THESE TERMS OF SERVICE ("Agreement") GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY NO CODE BLACKBOX LLC, DBA CERUM ("Cerum AI") or ("Cerum Solutions"). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
Cerum Solutions provides business management and technology consulting services (the "Service"). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ("Cerum AI Content"). Customers will not receive or have access to the underlying code or software of the Service (collectively, the "Software") nor receive a copy of the Software itself.
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through Cerum AI's website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription ("Order(s)"). All subscriptions are for the period described in the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party ("Users").
Cerum owns the Service, Software, Cerum Content, Documentation, and anything else provided by Cerum to the Customer (collectively, the "Cerum Materials"). Cerum retains all rights, title, and interest (including all intellectual property rights) in and to the Cerum Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Cerum.
The Service may interface with third-party products, services, or applications that are not owned or controlled by Cerum ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to Cerum solely for the purpose of enabling Cerum to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. Cerum does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. Cerum expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. Cerum Solutions shall not be liable for any issues arising from the use or inability to use Third-Party Services.
Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Cerum reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.
Cerum Solutions, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. Cerum reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that Cerum has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. Cerum also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. Cerum is not responsible for errors or omissions by the Payment Processor. Cerum reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.
Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If Cerum is obligated to pay or collect Taxes for which the customer is responsible, Cerum will invoice the customer for such Taxes unless the customer provides Cerum with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, Cerum is solely responsible for taxes based on its income, property, and employees.
If a customer fails to pay any Fees when due, Cerum may suspend access to the Service until overdue amounts are paid. Cerum is authorized to attempt charging the customer's payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact Cerum within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, Cerum will review and provide the customer with a written decision, including evidence supporting this decision.
We may terminate or suspend access to our service immediately, without prior notice or liability, for any reason, including without limitation if you breach the Terms.
These Terms shall be governed by and construed in accordance with the laws of the state of Arizona, USA, without regard to its conflict of law provisions.
The service and its content are provided “as is” without warranty of any kind. In no event will Cerum Solutions, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the service.
For any questions about these Terms, please contact us using the following information:
