by Cerillo herein are reserved.

3. License Restrictions. Customer shall not, on its own or through any parent, subsidiary, Affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any of the Products or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Products or encourage others to do so; (c) allow access to or permit use of the Products by any users other than Users, or any use which violates the technical restrictions of the Products, any additional licensing terms provided by Cerillo via the Documentation, or the terms of this Agreement; (d) use the Products to provide third-party training; or (e) modify or create derivative works based upon the Products. In the event that Cerillo suspects any breach of the restrictions set forth in this Section 3, including without limitation by Users, Cerillo reserves the right to suspend access to the Products without advance notice, in addition to any other remedies Cerillo may have at law or equity.

4. Subscription Term and Renewals. The length of the Subscription Term shall be designated in the Purchase Order. Except as set forth on the applicable Purchase Order, the rates for any Subscription Term renewals shall be Cerillo’s then-current Subscription rates.

5. Payment Terms. All fees are as set forth in the applicable Purchase Order and shall be paid by Customer. All payments are non-refundable. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys’ fees) incurred by Cerillo will be included in the amount owed by Customer. If Customer is required to pay any withholding tax, charge or levy in respect of any payments due to Cerillo hereunder, Customer agrees to gross up payments actually made such that Cerillo shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy. Payments will be made without right of set-off or chargeback. If payment of any fee is overdue, Cerillo may suspend the subscription until such delinquency is corrected.

6. Confidentiality Obligations. Unless otherwise agreed to in writing by the party to this Agreement that furnished the Confidential Information (“Disclosing Party”), the party to this Agreement receiving the Confidential Information (“Receiving Party”) agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than such Receiving Party’s Representatives who (i) are actively and directly involved in providing or receiving products under this Agreement (or the Agreement of which it is a part), and (ii) have a need to know the Confidential Information), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement (or the Agreement of which it is a part). The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. The parties agree to cause their Representatives who receive Confidential Information to observe the requirements applicable to the Receiving Party pursuant to this Agreement with respect to such information, including, but not limited to, the restrictions on use and disclosure of such information contained in this Section 6.

7. Non-Confidential Information and Permitted Disclosures. Notwithstanding Section 6, the obligations of the parties set forth herein shall not apply to any information that: was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party or any of its Representatives; was known to the Receiving Party free of any obligation of confidentiality before or after the time it was communicated to the Receiving Party by the Disclosing Party; is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; is disclosed with the prior written approval of the Disclosing Party; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party the possibility to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance in whole or in part, with the terms of this Agreement, the Receiving Party and its Representatives shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment. The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect for a period of three (3) years from the termination or expiration of this Agreement, unless the Disclosing Party expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.

8. Customer Data. Cerillo acknowledges that, as between Cerillo and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Cerillo shall have the right to use aggregated and anonymized Customer Data to create benchmarks or analytics, improve Cerillo Products or otherwise. 

9. Excluded Data. Customer shall not provide Cerillo with any Customer Data that is subject to heightened security requirements by law or regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), Health Insurance Portability and Accountability Act (HIPAA), and their international equivalents (such Customer Data collectively, “Excluded Data”). Cerillo shall have no responsibility or liability for Customer’s Excluded Data, except that in the event Customer notifies Cerillo that it has inadvertently provided Cerillo with Excluded Data, Cerillo will reasonably cooperate with Customer to return or delete such Excluded Data and will treat such Excluded Data as Customer’s Confidential Information pending such return or deletion.

10. Indemnification. To the extent permitted by applicable law, Customer will indemnify, hold harmless and defend Cerillo and its affiliates and wholly owned subsidiaries, at Customer’s expense, from any and all third-party claims, actions, proceedings, and suits brought against Cerillo or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by Cerillo or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Customer’s use of the Products in violation of the terms of this Agreement or (ii) Customer’s violations of applicable laws, rules or regulations. Cerillo will provide Customer with written notice of any claim, suit or action for which Customer must indemnify Cerillo. Customer will cooperate as fully as reasonably required in the defense of any claim. Cerillo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer.

11. Third Parties. Customer shall not use the Products on behalf of a Third Party. This Agreement benefits solely Cerillo and Customer, and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12. Termination. This Agreement (and any applicable Purchase Order or SOW) and the licenses and access granted hereunder may be terminated by either party upon written notice if the other party has materially breached this Agreement (or any Purchase Order) and failed to cure such breach within thirty (30) days written notice from the non-breaching party. In no event will termination relieve Customer of the obligation to pay any fees due to Cerillo under this Agreement.

