Cerebro Terms of Use

Date of last revision: February 10, 2010.

It’s a great pleasure for us that you’ve preferred our products and services! Please, get acquainted with the present document, from our side this is a public offer and includes all the significant conditions of the Agreement between us. It is your absolute right, as a Client to accept it or not. Violation of any condition, after accepting the Cerebro Terms of Use, will give us ground to eliminate our mutual Agreement and Your Account.

Subject of agreement

1. In accordance with the following document Cinesoft ltd issues the Client services by providing access to the Cerebro software complex, created for planning and management of any types of projects in the audio-visual industry.

Account registration and service procedures

2. Cinesoft ltd shall deliver services to the Client only under the condition that the Client shall accept the present Terms of Use of Cerebro and accomplish a number of the following steps:

• insight and Acceptance of Cerebro Terms of Service;
• registration at: http://cerebrohq.com/en/pricing/. When registering the Client fills in a form where he/she has to fill in personal data, such as true full first and last names, valid e-mail address and other required information.
• Payment for the use of Cerebro is made at http://cerebrohq.com/en/cerebro/user-profile/. For payment processing the client must choose type of rate and payment when processing payment by credit card or a specific internet payment service.

3. In case of being neglected or treated improperly, the conditions (in article 2) of the Cerebro Terms of Service, shall not be regarded as Acceptance of the present Agreement and shall relieve Cinesoft ltd of service delivery obligations to the Client.

4. After registering in Cerebro the Client is assigned a login (valid e-mail address) and password (a combination of numbers, symbols, small or capital letters) that allow the Client to access his/her Cerebro account.

5.Information concerning the Clients login and password is sent out to the e-mail address indicated during registration.

6. Client access to Cerebro services and instruments is administered through the Clients account. The account can be accessed through the internet at: http://cerebrohq.com/en/cerebro/user-profile/ or through Cerebro desktop client version and also through the internet

7. The Client agrees with OOO Cinesoft on the following terms:

• he/she is acquainted with the Cerebro Terms of Service and its annexes, is aware of its conditions and accepts them entirely;
• the Client guarantees validity of data, including personal (private) data and credit card information specified while sign-up for the Cerebro service, and that his/her credit card is used legally;
• the Client guarantees that he/she has associate authority to conclude and execute the present Agreement, in case the Client acts in the name of a company.

8. To use the Cerebro service (Account) the Client needs a computer and internet access. The Client is to solve his/her problems concerning Internet access, purchasing and installing all facilities and software required for use of Cerebro.

Account terms

9.The login and account assigned to the Client after registration may be used only by one person –the Client. Sharing login and password and the use of it by third parties is prohibited.

10. The Client may provide access to his/her Cerebro Account for any number of third persons (hereinafter referred to as Account Participants). When getting access to an Account, the Participant is sent out an e-mail invitation containing Clients Account data (address, login (Participant’s true e-mail address) and password).

11. The Client may delegate rights and authorities of Account administrator and Project Manager to any Participant invited. The Client is aware and accepts that in this case he/she automatically delegates these people the right to invite any third persons in his/her Account.

12. The Client is responsible for all the activities of third persons invited as account users (Account Administrator or Project Manager).

13. The Client accepts and agrees that in case any Participant’s activity violates the Cerebro Terms of Use, it shall be regarded by Cinesoft ltd, as a violation of the Cerebro Terms of Use by the Client.

14. The Client is responsible for any activity taking place in his/her Account, all materials, data and Content within his/her Account (including materials placed by other people who have access to his/her Account). The Client is aware and agrees that Cinesoft ltd is not responsible for materials and Content put and kept in the Clients Account.

15. The Client agrees not to pursue Cinesoft ltd with any demands to refund damage that can be brought by any third parties and damage caused by Client and/or Account Participants that are invited in the Clients Account and have access to the Cerebro service.

16. By signing-up for an Account, the Client receives the right to use the Cinesoft ltd technical service. Technical service options depend on the rate chosen by the Client.

