Terms of Service

CENTIBLICK TERMS OF SERVICE

 

Effective Date: 2023 August 7

 

This Terms of Service Agreement governs the terms that are agreed upon by you and any individuals you have guardianship over or a legal entity (“you” and “your”) and CentiBlick, Inc. and its affiliates (“CentiBlick”, “we”, “us”, or “our”) to use the Centiblick, Inc. website (including all pages), and governs your access and use of our Services and Software. If you enter into this Agreement on behalf of a legal entity, you represent that you are an authorized representative with authority to bind that legal entity to this Agreement.

 

1 Account Information; Sharing

1.1 Registration; Username and Passwords. You represent that any information you provide for registration of or access to our Services or Software is and will remain accurate and complete and the CentiBlick has no liability whatsoever for errors or omissions in your Customer Data. You may be required to choose a username and password to access or use our Software and Services. We may reject or require that you change your Username or Password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password and you are to not disclose or make your username or password accessible to any third party.

1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user rights with any other individual, unless expressly approved by CentiBlick. You may not sure login credentials or passwords with any other individual and you acknowledge that such sharing is strictly prohibited. Your right to use CentiBlick Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer; as applicable, or (ii) CentiBlick’s express prior approval.

 

2 Access and Use; Software License

2.1 Access and Use; Software License. Use of CentiBlick software is subject to the terms and conditions of this Agreement and any applicable subscription Terms or Renewal Terms. You acknowledge that the use of CentiBlick Services and Software is revocable at CentiBlick’s sole discretion.

2.2 Ownership. You acknowledge that the Services and Software are provided to you on a subscription basis and any use of them is provided to you under a limited license and neither have been sold to you. You acknowledge that you have no ownership, title, interest or other right to the Services or Software or any related Proprietary Rights. Despite any license or otherwise, CentiBlick owns all right, title, and interest to the website, services, software, code, intellectual property, including any upgrades, enhancements, modifications, new releases and changes to the Services and Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have , or be granted title to all or any portion of the services, software or website, or any component thereof. At all times the services, software, and website vest exclusively to CentiBlick. None of the services, software, or website, or any component thereof shall be deemed. To be a “work made for hire” as the term is defined in 17 U.S.C. section 101.

 

3 Responsibility for Use and End Users

3.1 Use of the Services; End User Responsibility. You and any of your End Users will abide by and comply with all of the terms and conditions of this Agreement. Use of the services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Services and Software. You are responsible for the activities of all your End Users, including insuring that all End Users will comply with the terms and conditions of this Agreement and any applicable CentiBlick policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by CentiBlick.

3.2 Violations by End Users or Third Parties. CentiBlick assumes no responsibility or liability for violations of this Agreement by End Users or any third party that you allow, direct, or enable access to the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must report it to CentiBlick.

3.3 Liability for Content and Data. Under no circumstances will CentiBlick be liable in any way for any data or other content viewed while using the Services or Software, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.

3.4 Investigation of Use. CentiBlick may investigate any complaints or violations and take any action, in its sole discretion including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking any other reasonable action.

 

4 System Requirements, Changes

Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time-to time for Software to third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use Services and Software may b affected by the performance of th foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including any fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and CentiBlick, in its sole discretion, may discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.

 

5 Use of Beta Services

If you use any beta services, products, or software offered or made available by CentiBlick, then you acknowledge that your use of the services, products, or software are governed by our Beta Terms of Use and not by this Agreement.

 

6 Recordings

You are responsible for compliance with all laws governing the monitoring or recording of conversations as the Host. A Host can choose to record video or sound interactions. By using these Services you authorize CentiBLick to stope such recordings. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you may choose to leave the recorded session.

 

7 Prohibited Uses

You agree  that you will not, and will not permit any End Users to, directly or indirectly: (I) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or databases, management tool, development tool, server or hosting site; (ii) knowingly or negligently sue the Services or Software in a way that abuses, interferes with, or disrupts CentiBlic’s networks, your account, host rights, or any other user’s rights, or the Services; (iii) engage in any activity that is illegal under applicable law, fraudulent, false, or misleading; (iv) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of any third parties; (v) build or benchmark a competitive product or service , or copy any features, functions, or graphics of the Services or Software; (vi) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Service or Software; (vii) use the Services or Software to communicate any message or material that is harassing , libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party , or is otherwise unlawful, or would give rise to civil or criminal liability; (viii) upload or transmit any software, customer content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, o other users of the Services or Software; (ix) engage in any activity or use the Services or Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, software or any servers or networks connected to the Services or CentiBlick security systems; (x) use the Services or Software in violation of any CentiBlick policy or in a manner that violates applicable law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other laws requiring consent of subjects of audio and video recordings; (xi) remove, delete, alter, or obscure, any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use Service or Software for any commercial or other purpose that is not expressly permitted by the Agreement; (xiii) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise agreed to in writing by you and CentiBlick.

