User Agreement

Effective 3/03/2021

Cerius User Agreement

YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "ACCEPT" BUTTON AND/OR BY ACCESSING AND USING THE CERIUS APPLICATIONS, YOU [INCLUDING ANY ENTITY THAT YOU ESTABLISH AS PRINCIPAL TO COMPLY WITH THE PROVISIONS OF SECTION 11.1 BELOW] ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“TERMS”) EACH TIME THAT YOU ACCESS OR USE THE CERIUS APPLICATIONS FOLLOWING INITIAL ACCOUNT REGISTRATION AND LOGIN. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CERIUS APPLICATIONS. CERIUS MAY AMEND THIS AGREEMENT AT ANY TIME BY POSTING A REVISED VERSION ON THE SITE. EACH REVISED VERSION WILL REFERENCE ITS EFFECTIVE DATE. IF THE REVISED VERSION MATERIALLY REDUCES YOUR RIGHTS OR INCREASES YOUR RESPONSIBILITIES, WE MAY POST IT IN ADVANCE OF THE EFFECTIVE DATE TO GIVE YOU NOTICE. YOUR CONTINUED ACCESS AND USE OF THE CERIUS APPLICATIONS AFTER THE EFFECTIVE DATE OF THE REVISED VERSION OF THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF ITS TERMS.

This page states the Terms under which You may use the sites and/or service applications owned, controlled, or licensed by Cerius Enterprises, Inc. (“Cerius Applications”). These Terms include the Cerius Privacy and Security Policy, which is incorporated into these Terms by reference. The Terms constitute a binding agreement (the “Agreement”) between You and Cerius Enterprises, Inc., a Nevada corporation doing business as Cerius Interim Executive Solutions, with a principal place of business at 100 Spectrum Center Drive, Suite 900, Irvine, California 92618 U.S.A (“Cerius”). If You do not accept the Terms stated here, do not use the Cerius Applications.

The Cerius Applications include tools to facilitate sharing valuable professional and personal information for the purpose of communicating and showcasing skills, experience, and competencies to Cerius clients and participating companies (“Clients”). For example, the Cerius Applications allow You to post a resume and to create an individual profile (“Profile”).

Cerius may revise these Terms at any time by posting an updated version to this Web page. You should visit this page periodically to review the most current Terms that are binding on You.

Users who violate these Terms may have their access and use of the Cerius Applications suspended or terminated, at Cerius’s discretion.

1. Use of Cerius Content.

Cerius authorizes You, subject to these Terms, to access and use the Cerius Applications and the Cerius Content (as defined below). The contents of the Cerius Applications, such as designs, text, graphics, images, video, information, logos, button icons, software, audio files and other Cerius content (collectively, "Cerius Content"), are protected under copyright, trademark and other laws. All Cerius Content is the property of Cerius or its licensors. Unauthorized use of the Cerius Content may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in the original Cerius Content on any authorized copy You make of the Cerius Content.

Any code that Cerius creates to generate or display any Cerius Content or the pages making up any Cerius Application is also protected by Cerius's copyright and You may not copy or adapt such code.

2. Use of the Cerius Applications.

The Cerius Applications may be used only by individuals seeking to engage with Clients. Your use of the Cerius Applications is also subject to any other contracts You may have with Cerius. In the case of any conflict between these Terms and any contract You have with Cerius, the terms of Your contract will prevail. The term “post” as used herein shall mean information that You submit, publish or display on a Cerius Application. You give Cerius permission to contact You using Your contact information, via email, text or by phone with business information, such as opportunities, updates, offers, new services or features, and/or requests for additional information.

You are responsible for maintaining the confidentiality of Your account, resume, Profile and passwords, as applicable. You may not share Your password or other account access information with any other party, temporarily or permanently, and You shall be responsible for all uses of Your Cerius Application registrations and passwords, whether or not authorized by You. You agree to immediately notify Cerius of any unauthorized use of Your account, Profile, or passwords.

