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Beta Terms & Conditions

 

Last updated: July, 2022

These Beta Test Terms of Service (“Beta Test Terms”) govern your agreement with Counter-Intuitive Cooking, Inc., a Delaware corporation, doing business as “Celcy”(“we” or “us”), and set forth the terms by which Celcy is providing its Celcy oven and related technology, software, services and documentation used in connection therewith (the “Leased Equipment”) as a beta test program to permit you to evaluate the Leased Equipment and provide feedback (the “Beta Program”).  Throughout these Beta Test Terms, you may be referred to as “Lessee”.  By clicking “I accept” on the applicable order form, Lessee agrees to and accepts these Beta Test Terms.

  1. Payment and Lease. Subject to Lessee’s compliance with the terms and conditions of the Beta Test Terms and Celcy’s receipt from Lessee of a payment of One Hundred Fifty Dollars ($150) (“Beta Fee”), Lessee agrees to lease the Leased Equipment.  When you receive the Leased Equipment, you agree to inspect the Leased Equipment and determine if it is in good working order.  The Leased Equipment will be deemed irrevocably accepted by you upon ten (10) days after delivery of the Leased Equipment to you if you previously have not given written notice to Celcy of your non-acceptance.  In the event of non-acceptance, the sole liability of Celcy shall be to refund the Beta Fee.  Furthermore, in the event of non-acceptance of the Leased Equipment, the Lessee shall return the Leased Equipment via a pre-paid shipping method acceptable to Celcy, within five (5) business days of receipt of the shipping label.  If Lessee fails to return the unit within five (5) business days, Lessee will be deemed to have accepted the Leased Equipment.
  2. Lessee’s Obligations.
    1. Lessee shall not distribute, rent, lease, encumber, lien, sublicense, provide access to, assign, copy, modify, alter, adapt, translate, port, use, disclose, sell or transfer, in whole or in part, the Leased Equipment, nor attempt to derive the source code thereof by any means including, but not limited to, decompiling, disassembling, reverse engineering, merging, reverse analyzing output data or creating derivative works.  Lessee shall not bypass, disable or reverse engineer any protections put in place by Celcy against unpermitted use of the Leased Equipment.  Lessee shall use the Leased Equipment in the manner set forth in Celcy’s documentation.
    2. Lessee shall be required to purchase no less than three (3) meal orders (each a “Meal Order”) to be used in connection with the Leased Equipment throughout the term of the Beta Program.  Each Meal Order consists of fifteen (15) meals per Meal Order.  The price per Meal Order is subject to change from time to time at Celcy’s sole discretion.  The purchase price of the first Meal Order will be free.  Failure to order the requisite number of Meal Orders will result in a charge to Lessee in the amount of Seventy-Five Dollars ($75) per unordered Meal Order. CELCY DOES NOT PROVIDE REFUNDS FOR UNUSED MEAL ORDERS OR MEALS.
    3. Lessee shall timely and truthfully complete all surveys and feedback forms requested by Celcy.  At this time, Celcy anticipates requesting Lessee to complete three (3) surveys/feedback forms, however, such amount remains subject to change in Celcy’s sole discretion but, in no event, shall Lessee be required to respond to more than ten (10) surveys/feedback forms.  Lessee acknowledges and agrees that all survey responses, question responses, focus group responses, reviews, ratings and other depictions, ratings, assessments and opinions provided by Lessee to Celcy (collectively, “feedback”) are the sole and exclusive property of Celcy. Celcy shall won the exclusive rights, including without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of the Feedback for any purpose whatsoever – commercial and otherwise, without acknowledgement or compensation to the Lessee.
    4. Lessee shall use reasonable efforts to make no less than one social media post reviewing the Leased Equipment on Lessee’s social media accounts and prominently identifying the Leased Equipment on said post.  Any such post shall comply with all applicable laws and regulations including those related to truth in advertising. For more information on Lessee’s obligations with respect to truth in advertising, please visit:
       https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.