 

8 Compliance with Laws

You are solely responsible for your and your End Users’ compliance with all laws that apply to your and your End Users’ access to and use of the Services and Software, including laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow CentiBlick and other authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with all applicable laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.

 

9 Customer Content

9.1 Customer Content. When using the Services or Software, you or your End Users may input, upload, or generate data, content, files, documents, or other materials (referred to collectively as "Customer Input"). CentiBlick may, at its sole discretion or as part of the Services, offer you certain derived works, transcripts, analytics, outputs, visual presentations, or datasets resulting from this Customer Input, along with the original Customer Input itself (together termed as "Customer Content"). However, it's important to note that no Customer Content provided, generated, or made available by CentiBlick leads to any transfer, assignment, or relinquishment of CentiBlick’s Proprietary Rights embedded in the Services, Software, or any other technology used to produce, generate, or provide Customer Content in any manner. CentiBlick maintains all Proprietary Rights to these aspects. It's also acknowledged that any Customer Content offered, created, or provided to you by CentiBlick is intended solely for your use or the use of your End Users in connection with utilizing the Services. You assume full responsibility for all Customer Content.

9.2 Service Generated Data; Consent to Use. The term “Customer Content" excludes any telemetry data, product usage data, diagnostic data, and comparable content or data that CentiBlick accumulates or produces in conjunction with your or your End Users' utilization of the Services or Software (referred to as "Service Generated Data"). In the realm of Service Generated Data, including all the associated Proprietary Rights, ownership and interest exclusively belong to CentiBlick, standing as a clear distinction between you and CentiBlick. By utilizing Customer Content and the Services and Software, you acknowledge and agree that CentiBlick compiles and reserves the right to compile Service Generated Data. You provide consent for CentiBlick to access, employ, gather, create, modify, distribute, process, share, uphold, and store Service Generated Data for any lawful purpose, in accordance with the prevailing legal framework. This embraces product and service development, marketing, analytics, quality assurance, machine learning, artificial intelligence (including algorithm and model training and tuning), training, testing, enhancing the Services, Software, or CentiBlick's other offerings, or any amalgamation thereof, as well as other provisions laid out in this Agreement. To affirm the above, in the event that any rights related to such Service Generated Data are not vested in CentiBlick under this Section 10.2 or as otherwise outlined in this Agreement, you hereby unconditionally and irreversibly transfer, and undertake to cause your End Users to unconditionally and irreversibly transfer, all rights, titles, and interests encompassing the Service Generated Data, including all linked Proprietary Rights, to CentiBlick.

9.3 Permitted Use; Customer Content. CentiBlick may redistribute, publish, import, access, use, store, transmit, review, disclose, preserve, extract, modify, reproduce, share, use, display, copy, distribute, translate, transcribe, create derivative works, and process Customer Content: (i) in accordance with this Agreement and as required to perform our obligations under this Agreement; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as permitted or required by Law; (v) for trust and safety purposes, including monitoring and enforcing CentiBlick Policies; or (vi) to protect the rights, property, or security of CentiBlick, its end users, customers, or the public, including systems and networks.

9.4 Customer License Grant. You consent to and hereby confer upon CentiBlick an enduring, global, non-exclusive, royalty-free, sublicensable, and transferable license, along with all requisite and essential rights, to distribute, publish, import, access, utilize, store, transmit, evaluate, reveal, conserve, extract, modify, replicate, share, display, copy, distribute, translate, transcribe, generate derivative works from, and process Customer Content. This license empowers CentiBlick to execute all necessary actions concerning the Customer Content: (i) To facilitate CentiBlick's provision of the Services to you, including the support required for the Services. (ii) For the purposes of developing products and services, marketing, analytics, quality assurance, machine learning, artificial intelligence, training, testing, enhancing the Services, Software, or CentiBlick's other offerings, or any amalgamation thereof. (iii) For any other intent linked to activities permitted under Section 10.3 of this Agreement.

