AGREEMENT BETWEEN USER AND CEPIA, LLC

 

PRIVACY POLICY

 

At Cepia, LLC ("Cepia"), user privacy is an important concern. We are committed to privacy and security, and to providing the best possible user experience for our users and online customers. We also strive to protect the personal and confidential information of those who use our on-line services and website. Click here for our entire Privacy Policy. This policy may be updated from time to time, so please check here frequently.

 

TERMS OF USE

 

Please read this agreement ("Agreement") carefully before using our website at www.BIG-Robots.com. By accessing or using our website, you agree to be bound by this Agreement and all of its terms without change. This agreement is between you and Cepia.

 

Neither Cepia nor its representatives are engaged in rendering legal services or other such advice. Your use of the website is subject to the additional disclaimers and notices that may appear throughout the website.

 

We are not providing investment advice through this website, and the material on this website should not be regarded as an offer to sell, or a solicitation of an offer to buy, any stock or other securities of Cepia or its affiliates.

 

Cepia and its representatives assume no responsibility for any consequence relating directly or indirectly to any action or inaction based on the information, services or other material on our website. While we strive to keep the information on this website accurate, complete and up-to-date, Cepia and its representatives cannot guarantee, and will not be responsible for any damage or loss related to, the accuracy, completeness or timeliness of the information or services on the website.

 

PERSONAL AND NONCOMMERCIAL USE LIMITATION: PROHIBITED USE

 

We provide a place online to learn about BIG Robots products and where to buy them, pre-order Cepia products, view videos, track your collection, make wish lists, buy products and participate in fun online games and activities ("services and information"). We grant you access to this website during the term of this agreement solely to receive the services and information. You may access, download, and print materials as you need to receive the services and information. You may not license, copy, distribute, create derivative works from, frame in another Web page, use on any other website, or sell any information, databases or lists obtained from this website. When we request, you agree to provide true, accurate and complete user information for yourself and your children if you are accessing the site for a child. You will not access or attempt to access password protected, secure or non-public areas of the website without our prior written permission. You will comply with all privacy laws.

 

PROPRIETARY RIGHTS

 

All materials on this website (as well as the organization and layout of the website) are owned and copyrighted, licensed by, or used with permission that is granted to Cepia. No copying, distribution, or transmission of the copyrighted materials at this website is permitted without the prior written permission of Cepia.

 

NOTICE

 

Cepia LLC is not aware of the presence of any infringing material on its site and does not have knowledge of facts that would make it apparent Cepia LLC is hosting any infringing material. If there is any content that you believe warrants removal from this site, please contact our designated agent listed below to provide take down notice regarding material contained on this site that may infringe intellectual property rights. Designated Agent: cmouser@cepiallc.com

 

YOUR ACCOUNT

 

If you use this website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If your status as a user of this website is terminated, you will (i) stop using the website and any information obtained from the website, and (ii) destroy all copies of your account information, password and any information obtained from this website.

 

CONFIDENTIAL INFORMATION

 

You agree that you will not disclose Confidential Information to any person or entity outside of your organization. You will not use or permit the use of any Confidential Information except as necessary in connection with the services. You will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information, but in no event shall you use less than due diligence and care. "Confidential Information" means all information or material which: (i) is obtained from password protected portions of the website or (ii) which is (A) marked "Confidential," "Restricted,” or other similar marking, (B) known by the parties to be considered confidential, or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable judgment.

 

NO UNLAWFUL OR PROHIBITED USE

 

As a condition of your use of this website, you warrant to Cepia that you will not use this website for any purpose that is against the law or prohibited by these terms. If you violate any of these terms, your permission to use this website automatically ends.

You may not without our prior written permission use any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this website or accessed through this website. You may not republish Cepia content or other content from this website on another website or use in-line or other linking to display such content without our permission. You may not introduce viruses, spyware or other malicious code to this website. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access our website is virus free.

 

DISCLAIMER OF WARRANTIES

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEBSITE AND THE SERVICES AND PRODUCTS OFFERED AT THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Cepia EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Cepia SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE OR SERVICES; (ii) THE COST OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO ON THE WEBSITE OR THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE OR THE SERVICES. IN NO EVENT WILL OUR MAXIMUM LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO US FOR THE SUBJECT SERVICES OR $100, WHICHEVER IS GREATER.