You agree to not:

(a) transmit, post, distribute, store or destroy material, including, without limitation, Cerius Content, in violation of any applicable law or regulation, including, but not limited to, laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Cerius’s Privacy and Security Policy;

(b) use any device to navigate or search any Cerius Application other than the tools available on the site, generally available third party web browsers, or other tools approved by Cerius;

(d) violate or attempt to violate the security of any Cerius Application, including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(e) forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;

(f) reverse engineer or decompile any parts of any Cerius Application;

(g) frame or link to any Cerius Content or information available from any Cerius Application, unless permitted by these Terms;

(h) post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Terms, such as violating someone's privacy, providing or creating computer viruses or pirating media;

(i) post any resume or Profile on behalf of another party;

(j) assign or delegate any engagement with a Client to any agent, agency, or other third party unless approved by the Client;

(k) forward or transmit potential Client Engagement opportunities to any individual, entity, group or mass distribution list;

(l) share with a third party any login credentials to any Cerius Application;

(m) access data not intended for You or logging into a server or account which You are not authorized to access;

(n) post or submit to any Cerius Application any incomplete, false or inaccurate biographical information or information which is not Your own;

(o) post content that contains (i) restricted or password-only access pages, (ii) hidden pages or images, or (iii) URLs or links to other websites;

(p) solicit passwords or personally identifiable information from other users;

(q) delete or alter any material posted by any other person or entity except that included on Your Profile;

(r) harass, incite harassment or advocate harassment of any group, company, or individual;

(s) send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting Your products or services to any user, or contact any users that have specifically requested not to be contacted by You;

(t) identify any product or service as being sanctioned by, sponsored by, or associated with Cerius, without the prior written consent of Cerius;

(u) attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to any Cerius Application, overloading, "flooding", "spamming", "mailbombing" or "crashing";

(v) promote or endorse an illegal or unauthorized copy of another person's copyrighted work; or

(w) use the Cerius Applications for any unlawful purpose or any illegal activity, or post or submit any content, resume, or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined by Cerius’s discretion.

When You register with any Cerius Application, You will be asked to create an account and provide Cerius with certain information including, without limitation, a valid email address.

You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or information contained therein placed by You on the Cerius Applications.

You understand and acknowledge that You have no ownership rights in Your account and that if You cancel Your Cerius account or Your Cerius account is otherwise terminated, all of Your account information, including resumes and Profiles, may be deleted from Cerius's databases and will be removed from any area of the Cerius Applications.

Cerius reserves the right to delete Your account and all of Your information after a significant duration of inactivity.

3. User Content and Submissions.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through a Cerius Application ("User Content") is the sole responsibility of the person from which such User Content originated. Cerius claims no ownership or control over any User Content. You retain all patent, trademark and copyright to any User Content You submit, post or display on or through Cerius and You are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Cerius, You grant Cerius a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content through the Cerius Applications. Cerius reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.

You also represent and warrant that You have the right to grant, or that the holder of any rights, including moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any area of any Cerius Application, You also permit any user to access, display, view, store and reproduce such User Content for permitted uses. Cerius may review and remove any User Content that, in its sole judgment, violates these Terms or violates applicable laws, rules or regulations.

Any Profile You submit must accurately describe You, an individual person. Cerius reserves the right to validate user information at any time, including, but not limited to, validation against third party databases or the verification of one or more official government or legal documents that confirm a user's identity. You authorize Cerius, directly or through third parties, to make any inquiries necessary to validate Your identity and confirm Your ownership of Your email address or financial accounts, subject to applicable law. Failure to provide information about You and Your business when requested is a violation of the Terms.

You may not include, in any User Content submitted to Cerius Applications, information that may be interpreted as a direct solicitation, advertisement or recruitment for an available job position directed to individuals seeking employment on either a full time or part time basis.

4. Notification Of Claimed Copyright or Trademark Infringement.

If You believe that Your copyrighted work or trademark has been uploaded, posted or copied to any Cerius Application and is accessible on such Cerius Application in a way that constitutes copyright or trademark infringement, please contact us.

Cerius complies with the Digital Millennium Copyright Act (DMCA) and is not responsible for information provided by third parties.