In the event that you possess any Proprietary Rights concerning Service Generated Data or Aggregated Anonymous Data, you hereby grant CentiBlick a perpetual, unchangeable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license, in conjunction with all necessary and pertinent rights. This license facilitates CentiBlick in exercising its rights concerning Service Generated Data and Aggregated Anonymous Data, as appropriate, and in accordance with the stipulations of this Agreement.

9.5 Protection of Customer Content. CentiBlick commits to implementing rational and fitting physical and technological safeguards to forestall any unauthorized exposure or entry to Customer Content that you supply to CentiBlick. Should CentiBlick become aware of any unauthorized disclosure or access to Customer Content, you will be promptly notified. The utilization, collection, maintenance, processing, storage, and transmission of Customer Content by CentiBlick shall strictly adhere to the provisions of this Agreement. This includes instances where CentiBlick's consultants, contractors, service providers, subprocessors, and other duly authorized third parties, on behalf of CentiBlick or yourself (or your End Users), engage in accessing, using, collecting, maintaining, processing, storing, or transmitting Customer Content within the scope of the Services or Software. CentiBlick will ensure that any sharing of Customer Content with authorized third parties is carried out in full compliance with relevant legal regulations. Other than the aforementioned, CentiBlick holds no further obligations concerning Customer Content.

9.6 Responsibilities, Acknowledgements, and Consent of the Customer. By employing the Services, you assume sole responsibility for any Customer Content dispatched, uploaded, exhibited, or conveyed. This includes ensuring its accuracy and conformity with all applicable Laws linked to the said Customer Content. This involves adherence to Laws mandating your acquisition of third-party consent for using Customer Content and the provision of requisite notices concerning third-party rights. You affirm that you possess the right to upload Customer input and for CentiBlick to provide, create, or furnish Customer Content to you. It's further warranted that such utilization, provision, or creation of Customer Content by you, your End User, or CentiBlick does not infringe upon or violate any rights of third parties. CentiBlick shall not, under any circumstances, assume liability in relation to: (i) The Customer Content transmitted or viewed during Service usage; (ii) Errors or omissions within the Customer Content; (iii) Any manner of loss or damage incurred due to utilizing, accessing, or being denied access to Customer Content.

CentiBlick reserves the right, without notice, to erase any Customer Content if it becomes evident that the said content breaches any stipulation within this Agreement or any applicable Laws. Your ownership rights over your Customer Content remain intact, save for any licenses or rights granted herein. This does not curtail the Proprietary Rights vested in CentiBlick as previously outlined.

 

10 Eligibility; Restrictions on use by Minors

10.1 Eligibility. By agreeing to this Agreement and utilizing the Services and Software, you assert that you meet the legal age requirement for entering into such agreements and utilizing the aforementioned resources. Furthermore, you confirm that you possess the necessary capability and competence to not only engage in this Agreement but also to comply with its terms, conditions, responsibilities, assertions, representations, and warranties. Please note that if we determine that you are either below the legally required age to participate in this Agreement or are otherwise ineligible for such participation or for using the Services and Software, your access may be abruptly terminated.

10.2 Limitation on Usage by Minors. CentiBlick Services and Software are not designed for use by individuals below the age of consent without the explicit permission and accountability of their legal guardians.

 

11 Term; Termination and Suspension

11.1 Termination and Suspension Authority. Despite any contradictory provisions, if you fall short of complying with any stipulation within this Agreement or any referenced guidelines, directives, notices, or declarations, CentiBlick reserves the right to (i) promptly suspend your access to the Services or (ii) instantly terminate this Agreement. In the case of a suspended Service and persistent non-compliance, CentiBlick retains the prerogative to exercise any or all of its termination rights stated in this Section. Furthermore, CentiBlick reserves the right to terminate this Agreement, with or without reason, upon furnishing thirty (30) business days’ prior notice.

11.2 Consequences of Termination or Suspension. Following the termination of this Agreement, you must cease all further utilization of the Services and Software, except when access rights are granted under Section 11.3. The termination or expiration of this Agreement will not nullify your responsibility to settle all Charges that may have accrued before the said termination or expiration. If this Agreement is terminated, CentiBlick may retain any previously paid Charges, unless such retention is barred by applicable Law. If your Services are suspended due to non-compliance with this Agreement, you will be held liable for all Charges incurred during the suspension period.