 

LINKS TO THIRD PARTY SITES

 

This website may contain hyperlinks to websites operated by parties other than Cepia or its affiliates. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their content. If we post hyperlinks to other websites, this does not mean that we endorse the material on such websites or associate ourselves with their operators. Your access to and use of such websites, including information, material, products and services on such website, is solely at your own risk. Furthermore, because the Cepia privacy policy is applicable only when you are on our website, once linked to another website, you should read that site’s privacy policy before disclosing any personal information.

 

LINKS TO OUR WEBSITE

 

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of our website so long as (i) the link or your linking website does not portray Cepia, our affiliates, or our products or services in a false, misleading, derogatory, or otherwise offensive matter; (ii) your linking website complies with all applicable law and does not otherwise violate this Agreement or the rights of others; and (iii) your website has, maintains and follows a privacy policy no less protective of user data than the privacy policy of this website. You may not use any Cepia logo or other proprietary graphic or trademark as part of the link without express written permission. We may revoke this license at any time, with or without cause, in which case you agree to immediately remove the hyperlink. You may not link to any page other than the home page of this website.

 

USE OF SUBMISSIONS

 

You grant us the right to use, reproduce, modify, distribute, and display any material you supply or communicate to the website for the purposes of this Agreement and to authorize others to do so. For example, if we like your particular arrangement of BIG Robots, we may reproduce that arrangement for others or use it in our marketing or advertising subject to our protection of your personal information.

 

USER RESTRICTIONS

 

You shall not (nor cause any third party to) use the website to perform any illegal activities (including without limitation defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy) of others or immoral activities or any of the following types of activities, without limitation:

 

1. transmitting information that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
2. transmitting any material that contains software viruses, trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
3. impersonating anyone or any entity, falsely stating or otherwise misrepresenting your affiliation with a person or entity;
4. advertising or commercial content;
5. interfering with or disrupting the website;
6. disrupting the activities or enjoyment of the website for other users; or
7. collecting, or storing personal data about other users.

 

You agree to abide by all applicable local, state and federal laws and regulations and are solely responsible for all acts or omissions that occur under your account or password.

We may, in our sole discretion, terminate your password, account (or any part of it) or use of the website, and remove any content from the website, at any time and for any or no reason. Cepia will not be liable to you or any third party for any termination of your access to the website or deletion of any User Content on the website.

 

CHANGES TO WEBSITE

 

We may make improvements or changes in the information, services, products, and other materials on this website, or terminate this website at any time. We may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified Agreement. Accordingly, you agree to review the Agreement periodically, and your continued access or use of this website shall be deemed your acceptance of the modified Agreement.

 

DISPUTE RESOLUTION

 

You agree that: (1) Any claim, dispute, or controversy (whether in contract, tort, or otherwise) arising out of, relating to, or connected in any way with the website or the services provided on the website will be resolved exclusively by final and binding arbitration conducted pursuant to the American Arbitration Association (“AAA”) Procedures for Consumer-Related Disputes in conjunction with the AAA Commercial Arbitration Rules (if and as applicable depending on the amount in controversy); (2) This arbitration agreement is made pursuant to a transaction governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) The arbitration shall be held at the AAA regional office nearest you; (4) The arbitrator’s decision shall be controlled by the terms and conditions of this Agreement; (5) The arbitrator shall apply Missouri law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law; (6) There shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your individual claims and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) The arbitrator shall not have the power to award punitive damages against any party; (8) In the event that the administrative fees and deposits you are required to pay under the Cepia rules exceed $125, and you are unable to pay the additional fees and deposits, Cepia retains the right to forward them to the Cepia on the your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Cepia retains the right to pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) If any part of this Arbitration Provision is deemed to be invalid or otherwise unenforceable or illegal, the balance of this Arbitration Provision shall remain in full force and effect and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein. You understand that, in the absence of this provision, you would have had a right to litigate disputes through a court, including the right to litigate claims on a class-wide or class-action basis, and that You have expressly and knowingly waived those rights and agreed to resolve any disputes through binding arbitration in accordance with the provisions of this paragraph.