5. Policy Regarding Termination Of Users Who Infringe The Copyright Or Other Intellectual Property Rights Of Others..

Cerius respects the intellectual property of others, and we ask our users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner’s rights. As a condition to Your use of the Cerius Applications, You agree not to use any Cerius Application to infringe the intellectual property rights of others in any way. Cerius reserves the right to terminate the accounts of any Users, and block access to the Cerius Applications of any users who are infringers of the copyrights, or other intellectual property rights, of others.

6. Disclaimer of Warranty.

TO THE FULLEST EXTENT POSSIBLE BY LAW, CERIUS DOES NOT WARRANT THAT ANY CERIUS APPLICATION WILL OPERATE ERROR-FREE OR THAT ANY CERIUS SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF ANY CERIUS APPLICATION RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, CERIUS IS NOT RESPONSIBLE FOR THOSE COSTS. THE CERIUS APPLICATIONS AND CERIUS CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CERIUS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. CERIUS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CERIUS CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. FURTHER, ANY USE OF THE CERIUS APPLICATIONS FROM OUTSIDE THE UNITED STATES IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES.

7. Disclaimer of Consequential Damages.

TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL CERIUS, ITS AFFILIATES, SUPPLIERS, LICENSORS OR ANY THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST OPPORTUNITY OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY CERIUS APPLICATION AND/OR THE CERIUS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CERIUS OR OTHER REFERENCED PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability.

TO THE FULLEST EXTENT POSSIBLE BY LAW, CERIUS'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY CERIUS APPLICATION OR YOUR USE OF THE CERIUS CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

9. No Transfer or Unauthorized Commercial Use.

You agree not to transfer or assign Your rights or obligations under these Terms. You also agree not to make any unauthorized commercial use of any Cerius Application.

10. Indemnity.

You agree to defend, indemnify, and hold harmless Cerius, its affiliates, suppliers, licensors or third party service providers and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to any Cerius Application, (ii) Your use of any Cerius Content, (iii) Your breach of these Terms, (iv) Your (or Your Agent’s) negligence or criminal act during the course of or as a result of performing services for a Client, (v) Your actions in maintaining Client work product and delivering client work product, and (vi) Your performance and professional capacity. Cerius shall provide notice to You promptly of any such claim, suit, or proceeding.

11. Additional Terms Applicable to Your Performance of Services.

11.1 Independent Contractor. You understand and agree that You will act as an independent contractor at all times and any services rendered by You shall be performed through a legal entity, such as a limited liability company, limited partnership, or corporation, in which You are acting as a principal with the power to bind such entity. As an independent contractor, it is Your responsibility to pay and/or satisfy any federal or state payroll taxes, self-employment taxes, FICA, Medicare, state disability insurance, unemployment insurance, workers’ compensation insurance, business liability insurance, estimated income taxes, or any other state or federal requirements related to compensation and the performance of services under these Terms. You further acknowledge and agree that You have independent discretion on how to provide any services to a Client and Cerius does not control the manner or means by which You perform services. Nothing contained in this Agreement shall be deemed to render You as an employee, agent or representative of Cerius or a Client, or to create a partnership, joint venture or syndicate among or between You, Cerius or a Client.

11.2 Insurance: You agree to provide Cerius with a certificate of professional liability insurance for work performed by You or Your Agent prior to providing any services to a Client. If required by law to obtain workers’ compensation insurance, You shall also provide Cerius with a certificate of workers’ compensation insurance.

11.3 Background Checks. You grant permission to Cerius to obtain a copy of the background check report (“Background Check Report”) regarding You or Your Agent(s) for which You or Your Agent(s) received a “passing” grade. You release Cerius, all affiliates of Cerius (including, but not limited to, the board of directors of Cerius, management, and shareholders of Cerius and their successors or assignees) from any and all liability of whatever nature arising from the process of obtaining and the existence of the Background Check Report. You acknowledge that the “passing” grade of any Background Check Report will be maintained in Cerius’s database and will be provided, upon request, to any Cerius Client who is considering retaining services from You pursuant to a Proposal, provided such Cerius Client agrees to keep all information in the Background Check Report confidential. In addition, You agree that the related Cerius Client may, after informing You, obtain an additional Background Check Report about You or Your Agent(s) at any time, at the expense of the Cerius Client. Upon Your request, Cerius will allow You to review any Background Check Report regarding You (or Your Agent to review a Background Check Report regarding Your Agent) that has been requested by Cerius. You acknowledge that Cerius may order additional Background Check Reports in the future in connection with its evaluation of its continued relationship with You.