11.3 Handling of Customer Content After Termination. For a period of thirty (30) calendar days following the termination or expiration of this Agreement, you will be granted access to retrieve your Customer Content. Following this duration, your Customer Content will be erased in accordance with applicable legal regulations, the terms of this Agreement, and CentiBlick's routine deletion protocols, policies, and procedures. Your access during the stipulated timeframe in this Section 11.3 is subject to the terms and governance of this Agreement.

 

12 Revisions

12.1 Revisions to this Agreement. CentiBlick retains the right to implement alterations, eliminations, and additions (“Revisions”) to this Agreement periodically, as outlined in this Section 12.1. Any changes to these Terms of Service will be posted. Upon introducing Revisions, CentiBlick will clearly specify the effective date of these Revisions at the outset of the Terms of Service. Importantly, the introduction of Revisions does not reopen the opportunity to opt out of arbitration (if applicable). Should you continue using the Services post the effective date of Revisions, it implies your acceptance of the updated terms and conditions. On occasion, CentiBlick might notify you of a Revision and could seek explicit confirmation of your consent. In situations where a Revision necessitates specific notification as per applicable Law, CentiBlick will ensure compliance by providing such notice in accordance with the prescribed manner, accompanied by any mandatory notification of your rights.

12.2 Other Alterations. You acknowledge that CentiBlick holds the prerogative to modify, remove, or append its guides, declarations, policies, and notices with or without prior notification. This includes similar guides, declarations, policies, and notices that pertain to your use of the Services. Such alterations will be reflected through updated versions posted on the relevant webpages. In many cases, you may choose to subscribe to these webpages using an authorized email address to receive pertinent updates concerning policies and notices.

12.3 Notification of Changes. It remains your responsibility to maintain an accurate and current email address, ensuring that you receive any notifications that CentiBlick may send periodically. Additionally, you should engage in regular reviews of this Agreement by carefully examining these Terms of Service and the Services Description.

 

13 Proprietary Rights; Feedback

13.1 Feedback. In the event that you or any of your employees, contractors, agents, or End Users furnish feedback, comments, suggestions, questions, or similar input concerning the Services or Software, including concepts, insights, recommendations, or other information related to the Services or Software (collectively referred to as "Feedback"), you acknowledge the following: (i) CentiBlick maintains full ownership of, and shall continue to possess all rights, titles, and interests in the provided Feedback, including any associated Proprietary Rights, and (ii) CentiBlick holds the option, though not the obligation, to utilize the Feedback, along with any corresponding Proprietary Rights, for any purpose, without necessitating attribution, financial compensation, or reimbursement to you or any third party. Consequently, you hereby unconditionally and irreversibly assign and agree to assign, on your behalf, all rights, titles, and interests in and to the Feedback, including all related Proprietary Rights. All Feedback shall be treated as CentiBlick's Confidential Information unless CentiBlick, at its sole discretion, chooses to release specific Feedback from confidentiality.

13.2 Ownership of CentiBlick Assets. CentiBlick, its affiliates, licensors, and suppliers (as applicable) unequivocally own and will continue to possess ownership of the following: (i) all Service Generated Data, (ii) all Feedback (as detailed in Section 13.1), (iii) the Services and Software, as well as any underlying technology and intellectual property integral to, used for support of, or otherwise linked to the provision, sustenance, or support of the Services or Software, encompassing all related Proprietary Rights, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interfaces, designs, domain names, corporate names, and similar items (whether officially registered or not) ("CentiBlick Marks") associated with or displayed in conjunction with the Services or Software, alongside the goodwill affiliated with the aforementioned CentiBlick Marks (all of the above collectively referred to as "CentiBlick Property"). You are prohibited from framing or utilizing framing methods to enclose any CentiBlick Marks or other proprietary elements or information (such as images, text, page layout, or form) of CentiBlick without our explicit prior written consent. Additionally, you may not employ any meta tags or any form of "hidden text" featuring CentiBlick Marks without our prior written consent. This Agreement does not confer any rights to use the CentiBlick Marks.

13.3 Retention of Unspecified Rights. CentiBlick maintains all rights that are not explicitly bestowed upon you through this Agreement. Beyond the specific rights and licenses clearly stipulated within this Agreement, none of the provisions, whether through implication, waiver, estoppel, or any other means, confer upon you or any third party any Proprietary Rights, or any other claim to right, title, or interest in the CentiBlick Property or any other intellectual property associated with this Agreement, the Services, or the Software.