13. Effect of Termination. All licenses will terminate immediately upon termination of this Agreement. Upon expiration or termination of a Subscription Term, the license to the applicable Product granted in Section 2 of this Agreement shall terminate immediately, and Customer shall immediately cease use of all such Products and Documentation. In no event will termination relieve Customer of the obligation to pay any fees due to Cerillo under this Agreement.

14. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS ARE PROVIDED “AS IS.” CERILLO DOES NOT WARRANT THAT THE PRODUCTS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED, THAT THEY WILL BE FREE FROM DEFECTS, OR THAT THE PRODUCTS ARE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. CERILLO DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

15. LIMITATION OF REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

16. LIMITATION OF LIABILITY. CERILLO’S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY CERILLO IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY CUSTOMER TO CERILLO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM GIVING RISE TO THE CLAUSE OF ACTION. The provisions of this Section allocate risks under this Agreement between Customer and Cerillo. Cerillo’s fees for the Subscriptions reflect this allocation of risks and limitation of liability.

17. STATUTE OF LIMITATIONS; JURY WAIVER. NEITHER PARTY SHALL BRING ANY CLAIM BASED ON THE SUBSCRIPTIONS PROVIDED HEREUNDER MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. BOTH PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

18. Marketing Support. Customer agrees that Cerillo may publish a brief description of its relationship with Customer as a licensee of the Products or Cerillo customer, including by identifying Customer and using Customer’s name or logo, on any of Cerillo’ websites, client lists, press releases, or other marketing materials.

19. Compliance with Laws. Customer agrees that Customer’s Use of the Products will comply with all applicable laws. Customer represents and warrants that Customer is not (i) located or resident in a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) (collectively, the “Sanctioned Countries”); or (ii) identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (collectively, the “Restricted Party Lists”). Customer further certifies that Customer will not, directly or indirectly, export, re-export, transfer or otherwise use the Products (nor any direct product thereof) in violation of the Export Laws, or with any purpose prohibited by the same Export Laws, in any Sanctioned Country, to any person or entity on a Restricted Party List. Cerillo shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

20. Amendments; Waivers. No supplement, modification, or amendment of the terms of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other form employed or provided by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

21. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the Products subscription, unless such terms and conditions are expressly stated as an amendment to this Agreement and duly signed on behalf of both parties.

22. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, epidemic, pandemic, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval of a license by a government agency.

23. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned and any such assignment in violation of this Section 23 shall be void, except that the transfer of this Agreement or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, or acquisition shall not constitute an assignment for purposes of this Section 23. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their permitted successors and permitted assigns.

24. Governing Law and Jurisdiction.  This Agreement shall be governed by the laws of the Commonwealth of Virginia and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA).

25. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be determined by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures or its Streamlined Arbitration Rules & Procedures (“Rules”). The award rendered by the arbitrator shall be final, non-reviewable, non-appealable, and binding on the parties and may be entered and enforced in any court having jurisdiction. There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the JAMS in accordance with its Rules. The seat or place of arbitration shall be Charlottesville, Virginia. The arbitration shall be conducted, and the award shall be rendered, in the English language. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. The arbitrator will have no authority to award damages exceeding the amount identified in Section 16 of this Agreement, Limitation of Liability.

26. Survival. Sections 14 (Warranty Disclaimer)15 (Limitation of Remedies)16 (Limitation of Liability)17 (Statute of Limitations; Jury Waiver), and 28 shall survive any termination or expiration of this Agreement.

Cerillo Extended Warranty

  1. Legal Contract. This is a legal contract (“Contract”). By purchasing it, you understand that it is such a contract and acknowledge that you have had the opportunity to read the terms and conditions set forth herein. You must retain Your Contract order form, receipt, or such other confirmation of purchase (“Receipt”), which contains information about the term of the contract, the purchase price of the Contract (“Contract Purchase Price”), and the covered goods (“Product(s)”). Unless revised by Us with at least seven (7) days advance written notice to You, this Contract (including its terms, conditions, limitations, exceptions, and exclusions) and the Receipt constitute the entire agreement, and no representation, promise, or condition not contained herein shall modify these terms. This is not a contract of insurance.
  2. Definitions. “We,” “Us,” and “Our” mean the company obligated under this Contract, as follows: Cerillo, Inc., located at 107 E. Water Street, Charlottesville, Virginia 22902. “You” and “Your” mean the individual who purchased this Contract or the individual to whom this Contract was properly transferred. Your name and address are set out on the Receipt.
  3. What This Contract Covers. This Contract covers the cost of parts and labor to repair Your Product in the event Your Product experiences a mechanical or electrical breakdown due to mechanical or electrical defects during the Term, which is not excluded under 4 (What is Not Covered Under the Contract). If We determine that We cannot service or repair Your Product as specified in this Contract, we may at our discretion replace the Product with a replacement product. 