  3. Term; Purchase Option. The Beta Program shall commence on the date you receive the Leased Equipment subject to these Beta Test Terms and shall continue for a period of three (3) months thereafter (“Evaluation Period”). Within five (5) business days of the expiration or termination of the Evaluation Period, Lessee shall notify Celcy in writing whether Lessee wishes to purchase the Leased Equipment.  Upon expiration of the Evaluation Period, the Leased Equipment will cease functioning unless purchased pursuant to the terms herein.  If Lessee elects to purchase the Leased Equipment, Lessee shall immediately remit the remainder of the purchase price for such Leased Equipment. Celcy, in its sole discretion, may offer up to a 50% discount on the purchase price depending upon the quality of Lessee’s feedback throughout the Evaluation Period.  The Beta Fee will be applied to said purchase price as a credit against the final amount to be paid by Lessee.  Any such purchase will be subject to Celcy’s then current purchase terms and conditions.  If Lessee elects not to purchase the Leased Equipment, Lessee shall: (i) discontinue all use of the Leased Equipment in whole or in part, and (ii) return to Celcy the Leased Equipment via a prepaid shipping method acceptable to Celcy.  Failure to return the Leased Equipment within thirty (30) days of the expiration of the Evaluation Period may result in Lessee being charged the full price of the Leased Equipment as well as an additional processing fee not to exceed One Hundred Fifty Dollars ($150).
  4. Taxes. To the fullest extent permitted by applicable law, you are responsible for any sales, use, value-added or other governmental taxes, fees or duties (collectively, “Taxes”) due with respect to your purchase and use of Leased Equipment.  Orders placed outside the U.S. may incur Taxes as determined by the customs agency within the destination country.  Assessment of Taxes is generally based upon the value of the order and the Tax-free threshold (if applicable) for goods imported into the destination country. We will collect applicable Taxes if we determine we have a duty to collect Taxes.  Please note that we do not collect Taxes on merchandise shipped to jurisdictions in which we do not have substantial nexus. For our U.S. users, the actual Taxes charged and collected may differ from the amount shown at checkout. Several factors may cause this difference, such as variances between processor programs and changes in Tax rates.
  5. Loss or Damage. Lessee is responsible for any loss, theft or destruction of, or damage to the Leased Equipment (collectively “Loss”) from any cause at all, whether or not insured, until the Leased Equipment is returned to Celcy at the end of the Evaluation Period.  Lessee must notify Celcy in writing immediately of any Loss. In such event, Lessee shall pay Celcy, in Celcy’s sole discretion, the cost to repair such Leased Equipment or the fair market value of same.
  6. Errors. We attempt to be as accurate as possible and to eliminate errors on our Leased Equipment; however, we do not represent or warrant that the descriptions, pricing, or other Leased Equipment-related information is accurate, complete, reliable, current or error-free. In the event of an error, we reserve the right to correct such error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged.
  7. Title and Ownership. Title and ownership rights in the Leased Equipment are and shall at all times remain with Celcy or its suppliers unless Lessee elects to purchase the Leased Equipment in accordance with Section 3 above. Lessee authorizes Celcy, in its sole discretion, to file a financing statement covering the Leased Equipment. No license, right or interest in any trademark, trade name, service mark, patents, copyrights, trade secrets, mask works, inventions, discoveries, know-how, show-how, processes, unique materials, copyrightable works, original data, and other creative or artistic works that have commercial value of Celcy is granted under these Beta Test Terms.  Lessee agrees to share the information, data, and feedback necessary to successfully carry out the Beta Program including interpretation, analysis and usage reports, and suggestions and other feedback. Celcy shall collect and own all information, data and feedback related to the Leased Equipment and Lessee’s use thereof (collectively, the “Celcy Data”). To the greatest extent permitted by law, Lessee agrees to assign to Celcy all of its right, title and interest in and to the Celcy Data and the related intellectual property rights.  To the extent that Lessee is unable to transfer the foregoing rights to Celcy, Lessee hereby grants to Celcy: (i) a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, distribute, perform, publicly perform and display the Celcy Data for any legal purposes whatsoever now known or hereinafter becoming known and (ii) a worldwide, perpetual, non-exclusive right and license to use the Celcy Data in a de-identified manner for any legal purposes whatsoever now known or hereinafter becoming known.