 

14 Preservation of Confidentiality

14.1 Definition. The term "Confidential Information" encompasses the following: (i) for CentiBlick, any information revealed by, for, or on behalf of CentiBlick, directly or indirectly, to you or any End User concerning this Agreement, the Services or Software. This includes details related to business operations, developmental strategies, product roadmaps, systems, strategic plans, source code, services, products, pricing, techniques, processes, financial data, programs, trade secrets, expertise, and marketing strategies. This information could be conveyed in any format or medium, and also encompasses any derived insights from the aforementioned, as well as any other data marked as confidential (regardless of explicit "confidential" marking) or that you or the End User should reasonably acknowledge as confidential ("CentiBlick Confidential Information"). Additionally, (ii) for you, any data disclosed by you to CentiBlick that either (a) requires confidentiality in line with applicable Laws or (b) comprises security-sensitive and technical data distinctly labeled as "confidential" by you ("Customer Confidential Information"). Notably, Customer Content is not considered Customer Confidential Information, but it is safeguarded according to this Agreement.

14.2 Exceptions. The definition of Confidential Information excludes information that: (i) is already within the recipient's legitimate knowledge prior to receipt, with no obligation to maintain confidentiality; (ii) becomes public knowledge through no involvement of the recipient or any third party; (iii) is lawfully received from a third party without constraints or breaches of this Agreement; or (iv) is independently developed by the recipient without resorting to the disclosing party's Confidential Information.

14.3 Obligation of Confidentiality. Both parties, you and CentiBlick, are obligated to uphold the confidentiality of each other's Confidential Information. This necessitates employing protective measures equivalent to those used for safeguarding their own sensitive information. The standard of care applied must never fall below a reasonable level. Disclosure of the other party's Confidential Information is limited to its employees, advisors, and attorneys who possess a genuine need to access this information within the framework of this Agreement. These individuals must also be bound by confidentiality commitments on par with the terms outlined herein. In addition to the specified permissible disclosures, CentiBlick may share Customer Confidential Information with its consultants, contractors, service providers, subprocessors, and other third parties who adhere to confidentiality obligations comparable to those stated herein.

14.4 Authorized and Compelled Disclosures. Notwithstanding the restrictions in this Section 14, and without diminishing any other rights of CentiBlick, including its disclosure rights without prior notice, CentiBlick may divulge Customer Confidential Information as per our Government Regulation or as dictated by applicable Laws. It is important to note that CentiBlick will initially provide notice to you, unless such notice is either barred by applicable Laws or is considered by CentiBlick, at its sole discretion, to present (i) a risk or potential risk to a person's health or safety, (ii) a risk or potential risk of property damage, (iii) an emergency situation, or (iv) a threat to the Services, Software, or CentiBlick's rights or assets.

 

15 Third Party Intellectual Property Rights

You hereby undertake not to engage in, and further ensure that no End User engages in, the posting, alteration, distribution, or reproduction in any manner related to your or your End Users' utilization of the Services or Software, of copyrighted material, trademarks, or any other proprietary content that might infringe upon, misappropriate, or otherwise violate the Proprietary Rights of another individual or entity. This shall not be done without first obtaining the requisite prior written consent from the rightful owner of the Proprietary Rights. It is affirmed that you possess the rights necessary to either author all Customer Input intended to be supplied under this Agreement or have procured and currently hold all the essential rights required to provide such Customer Input and accept all Customer Content in the form presented by CentiBlick, within the context of your or your End Users' utilization of the Services or Software. CentiBlick retains the prerogative to prohibit the access of any End User who stands accused of infringing upon the Proprietary Rights of another individual. Additionally, CentiBlick may remove any stored Customer Content upon receiving notification from the owner of the Proprietary Rights (such as a takedown request). Without constraining the foregoing, if you believe that any of your own Proprietary Rights have been infringed upon through the use of the Services, please notify CentiBlick.

 

16 Medical Equipment

You acknowledge that the CentiBlick Services and any Software provided through this Agreement, even if additionally governed by a distinct business agreement, are not classified as, do not constitute, and are not comprised of any medical equipment, product, or service that has received clearance or approval from the U.S. Food and Drug Administration. Furthermore, they are not designed or intended for deployment in the identification, treatment, alleviation, cure, or prevention of any diseases, disorders, or conditions.