11.4 Scope of Work and Compensation. You agree that the scope of work and amount of compensation paid to You for any services provided to a Client will be as set forth in a separate contract.

11.5 Billing, Invoices and Reports. You agree to timely complete all documentation associated with Client billing as specified by Cerius, including, but not limited to, submission of invoices to Cerius in a form that complies with Cerius’s vendor management system. Further, Cerius and/or Clients may require other reports such as periodic status reports, activity accounting reports, or other reports that may be operational in nature.

11.6 Expenses and Equipment Unless approved in advance in writing by the Client, You shall bear Your own costs and expenses relating to the providing of services to a Client. You also agree to provide Your own equipment to perform Your business function for the Client.

11.7 Client's Financial Condition. You acknowledge and agree that Cerius makes no representations whatsoever as to the financial condition of any Client nor the ability of any Client to fund compensation to Cerius for Your services. Your entitlement to compensation for services rendered to a Client, including reimbursement for expenses, is entirely dependent and conditional on Cerius first receiving payment from Client.

11.8 Communications With Client. You will not make any representations, warranties or offers to a Client regarding Cerius’s services, fees, capabilities, or other aspects of potential business relationships between Cerius and Client without the prior authorization of Cerius. Further, You agree not to submit proposals to Clients to provide services, issue invoices or make payments outside of the Cerius Applications. If a Client deviates from such policies and procedures of Cerius, You agree to promptly report such activity to Cerius.

11.9 Appointment as Exclusive Negotiator. You appoint Cerius as the exclusive negotiator for any proposed engagement covering the provision of services by You to a Client; such arrangement to be formalized pursuant to standard form of contract stipulated by Cerius. You agree that no other arrangement between You and a Client will be negotiated or executed without the prior approval of Cerius. Notwithstanding the foregoing, You acknowledge and agree that Cerius makes no guaranty that You will be invited to participate in any Client proposal or that You will provide any services to a Client.

11.10 Non-Circumvent Period and Conversion Fee. The Non-Circumvent Period means the twelve (12) month period (“Non-Circumvent Period”) following the later of (i) the last date of services provided by You to Client pursuant to a Client engagement agreement, or (ii) Your introduction to the Client. You agree that during the Non-Circumvent Period, if any Client desires to hire You or Your Agent(s) as a full time employee (not a part time employee or independent contractor), You shall immediately notify Cerius and provide Cerius with a copy of such Client’s proposed or executed engagement or employment agreement or offer letter (or describe in writing to Cerius any oral offer). The Client cannot hire You or Your Agent(s) as a part time employee or independent contractor during the Non-Circumvent Period. In addition, the following will apply:

(a) Direct Hiring by Client Governed by Client Engagement Agreement. You agree and understand that each Client engagement agreement covering the provision of services to be performed by You or Your Agent(s) will include a clause stipulating that in the event that a Client directly hires You or Your Agent(s) as a full time employee (not a part time employee or independent contractor) during the Non-Circumvent Period, Client will be obligated to pay Cerius a fee (“Conversion Fee”). The Conversion Fee shall be based on a percentage of the total compensation to be paid to You or Your Agent for the first year following Your or Your Agent’s direct hiring as a full time employee by Client, including base salary, bonus and/or signing bonus.. The standard Schedule shall be updated from time to time.

(b) Direct Hiring By Client. If any Client offers and hires You or Your Agent(s) as an employee of or to provide services to the Client during the Non-Circumvent Period, but there is no related Client engagement agreement, You shall pay Cerius a Conversion Fee based on a percentage of the total compensation paid to You or Your Agent for the first year of employment or engagement, including base salary, bonus and/or signing bonus, consulting fees, and other fees, earned and/or paid (and/or to be earned and/or paid) to You or Your Agent.