  8. DISCLAIMER OF ALL WARRANTIES. CELCY MAY PROVIDE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING THE LEASED EQUIPMENT AND/OR PARTICIPATING IN CERTAIN CELCY SERVICES OR OTHER ACTIVITIES.  CELCY MAY UPDATE OR REVISE THESE WARNINGS AND INSTRUCTIONS, SO PLEASE REVIEW THEM PERIODICALLY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LEASED EQUIPMENT AND ALL SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  WE DO NOT REPRESENT OR WARRANT THAT ANY OF OUR LEASED EQUIPMENT, WEBSITES, MOBILE APPLICATIONS AND MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  IN ADDITION, OUR LEASED EQUIPMENT, WEBSITES, MOBILE APPLICATIONS AND MATERIAL ARE (A) FOR INFORMATIONAL PURPOSES ONLY, (B) PROVIDED AS GENERAL ADVICE AND (C) NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR NUTRITIONAL ADVICE.  WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF ANY OF OUR LEASED EQUIPMENT, WEBSITES, MOBILE APPLICATIONS AND MATERIALS SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THEY OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.  YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF FOOD.  THE COOKING INSTRUCTIONS AND DIRECTIONS PROVIDED BY CELCY ARE OFFERED AS GUIDELINES ONLY. USE YOUR BEST JUDGMENT AND PROPER DISCRETION WHEN PREPARING OR CONSUMING ANY FOOD. CONSUMING RAW OR UNDERCOOKED MEATS, POULTRY, SEAFOOD, SHELLFISH OR EGGS MAY INCREASE YOUR RISK OF FOODBORNE ILLNESS, AND SUCH CONSUMPTION IS TO BE DONE AT YOUR OWN DISCRETION.  WE EXPRESSLY DISCLAIM RESPONSIBILITY FOR ANY ADVERSE EFFECT THAT MAY RESULT FROM YOUR USE OR APPLICATION OF INFORMATION PROVIDED THROUGH THE LEASED EQUIPMENT SERVICES.  CELCY PROVIDES NO WARRANTY ON PRODUCTS THAT ARE MANUFACTURED BY OTHER ENTITIES (INCLUDING THE LEASED EQUIPMENT), EVEN THOUGH YOU MAY PURCHASE THEM THROUGH OUR SERVICES.  PRODUCTS MANUFACTURED BY OTHER ENTITIES (INCLUDING THE LEASED EQUIPMENT) BUT SOLD THROUGH OUR SERVICES ARE SOLD BY CELCY “AS IS” AND “WITH ALL FAULTS.” CELCY DISCLAIMS ALL IMPLIED WARRANTIES FOR SUCH PRODUCTS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.  CELCY DOES NOT WARRANT ANY QUALITY OR CHARACTERISTIC OF PRODUCTS THAT WE DO NOT MANUFACTURE (INCLUDING THE LEASED EQUIPMENT).  UNLESS THE MANUFACTURER PROVIDES A WARRANTY, YOU AS THE BUYER BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SUCH PRODUCTS, AND YOU, NOT CELCY, ASSUME THE ENTIRE COST OF ANY NECESSARY REPLACEMENT OR REPAIR. MANUFACTURERS OF PRODUCTS SOLD BY CELCY MAY PROVIDE THEIR OWN WARRANTIES AND YOU AGREE THAT YOUR REMEDY FOR ANY DEFECTS IN SUCH PRODUCTS WILL BE BASED SOLELY ON THE WARRANTIES, IF ANY, PROVIDED BY THOSE MANUFACTURERS.
  9. Confidentiality; Non-Disparagement. At all times during the term hereof and thereafter, Lessee shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of itself or any other individual or entity any Confidential Information disclosed by Celcy. “Confidential Information” means any trade secrets or confidential or proprietary information whether in written, digital, oral or other form which is unique, confidential or proprietary to Celcy, including, but not limited to, the Leased Equipment, and any other materials or information related to the business or activities of Celcy which are not generally known to others. Celcy’s failure to mark any Confidential Information as confidential, proprietary or otherwise shall not affect its status as Confidential Information hereunder. Lessee shall notify the disclosing party in writing as soon as reasonably practicable following discovery of any suspected breach or compromise of the confidentiality obligations contained herein. Lessee agrees not to disparage Celcy (or any of its officers, members, managers, directors or employees) and the Leased Equipment in any manner likely to damage their business, professional or personal reputations.
  10. Remedies. If a default occurs hereunder, Celcy may do one or more of the following: (a) cancel or terminate Lessee’s use of the Leased Equipment; (b) require Lessee to immediately pay Celcy the fair market value of the Leased Equipment; (c) require Lessee to return the Leased Equipment or take possession of the Leased Equipment, in which case Lessee shall be responsible for any damage to the Leased Equipment; (e) charge Lessee for the expenses incurred in connection with the enforcement of these remedies including, without limitation, repossession, repair and collection costs, reasonable attorneys’ fees and court costs. These remedies are cumulative and are in addition to any other remedies provided for by law, and may be exercised concurrently or separately.