 

17 Integration and Usage of Third-party Services

The Services or Software may engage, blend, or be employed alongside offerings and services provided by third parties ("Third-Party Offerings"). It is hereby clarified that CentiBlick assumes no responsibility for, and explicitly disclaims any liability associated with, any actions or omissions of Third-Party Offerings providers, or the overall functioning of Third-Party Offerings. This includes activities such as data access, alteration, or removal. It is immaterial whether CentiBlick or any Service lends support, endorsement, or approval to these Third-Party Offerings. The seamless interaction, integration, or support of any Third-Party Offerings is not guaranteed by CentiBlick. Moreover, CentiBlick reserves the right to unilaterally modify the Services or Software at any given time, potentially leading to the interruption of interaction, integration, or support with Third-Party Offerings. The decision to procure or link with any Third-Party Offerings remains at your discretion, and your utilization of any Third-Party Offering is governed exclusively by the terms outlined by such Third-Party Offerings.

 

18 Limitations on Export

You acknowledge that the Services and Software, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and may also be subject to other relevant export control and trade sanctions Laws of applicable countries. This includes programs maintained by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") collectively referred to as "Export Control and Sanctions Laws". Upon request, CentiBlick will furnish the U.S. export classification(s) pertinent to its Services and Software. You and your End Users are strictly prohibited from accessing, using, exporting, re-exporting, diverting, transferring, or disclosing any part of the Services or Software, or any related technical information or materials, either directly or indirectly, in violation of Export Control and Sanctions Laws. It is warranted that: (i) You and your End Users: (a) Are not citizens of, or situated within, countries or territories subject to U.S. trade sanctions or significant trade restrictions. You further undertake not to access or use the Services or Software, or export, re-export, divert, or transfer the Services or Software, to or from such countries or territories. (b) Are not individuals, or owned or controlled by individuals, individually or collectively owning 50% or more, identified on the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists, or any similar list maintained by a country's regulatory authority. (c) Are not individuals on, or affiliated with individuals on, the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists. (ii) No Customer Content produced or submitted by you or your End Users is subject to any restrictions on disclosure, transfer, download, export, or re-export under the Export Control and Sanctions Laws. (iv) You and your End Users will abstain from actions that would breach, or incur penalties under, U.S. anti-boycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. It is solely your responsibility to comply with the Export Control and Sanctions Laws and remain vigilant for any alterations to them.

 

19 Inappropriate Use and Responsible Usage

The Services and Software are not tailored for application in environments characterized by hazards or situations demanding fail-safe controls. This specifically includes scenarios such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, combat operations, or weaponry systems. You are prohibited from employing the Services and Software in, or in conjunction with, any high-risk circumstances. Furthermore, you consent to refraining from using the Services or Software in an unsafe manner. This pertains to instances where you may be driving, walking, or otherwise not giving your complete attention, thereby posing a potential risk to yourself, your End Users, or others.

 

20 Disclaimer of Warranties

By utilizing the Services and Software, you acknowledge and accept that they are provided on an "as is" basis. CentiBlick, along with its affiliates, suppliers, and licensors, explicitly disclaims all kinds of warranties, be they express or implied, which include but are not limited to warranties of merchantability, fitness for a specific purpose, and non-infringement. Neither CentiBlick, its affiliates, suppliers, nor licensors make any commitment or representation concerning: (i) The outcomes that may arise from utilizing the Services or Software. (ii) The accuracy or reliability of any information procured through the Services or Software. (iii) The Services or Software fulfilling the requisites of any particular user, operating without interruptions, being timely, secure, or devoid of errors. Any material or data that is downloaded or otherwise acquired via the utilization of the Services or Software is at your own discretion and risk. You are exclusively accountable for any resulting damage incurred by your usage of the Services or Software. The entire risk linked to the utilization or performance of the Services or Software rests with you. CentiBlick is not responsible for maintaining any data, including Customer Content, Customer Data, user information, or communications between users. The employment of the Services and Software lies entirely at your own risk.