Replacement parts will be new, rebuilt, or non-original manufacturer’s parts that perform to the factory specifications of the Product at Our sole option. This Contract covers all authorized return shipping charges during the Term. We will also pay for shipping and handling fees to return the repaired or replacement Product to you (if we elect to repair or replace the defective Product). You must coordinate shipping and handling charges with us prior to return shipment.

OUR TOTAL LIABILITY UNDER THIS CONTRACT RELATING TO ALL CLAIMS THAT YOU MAKE PURSUANT TO THIS CONTRACT SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT.

A copy of this Contract can be found at https://cerillo.bio/extended-warranty-terms/.

4. What This Contract Does Not Cover. This section sets out what is not covered by this Contract. That means that We will not provide coverage (whether in the form of the cost of parts and labor, repair, replacement, or otherwise) under this Contract for the following:

     (a) Damage resulting or arising from:

             (i) wear and tear;

             (ii) pre-existing defects or conditions, which are defects or other conditions that existed prior to the effective date of this Contract;

             (iii) accidental damage from handling, including drops, spills, or liquid damage;

             (iv) unauthorized modifications to the Product, including the unauthorized removal, bypass, or disabling of features; 

             (v) unauthorized repairs;

             (vi) intentional damage or the misuse or abuse of the Product; 

             (vii) the introduction of foreign objects or incompatible goods into the Product;

             (viii) Acts of God, war, invasion or act of foreign enemy, terrorism, cyberattack, hostilities, civil war, rebellion, strikes, lockouts, labor disturbances, or civil commotion;

             (ix) third-party acts, including theft and vandalism;

             (x) failure to properly install and/or perform preventative maintenance, as outlined in any accompanying instructional booklets, guides or information;

             (xi) freezing or overheating not caused by a mechanical or electrical breakdown or defect; or

             (xii) any improper use or such cause other than normal use and operation of the Product in accordance with the manufacturer’s specifications, instructions, or owner’s manual.

     (b) Furthermore, this Contract does not cover:

             (i) cosmetic damage repair or related cleanings;

             (ii) CONSEQUENTIAL AND INCIDENTAL DAMAGES, INCLUDING LOSS OF USE OF THE PRODUCT, LOSS OF BUSINESS OR DOWN-TIME, PROPERTY DAMAGE, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.

             (iii) consumable parts such as batteries/filters/toner/parts];

             (iv) preventative maintenance;

             (v) liability for bodily injury, death, or property damage arising out of the use, operation, or maintenance of the Product;or

             (vi) damage incurred during shipping unless covered by purchase order.

There is no coverage if We determine that Your Product is not damaged or defective.

5. Requesting service. If Your Product experiences a breakdown or defect, You can file a claim by emailing Cerillo’s Customer Success team at “support@cerillo.bio”. You may process your claim online 24 hours a day, seven days a week, 365 days a year. We will first attempt to troubleshoot the problem You are experiencing. If We cannot resolve the problem, You will be directed to return the Product to us. We will provide a free prepaid shipping label or a return merchandise authorization label to Our authorized service center. You are responsible for safe packaging and shipment of Your Product.  You must present the Receipt, or a copy of the Receipt, to obtain service. All claims must be reported during the term of this Contract. You must protect Your Product against further damage pending service.

6. Coverage Term. The term of the Contract (“Term“) is set out in the Receipt.

7. Renewal. This Contract is not renewable unless the parties mutually agree in writing.

8. Cancellation by Us. This Contract may be cancelled by Us for any reason by notifying You in writing at the address indicated on the Receipt at least 7 days prior to the effective date of cancellation. The notice will state the effective date and reason for cancellation. If We cancel this Contract, You will receive a pro rata refund of the Contract Purchase Price based on the time remaining on the Contract. We will pay the applicable refund within 30 days of cancellation.

9. Arbitration. Most of Your concerns about the Contract can be addressed by contacting Us at “support@cerillo.bio”.  In the event We cannot resolve any dispute relating to this Contract with You, then we both agree that any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by arbitration before a single arbitrator administered by the American Arbitration Association (the “AAA”) in accordance with its arbitration rules. Unless the parties agree otherwise, the arbitration hearing shall be held in the Commonwealth of Virginia. We both give up the right to resolve any controversy or claim arising out of or relating to this Contract in court, whether in front of only a judge, or in front of a judge and a jury. The parties agree to arbitrate solely on an individual basis, and that this Contract does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Neither the AAA nor the arbitrator shall have the power to consolidate more than one person’s claims or to otherwise preside over any form of a representative or class proceeding. A judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.