17. The Client is not allowed to use the Cerebro service for the following purposes: mass mailing and direct mail advertising, or unsolicited e-mailing, transmitting of worms or viruses or any codes of a destructive nature.

18. The Client is not allowed to use the Cerebro service for any illegal or unauthorized purpose. By using the Cerebro service, the Client guarantees that he/she will not violate any laws of the country where the Client is from and countries of the persons that are invited into the Clients Account (including but not limited by copyright laws).

19. Using and distribution of any materials violating the laws of the Clients country and Participants’ countries, especially – violating criminal laws and/or sending e-mail messages or any other materials violating the laws of the associate receiver’s country is prohibited.

20. In case of the SaaS version Cinesoft ltd takes responsibility for accessibility of the service. If the Client can’t access the service, Cinesoft ltd guarantees to refund a sum equivalent to the doubled sum of daily use of the Cerebro service (for every day that the service was inaccessible), depending on the rate chosen by the Client.

21. The Client should be aware and agree to take responsibility for all risks related with use of the Cerebro service.

Payment

22. When registering an account the Client chooses a rate. Rate options are available at : http://cerebrohq.com/en/pricing/.

23. When transferring payment the Client chooses payment type in order to pay using plastic card, web money, Yandex money payment systems or bank transfer. The Client is fully responsible for legitimate use of his/her plastic card details. In this case OOO Cinesoft is not responsible for compensation of damage resulting in the Clients actions.

24. Payment does not include taxes and other payments that the client is obliged to pay by taxation authorities. The Client is responsible for the processing of such payments.

Refund policy

25. Free demo version
The Cinesoft team offers a free demo version for any type of Cerebro SaaS account. If an account (universe) is closed in the demo version Cinesoft ltd will not charge the Client for use.

26. SaaS version
When closing an account (universe) under any rate of the SaaS version Cinesoft ltd will not charge users any additional sums and will not refund payment for the days that the system was not used during base period.

27. Installed version
In order to avoid misunderstandings the Client should carefully look through all materials published on http://cerebrohq.com website or turn to the support service. Refunds are made only on the basis of a written form sent out to OOO Cinesoft (legal address) not later than 30 days after product purchase. The form must contain an obligation to destroy all data received from OOO Cinesoft and a guarantee that the Client will not use Cerebro. After a 30 day period complaints will not be processed. The refund includes only the sum of payment for the Cerebro software complex and does not include bank commissions and payment for installation, software installation and education of employees. Refunds should be made in a 15 day period from the date of claim reception.

Termination of Agreement and Сancellation of Account

28. The present Agreement can be terminated in the following cases:

• on Clients initiative. The Client may close (cancel) his/her Account at any time in the Cerebro/Tools/Administrator/Universe menu choosing the Billing page and pressing the «Cancel my Universe» button. The Client is solely responsible for proper cancellation of his/her Account. A cancellation request made by e-mail or telephone is not considered valid.
• on Cinesoft ltd initiative. In case the Client violates the Cerebro Terms of Use or in cases stated in the Cerebro Terms of Use. OOO Cinesoft must send an appropriate notification to the client by e-mail not later than 7 (seven) calendar days before the supposed date of the present Agreement cancellation. In this event, the Agreement shall be regarded as terminated by the date specified in the notification, and Cinesoft ltd will acquire the right to close the Clients Account.

29. All Content and materials will be immediately deleted from the Cerebro service upon cancellation of the Clients Account. This information can not be recovered once the Clients Account is cancelled.

Safety

30. Cinesoft ltd uses up-to-date technologies for protection of data in the Internet when providing the Cerebro service. All data and individual accounts are always stored separately.

31. A backup copy of all data of the Clients Account is made, which is saved for a period of seven days.

32. Cinesoft ltd provides the Client and every Participant of the Clients Account with a unique login (true e-mail address), password (digit combination of figures, symbols, capital and small letters) to allow access and use of the Clients Account. All passwords are secret and known only to the Client or to Account Participants; they may be disclosed only to the Client or Account Participants and sent out only on a valid e-mail address.