 

21 Indemnity

To the extent permitted by applicable laws, you hereby undertake to indemnify, shield, and absolve CentiBlick, its affiliates, as well as each of our licensors and suppliers (collectively referred to as "Indemnified Parties"), which includes officers, directors, employees, shareholders, members, consultants, and agents of these Indemnified Parties, from any allegations, claims, proceedings, liabilities, damages, or costs (including reasonable attorneys' fees) originating from or associated with: (i) Your or your End User's utilization of the Services or Software; (ii) Your or your End User's violation of this Agreement or infringement of applicable laws; (iii) Your or your End User's encroachment upon or violation of any Proprietary Rights or other rights belonging to any individual or entity; (iv) Your association with your End User or any conflicts between you and your End User; (v) Personal injury or property damage to a third party resulting from your or your End User's actions or omissions.

 

22 Limitation of liability

Please read this section attentively, as it defines the extent of our liability to you. CentiBlick, its affiliates, as well as their licensors and suppliers, shall not be held accountable for any: (i) Special, incidental, indirect, consequential, exemplary, or punitive damages; (ii) Loss of business profits, business interruption, loss of business information, or loss of business opportunities; (iii) Unauthorized access to, loss of, deletion of, or alteration of system data, Customer Content, or Customer Data; (iv) Costs linked to acquiring substitute goods or services; (v) Termination, suspension, discontinuation, or disconnection of the Services; (vi) Failures of your internet services, downtime, or maintenance; (vii) Our inability to provide technical or other support services; (viii) Damages, in aggregate for all claims arising from or related to this Agreement, exceeding the amount actually paid by you for the Services (if any) within the twelve (12) months preceding the event or circumstances that gave rise to such claims.

These exclusions of damages and limitations on available damages apply universally to all claims, obligations, and liabilities originating from or associated with this Agreement, irrespective of whether they arise in tort (including negligence or strict liability), statute, contract, or any other legal theory. This applies even if CentiBlick, its affiliates, or our licensors or suppliers have been advised of the potential occurrence of such damages, and even if your remedies fail to achieve their essential purpose. It is important to note that certain states and jurisdictions might not permit certain exclusions of damages or limitations on liability. Thus, the above limitation only applies to you insofar as the exclusions of damages or limitations on liability are not prohibited under the applicable law.

 

23 Dispute Resolution, Arbitration Agreement and Class Action Waiver

You agree to address specific disputes with CentiBlick through binding arbitration. Arbitration involves the resolution of disputes by an arbitrator, rather than through a judge or a jury. Both parties expressly waive the right to bring or participate in any form of class, collective, mass action, private attorney general action, or other representative action. This Arbitration Agreement supersedes all prior versions.

23.1 Covered Disputes. You and CentiBlick concur that any dispute or claim arising between you and CentiBlick relating to this Agreement or the Services (a "Dispute"), including related software, hardware, integrations, advertising, marketing communications, your account, or any aspects of your association or transactions with CentiBlick, will be resolved through binding arbitration. This applies to disputes that arose before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement.

23.2 Exceptions to Arbitration. This Arbitration Agreement does not mandate arbitration for certain types of claims brought by either party: (i) Small claims court actions that fulfill the court's requirements and are on an individual basis; (ii) Claims concerning intellectual property rights, such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents.

23.3 Informal Dispute Resolution First. Prior to initiating arbitration, if you have a Dispute with CentiBlick, you agree to send an individualized request ("Pre-Arbitration Demand") to a designated address at CentiBlick. This is aimed at facilitating the resolution of the Dispute. If the Dispute remains unresolved within a specified period, arbitration may commence.

23.4 Arbitration Procedure. After the informal dispute resolution process, if either party wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. The arbitration process will be governed by the Federal Arbitration Act (“FAA"). The arbitration provider depends on your location. For example, if you're a California resident, ADR Services, Inc. will administer the arbitration under its Arbitration Rules. If you're not a California resident, National Arbitration and Mediation ("NAM") will oversee the arbitration under its Comprehensive Dispute Resolution Rules and Procedures.

23.5 Jury Trial Waiver. By accepting this Arbitration Agreement, you waive your constitutional and statutory rights to sue in court and have a trial by judge or jury. Dispute resolution through arbitration is subject to limited court review.

23.6 Mass Action Waiver. You and CentiBlick agree that claims against each other shall only be pursued on an individual basis and not on a class, collective, representative, or mass action basis. This waiver does not prevent you or CentiBlick from partaking in a class-wide settlement of claims.

23.7 Bellwether Arbitrations. In cases of Mass Filings, parties agree to resolve disputes through a Bellwether Arbitration process for efficiency.