 

MISCELLANEOUS

 

This website is intended to and directed to residents of the United States and all advertising claims contained in this website are valid only in the United States. This Agreement and the resolution of any dispute related to this Agreement or this website shall be governed by and construed in accordance with the laws of Missouri, without giving effect to any principles of conflicts of law. Failure by Cepia to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. If any of these terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term.

 

BIG Robots and other logos, product and service names are trademarks and service marks owned by or licensed to Cepia or its affiliates (the "Marks"). Without the prior written permission of Cepia, or its appropriate affiliates, you agree not to display or use the marks in any manner.

 

CALIFORNIA TRANSPARENCY IN SUPPLY CHAIN ACT OF 2010

 

BILL NUMBER: SB 657 CHAPTERED
BILL TEXT
CHAPTER 556
FILED WITH SECRETARY OF STATE SEPTEMBER 30, 2010
APPROVED BY GOVERNOR SEPTEMBER 30, 2010
PASSED THE SENATE AUGUST 30, 2010
PASSED THE ASSEMBLY AUGUST 26, 2010
AMENDED IN ASSEMBLY AUGUST 20, 2010
AMENDED IN ASSEMBLY JUNE 30, 2010
AMENDED IN ASSEMBLY JUNE 23, 2010
AMENDED IN SENATE JUNE 1, 2009

 

INTRODUCED BY Senator Steinberg
(Principal coauthor: Assembly Member John A. Perez)
(Coauthors: Assembly Members Brownley and Saldana)

 

FEBRUARY 27, 2009 An act to add Section 1714.43 to the Civil Code, and to add Section 19547.5 to the Revenue and Taxation Code, relating to human trafficking.

 

LEGISLATIVE COUNSEL'S DIGEST
SB 657, Steinberg. Human trafficking.
The federal Victims of Trafficking and Violence Protection Act of 2000 establishes an Interagency Task Force to Monitor and Combat Trafficking, as specified.

 

1714.43. (a) (1) Every retail seller and manufacturer doing business in this state and having annual worldwide gross receipts that exceed one hundred million dollars ($100,000,000) shall disclose, as set forth in subdivision (c), its efforts to eradicate slavery and human trafficking from its direct supply chain for tangible goods offered for sale.
(2) For the purposes of this section, the following definitions shall apply:
(A) "Doing business in this state" shall have the same meaning as set forth in Section 23101 of the Revenue and Taxation Code.
(B) "Gross receipts" shall have the same meaning as set forth in Section 25120 of the Revenue and Taxation Code.
(C) "Manufacturer" means a business entity with manufacturing as its principal business activity code, as reported on the entity's tax return filed under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
(D) "Retail seller" means a business entity with retail trade as its principal business activity code, as reported on the entity's tax return filed under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
(b) The disclosure described in subdivision (a) shall be posted on the retail seller's or manufacturer's Internet Web site with a conspicuous and easily understood link to the required information placed on the business' homepage. In the event the retail seller or manufacturer does not have an Internet Web site, consumers shall be provided the written disclosure within 30 days of receiving a written request for the disclosure from a consumer.
(c) The disclosure described in subdivision (a) shall, at a minimum, disclose to what extent, if any, that the retail seller or manufacturer does each of the following:
(1) Engages in verification of product supply chains to evaluate and address risks of human trafficking and slavery. The disclosure shall specify if the verification was not conducted by a third party.
(2) Conducts audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains. The disclosure shall specify if the verification was not an independent, unannounced audit.
(3) Requires direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business.
(4) Maintains internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking.
(5) Provides company employees and management, who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to mitigating risks within the supply chains of products.

 

On January 1, 2012, the California Transparency in Supply Chains Act of 2010 will go into effect to address slavery and human trafficking, including forced labor and child labor. Cepia has undertaken efforts to directly verify the absence of forced and child labor by its suppliers, who are members of the International Counsel of Toy Industries which uphold the principles that no underage or forced labor should be employed in accordance with the C138 Minimum Age Convention (1973) and C182 Worst Forms of Child Labor Convention (1999). Cepia also conducts regular audits of its suppliers to certify that products comply with standards regarding slavery and labor, and further trains its employees responsible for supply chain management on company procedures aimed at preventing forced labor and child labor.