33. The Client shall be responsible for maintaining security of his/her Account and password. Cinesoft ltd can not and will not take responsibility for any data loss or damage caused by non-compliance of the Client with the following terms.

Prices and the Cerebro service updates

34. Cinesoft ltd reserves the right to update or change at any time the Cerebro Terms of Use, the Cerebro services procedure, plans, including but not limited by them, and monthly fees/rates. These changes are made by posting them in appropriate sections of the web site http://cerebrohq.com.

35. The Client accepts the above-mentioned procedure of changes and updates to the Cerebro Terms of Use and the Cerebro services procedure and Rates. The changes and updates of the Cerebro Terms of Use, the Cerebro services procedure and Rates shall enter into force once being posted in the specified order and become obligatory for the Client throughout a 10 day period (calendar days) after being posted on the Cinesoft company website.

36. Cinesoft ltd reserves the right to modify, update and delete, temporarily or permanently, some facilities and tools in the Cerebro service (or any part thereof) with or without notice and at any time.

37. Any new features updating or refining the current Cerebro service, including the release of new tools and facilities, shall be made in accordance with the Cerebro Terms of Use. The use of the Cerebro service after any such changes shall constitute that the Client agrees and accepts such changes.

38. Cinesoft ltd shall not be liable before Client or any third party for any modification, change, suspension or discontinuance of the Cerebro Service. (In the SaaS version).

Copyright and Content Ownership

39. The Client and third persons he/she invites into Account may not crack and break the technology, emulate, create new versions, update or change, decompile, disassemble, decrypt or decipher, or change in another way the Cerebro service code, including but not limited to damage security system for illegal use, download information from database, and download information about technical functioning modes used in the Cerebro service.

40. The interface and design of the Cerebro service are copyright. All rights reserved. Any duplication and use of such objects like, for example, diagrams, buttons and other graphic elements is prohibited. All texts in the Content of our site are permitted for copying and publication, but with no changes and by listing the source only.

41. The Client and third persons he/she invites into his/her Account are liable to respect and follow the copyright of Cinesoft ltd, including but not limited by it, undertake not to copy, transfer and distribution by any others ways all copyrighted materials of Cinesoft ltd and the Cerebro service. The Client shall be responsible to make sure that these rights are not broken by persons given access to his/her Account.

42. The Client reserves right for all materials and Content in his/her Account. The Client is responsible for Content and materials placed and stored in his/her Account. The Client should be aware and agree that by inviting Participants into Account, he/she provides them with access to the Account Content.

43. Cinesoft ltd shall not take responsibilityfor placing any unlawful, offensive, threatening, libelous, defamatory, immoral pornographic, obscene materials or materials otherwise objectionable or violating any party’s intellectual property, and also any information somehow referring to such materials in the Cerebro service.

44. Cinesoft ltd shall not take responsibility for the accuracy and completeness of materials placed in the Clients Account. Besides, Cinesoft ltd does not guarantee that the information contained in the Clients Account will not include materials protected by copyright. If there is such information and are such materials in the Clients Account that need special permission for publication, reproduction and distribution, the Client must provide a guarantee that such permission has been granted.

45. In case any third person suffers damage or for some reason files a claim as a result of placement of certain materials in the Clients Cerebro Account (including but not limited by claims concerning author’s or neighboring rights) the Client takes responsibility for all Cinesoft ltd losses (refunds, damage, including intangible losses, legal costs, surcharges).