11.11 Proprietary Information. “Proprietary Information” is all Cerius private information that is not published or disclosed to the public by Cerius and includes customer lists, interim lists, internal documents, strategic business information, financial and marketing materials, proprietary software and code. Cerius and You agree to hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. The receiving party (“Recipient”) of Proprietary Information disclosed by the other (“Discloser”) may share Proprietary Information only with employees and legal/financial advisers of Recipient who need to know such information in the conduct of the business relating to Discloser and who have signed agreements that obligate them to that Proprietary Information as required under a Nondisclosure Agreement. Recipient shall not use any Proprietary Information for its own benefit or for any purpose except to support the intended business activities relating to the Discloser. Recipient shall take all reasonable measures to protect its own confidential and proprietary information, to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Proprietary Information. No copies of Proprietary Information may be made unless approved in writing by Discloser.

(a) Return of Proprietary Information. Upon conclusion or termination of any engagement agreement, or at any time at Discloser's request, (a) Recipient shall return immediately to Discloser all materials (in written, electronic or other form) containing or constituting Proprietary Information, including any copies, and (b) Recipient shall not use Proprietary Information in any way for any purpose.

(b) Rights in Proprietary Information. You hereby represent and warrant to Cerius that any Proprietary Information disclosed or communicated, or to be disclosed or communicated in the future, by You to Cerius, has not been and will not be provided in breach of any contractual obligation or in violation of any applicable law.

(c) Protection of Proprietary Information. Cerius and You each agree that all Proprietary Information shall be maintained in confidence with at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care under the circumstances. This obligation of confidentiality with respect to Proprietary Information will expire three (3) years from the date of the disclosure of such Proprietary Information to Recipient. Recipient will not, however, be liable for the disclosure of any information that is:

(i) in the public domain other than by Recipient’s breach of a duty of confidentiality;

(ii) rightfully received by Recipient from a third party without any obligation of confidentiality;

(iii) rightfully known to Recipient without any limitation on use or disclosure prior to its receipt from the disclosing party;

(iv) independently developed by employees or contractors of Recipient;

(v) disclosed as required by law;

(vi) made public by agreement of Discloser; or

(vii) inherently disclosed in the marketing, sale or provision of a product or service.

(d) Residuals. Either party shall be free to use the residuals of Proprietary Information for any purpose including use in the development, manufacture, marketing and maintenance of its products and services, subject only to the obligations herein with respect to disclosure of such Proprietary Information. The term “residuals” means that Proprietary Information in non-tangible form, which may be retained in the unaided memories of individuals who have had rightful access to such Proprietary Information under this Agreement and who are subject to confidentiality obligations with respect to such Proprietary Information.

(e) Remedies. Recipient agrees that the unauthorized disclosure or use of Proprietary Information will cause irreparable harm and significant injury which may be difficult to ascertain. Both parties recognize that nothing in this Agreement is intended to limit any remedy of Discloser under the California Uniform Trade Secrets Act and that Recipient could face possible criminal and civil actions, resulting in imprisonment and substantial monetary liability, if Recipient misappropriates Discloser's trade secrets. In addition, Recipient recognizes that its violation of this Agreement could cause Discloser irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore, Recipient agrees that Discloser shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief Discloser deems appropriate. This right shall be in addition to any other remedy available to Discloser in law or equity.

11.12 Confidential Information. This Agreement shall protect a Client’s Confidential Information that may be disclosed to you either during or prior to the formalization of a relationship with a Client or potential Client. For purposes of this Agreement, the term “Confidential Information” shall mean any and all tangible and intangible information, whether oral or in writing or in any other medium, relating to the Client’s business including without limitation information relating to the Client’s operations, product research and development, products, product designs, contracts, relationships with third parties, non-public patent applications, management, inventions, know-how, designs, schematics, specifications, source code, processes, methods, manufacturing procedures, formulations, ingredients, samples, machines, processing and control information, product performance data, manuals, supplier lists, customer lists, purchase and sales records, marketing information and computer programs and any and all other trade secrets (including without limitation any other form of information that may be protectable as a trade secret pursuant to California’s adoption of the Uniform Trade Secrets Act, Cal. Civil Code §3426 et seq. as may be amended, or under any similar law in effect from time to time in any other state or jurisdiction in which the Parties conduct business).