  11. Indemnification. To the fullest extent permitted by applicable law, the Lessee agrees to indemnify, defend, and hold harmless Celcy and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (together with Celcy, the “Celcy Parties”) from all third-party claims of any kind, whether in tort, contract or otherwise (collectively, “Claims”), including damages to property or personal injury, that arise from or relate to: your access to or use or misuse of our Leased Equipment, services and materials; any user content you create, post, share or store on or through our services or our pages or feeds on third-party social media platforms; any Feedback you provide; your violation of these Terms; your violation of the rights of any third party; or use or misuse of the Leased Equipment or services by any third party you authorize to use the Leased Equipment or services provided to you. This indemnity obligation includes paying for any of the Celcy Parties’ attorneys’ fees and other costs of investigating and defending Claims, and the costs of enforcing the indemnity obligation. You agree to promptly notify Celcy of any third-party Claims and cooperate with the Celcy Parties in defending such Claims.  You further agree that the Celcy Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Celcy.
  12. Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CELCY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CELCY.
    1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Celcy each agree (a) to waive your respective rights to have any and all Disputes arising from or related to these Beta Test Terms, or the Leased Equipment, services, materials or products, resolved in a court, and (b) to waive your respective rights to a jury trial. Instead, you and Celcy agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
    2. No Class Arbitrations, Class Actions or Representative Actions. You and Celcy agree that any Dispute arising out of or related to these Terms, the Leased Equipment, services, products or materials is personal to you and Celcy and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Celcy agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Celcy agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
    3. Federal Arbitration Act. You and Celcy agree that these Terms affect interstate commerce and that the enforceability of this Section 12 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA“), to the maximum extent permitted by applicable law.
    4. Notice; Informal Dispute Resolution. You and Celcy agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Celcy shall be sent electronically to info@Celcy.com.
    5. Process. Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Celcy agree that (a) any arbitration will occur in Wilmington, Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS“), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Delaware and the United States, respectively, sitting in Wilmington, Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
    6. Authority of Arbitrator. As limited by the FAA, these Beta Test Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Beta Test Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
    7. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website.  By agreeing to be bound by these Beta Test Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
    8. Severability. If any term, clause or provision of this Section 12 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth this Section are severable from the other provisions of these Beta Test Terms and will remain valid and enforceable, except as prohibited by applicable law.
  13. Limitation of Liability; Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL CELCY OR ANY OF THE CELCY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR MATERIALS OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM CELCY, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD OR FORCE MAJEURE, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CELCY’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CELCY AND THE CELCY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING MATERIALS AND FUNCTIONS CONTAINED THEREIN, EXCEED ANY COMPENSATION PAID TO US FOR YOUR ACCESS TO OR USE OF THE LEASED EQUIPMENT, PRODUCTS OR SERVICES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, AND DISCHARGE THE CELCY PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
  14. Miscellaneous.
    1. These Beta Test Terms shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America, without regard to its conflicts of law principles. Both parties agree to submit to the exclusive jurisdiction of federal or state courts located in the State of Delaware. Each party agrees not to bring suit in any other courts or seek to remove such actions to courts outside of the State of Delaware.
    2. Severability: If any term, clause or provision of these Beta Test Terms is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of these Beta Test Terms will remain valid and enforceable. Further, the waivers set forth in Section 12.b. are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
    3. Each party expressly acknowledges and agrees that any breach or threatened breach of these Beta Test Terms may cause immediate and irreparable harm to the other party which may not be adequately compensated by damages. Each party, therefore, expressly agrees that in the event of such breach or threatened breach and in addition to any and all available equitable and legal remedies, each party shall have the right, after providing timely notice to the other party, to seek equitable injunctive relief in connection with such breach or threatened breach.
    4. These Beta Test Terms as well as Celcy’s general Terms and Conditions (located at https://celcy.com/terms-conditions/) and Privacy Policy (located at https://celcy.com/privacy-policy/) (which are incorporated herein by reference) constitute the entire understanding and agreement of the parties, and supersede all prior and contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. To the extent a term in these Beta Test Terms conflicts with Celcy’s general Terms and Conditions or Privacy Policy, these Beta Test Terms shall govern.  No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against a party unless it is in a signed writing by that party. Lessee may not assign its rights or obligations hereunder (including as a change of control) without the prior written consent of Celcy. All notices hereunder must be in writing and mailed by certified mail, return receipt requested, or by prepaid courier service, or by telecopier with receipt confirmed by telephone, to each party’s e-mail address.

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