46. Cinesoft ltd guarantees not to look through the materials and Content of the Clients Account, but Cinesoft ltd has the right (but not the obligation) to delete any Content that is available via the Service if it violates the laws of the Clients country or the laws of the RF. (only in the SaaS version)

General conditions

47. Cinesoft ltd provides support of the Cerebro service in a proper way and guarantees its reliability, therefore taking responsibility to make the Cerebro service always accessible. Nevertheless, the Client is aware and agrees that it is impossible to provide absolute availability taking into account technical reasons (for eg, telecommunication and power electricity network failures, influence of software of a destructive nature, abusive activity of third persons, aimed at claiming illegal access and/or breaking or putting the software and/or hardware complex of Cinesoft ltd out of order). For the listed above reasons time failures and temporary inaccessibility do not give the Client right to assert a claim concerning violation of the Terms of Use and demand a refund. Besides, Cinesoft ltd reserves the right to a temporary suspension of the Cerebro service, specifically, in following cases:

• installation of updates for the Cerebro service and troubleshooting of technical failures;
• alteration of facilities and procedures of the Cerebro service;
• alteration of logging-in procedures in the Cerebro service.

48. Cinesoft ltd does not guarantee that the quality of any products, services, information, or other materials purchased by the Client or obtained through the Cerebro service will meet his/her expectations, any bugs will be fixed in the Cerebro service.

49. The Client expressly understands and agrees that Cinesoft ltd shall not take responsibility for any direct, indirect, incidental, special, consequential damage, including but not limited by loss of profits, goodwill, use, data or other intangible losses resulting from:

• use or inability to use the Cerebro service;
• providing or inability to provide the technical support;
• unauthorized access or alteration of information or data sent by the Client;
• statements or behavior of any third party in the Cerebro service;
• or any other matter related to the Cerebro Service.

50. The Client understands that OOO Cinesoft uses third party vendors and hosting partners to provide necessary hardware, software, networking, storage, and related technologies required to run the Cerebro service.

51. Cinesoft ltd keeps all information placed in the Clients Account (including Files, Tasks, Contacts, Letters and other information) in Russia or in any other country. By using the Cerebro service the Client shall agree that his/her data can be transferred for keeping to another country. (only in the SaaS version)

52. Cinesoft ltd shall reserve the right to refuse in service to anyone for any reason and at any time. Cinesoft ltd, in its sole discretion, has a right for temporary or permanent restraint of the Clients Account and refusal of any and all current or future use of the Cerebro service, or any other service of Cinesoft ltd, any time and for any reason, including violation of the Cerebro Terms of Use.

53. Cinesoft ltd does not take responsibility for loss of data, incorrect use and other violations caused by external sources beyond the Cerebro service (for example, by sources in the Internet, in telecommunication networks and any others) and out of its control.

54. The Client shall be aware that technical processing and transmission of information in the Cerebro service, including the Clients Content, may be transferred unencrypted.

55. If you have any questions concerning the Terms of Use, You may contact us by e-mail: support@cinesoft.ru. We shall answer in a maximum period of 2 work days.

Terms and Definitions

In terms of the present document the definitions stated below are interpreted in the following way:

The Cerebro Terms of Use (Agreement) — the present document framed as a public offer, i.e. an offer addressed to an uncertain number of persons on the conditions specified in this offer by their full acceptance and containing all significant conditions about the way of establishment, alteration and dissolution of reciprocal rights and duties. The Cerebro Terms of Use include the present document, and all its annexes, changes and additions which are published and/or will be published by OOO Cinesoft at http://cerebrohq.com while this offer is valid. The Cerebro Terms of Use are valid with respect to services and facilities provided by Cinesoft ltd.

Acceptance of the Cerebro Terms of Use — means that the Client agrees to full and absolute acceptance regarding the Cerebro Terms of Use in compliance with conditions specified in article 2 of the present document.

The Cerebro service — is a software complex owned by Cinesoft ltd and providing the Client with tools and facilities for interaction, communication and teamwork, information exchange.

The Client — a physical entity, acting sui juries’ or a corporate body represented by an authorized person intending to use the Cerebro service and accepting the Cerebro Terms of Use. Physical body must be 14 years or older to use the Cerebro service. Representative of a corporate body must have appropriate authorities for conclusion or execution of the present Agreement.

Account — space, containing personal data sent by the Client for his/her identification by connection to the Cerebro service and granting permission for identification of Account holder (The Client). Every Account is related to a database within the Cerebro service, containing all materials concerning Account and accessible solely to the Client and third persons invited by the Client into his/her Account.