(a) You may only use Confidential Information for purposes of providing assistance to the Client regarding the Client’s operations (“Permitted Purpose”). You shall not, without the express written permission of the Client make any commercial use or otherwise attempt to exploit or commercialize Confidential Information.

(b) Except as expressly authorized herein, You shall not at any time or in any manner or fashion, either directly or indirectly, without the prior agreement:

(i) exploit or attempt to exploit the Confidential Information in any way, including without limitation using, deriving a benefit from and/or claiming any proprietary interest in the Confidential Information and shall restrict its use of the Confidential Information strictly to the Permitted Purpose;

(ii) divulge, disclose or otherwise communicate Confidential Information to any third party or entity;

(iii) make any statement, public announcement or any release to trade publications or to the press or make any statement to any competitor, customer or any other third party, regarding Confidential Information or the Permitted Purpose, except as may be required by a court of competent jurisdiction in order to comply with the requirements of any law, governmental order or regulation;

(iv) reverse engineer Confidential Information and/or modify, improve, adapt, translate or otherwise create derivative works based upon the Confidential Information; or

(v) make copies of any Confidential Information and/or documents containing Confidential Information, except as may be necessary for the Permitted Purpose.

(c) You shall take all reasonable actions to prevent the unauthorized use and disclosure of Confidential Information, and You agree that You have a fiduciary duty to protect the interests of the Client or potential Client and to the Confidential Information.

(d) Upon learning of an unauthorized disclosure of Confidential Information, You shall promptly notify the Cerius in writing of the disclosure so that appropriate remedial measures may be taken.

11.13 Professional Standards. You and/or Your Agents shall perform all material services, acts, or things reasonably necessary or advisable to fulfill the objectives of the Client engagement to the fullest extent possible and in a professional quality, conforming to generally accepted standards and practices, complying with all laws, rules, and regulations applicable to them.

12. Mobile Services.

If You use the Cerius Applications through a mobile device, You agree that information about Your use of the Cerius Applications through Your mobile device and carrier may be communicated to us, including, but not limited to, Your mobile carrier, Your mobile device, or Your physical location. In addition, use of the Cerius Applications through a mobile device may cause data to be displayed on and through Your mobile device. By accessing the Cerius Applications using a mobile device, You represent that to the extent You import any of Your Cerius data to Your mobile device that You have authority to share the transferred data with Your mobile carrier or other access provider. In the event You change or deactivate Your mobile account, You must promptly update Your Cerius account information to ensure that Your messages are not sent to the person that acquires Your old number and failure to do so is Your responsibility. You acknowledge You are responsible for all charges and necessary permissions related to accessing the Cerius Applications through Your mobile access provider.

13. General.

These Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Cerius’s failure to enforce any Term shall not be deemed as a waiver of such term or otherwise affect Cerius’s ability to enforce such term at any point in the future. Except as expressly provided in an additional contract, these Terms constitute the entire agreement between You and Cerius with respect to the use of the Cerius Applications. No changes to these Terms shall be made except by a revised posting on this page.

14. Arbitration.

Except for an application for injunctive relief which may be made by a party before any court of competent jurisdiction, any dispute between You and Cerius arising out of the provisions of this Agreement shall be subject to binding arbitration pursuant to the American Arbitration Association's Rules for Commercial Arbitration. The arbitration hearing shall take place in Irvine, California before a single arbitrator. Each party shall be responsible for paying its respective costs of the arbitration, including, without limitation, any fees imposed by the American Arbitration Association and/or the chosen arbitrator. The arbitrator shall issue a written award within thirty (30) days of the date the arbitration hearing is closed or the arbitrator is scheduled to receive post-hearing briefs, whichever date is later.

15. Term and Termination.

These Terms will remain in full force and effect while You are a user of any Cerius Application. Cerius reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, removal of Your User Content from the Cerius Applications and immediate termination of Your registration with or ability to access the Cerius Applications and/or any other services provided to You by Cerius, upon any breach by You of these Terms or if Cerius is unable to verify or authenticate any information You submit to a Cerius Application. Certain provisions of these Terms will survive any termination and remain in effect, including Sections 1, 2, 3, 5, 7 through 11 inclusive, and 13 through 15, inclusive.