23.8 Settlement Offers and Offers of Judgment. Offers of judgment may be served before arbitration hearings to allow judgment on specified terms.

23.9 Arbitration Costs. Your responsibility to pay arbitration costs depends on the applicable arbitration provider's rules.

23.10 Requirement to File Within One Year. Claims under this Agreement must be filed within one year after the claim or cause of action arises.

23.11 Opt-Out. You may opt out of this Arbitration Agreement within a specified period by sending an email with required details.

23.12 Severability. If a provision of this Arbitration Agreement is found illegal or unenforceable, the remaining provisions still apply.

 

24 Depersonalized and Combined Information

You consent to CentiBlick collecting and combining technical and other information regarding your and your End Users' utilization of the Services and Software in an anonymized or depersonalized form ("Combined Depersonalized Information"). CentiBlick may employ the Combined Depersonalized Information in compliance with relevant laws, including for purposes such as analyzing, enhancing, supporting, and running the Services and Software for you and other distinct clients. This applies throughout and beyond the duration of this Agreement, including generating industry benchmarks, best practices advisories, recommendations, or analogous reports.

 

25 Additional Privacy Terms under State Laws

In instances where we handle your personal data, personal information, or personally identifiable information as part of delivering Services to you, you recognize that CentiBlick acts as your representative, and you retain control over the methods and objectives of this data processing. If you fall into any of the following categories: (i) a "business" and we process "personal information" (as per the definitions given by the California Consumer Privacy Act of 2018, modified by the California Privacy Rights Act of 2020) on your behalf, (ii) a "controller" and we process "personal data" (as outlined by other applicable data privacy regulations in US state laws) on your behalf, or (iii) you fulfill both conditions stated in (i) and (ii), then our US State Law Privacy Addendum is integrated by reference into this agreement and pertains to our "processing" of your "personal information" and "personal data" (according to the definitions provided in the aforementioned laws).

 

26 Governmental Entities Including U.S. Federal Government

This Section 26 pertains to you if you represent a governmental or public entity, which includes the U.S. federal government or any agency or entity at the federal, state, or local level. The Software is classified as "commercial computer software," and the Services are considered "commercial services," in accordance with the definitions established by 48 C.F.R. § 2.101. Furthermore, they fall under the category of "commercial computer software" as specified in 48 C.F.R. § 252.227-7014(a)(1) and as applied in 48 C.F.R. §§ 12.212 and 227.7202. This commercial computer software, along with its related Documentation, is made available to you and your End Users for your use and on your behalf, subject to the rights granted to all other end users under the terms and conditions laid out in this Agreement.

 

27 Policies; Data Processing Addendum

27.1 Privacy Statement Consent. By using our Services, you provide your consent to and acceptance of our Privacy Statement. You are duly informed and recognize that the collection, sharing, and processing (including actions like organizing, structuring, storing, using, or disclosing) of your personal data will be governed by the terms outlined in our Privacy Statement. This also applies to our Global Data Processing Addendum and US State Law Privacy Addendum, where applicable.

27.2 Guides, Notifications, and Policies Agreement. Your use of the Services signifies your consent to and agreement with the various pertinent guides, statements, notices, and policies. It's important to note that your use of the Services, as well as that of your End Users, is subject to compliance with CentiBlick policies.

27.3 Data Processing Addendum for Businesses, Enterprises, and Education. If you are the owner of a business, enterprise, or education account, and your utilization of our Services necessitates CentiBlick's processing of an End User's personal data under a data processing agreement, CentiBlick will carry out such data processing in accordance with the terms laid out in our Global Data Processing Addendum.

 

28 Marketing

28.1 Customer Recognition and Logo Usage. You hereby authorize CentiBlick to (i) recognize you as a valued customer and employ your logo in various CentiBlick marketing materials, including but not limited to the CentiBlick Website, emails, presentations, and brochures; and (ii) curate content highlighting your experience as a CentiBlick customer, such as written or video case studies. It is emphasized that any content developed under the scope of clause (ii) within this Section 32 shall be collaboratively created with your active involvement and will be employed exclusively upon receipt of your written consent.

28.2 Trademark Usage. In accordance with your reasonable brand guidelines provided to us in writing, preceding our usage, CentiBlick will exercise the privilege to employ any trademarks furnished by you pursuant to clause (i) of this Section 28. This usage is aligned with the principles of your brand identity and guidelines.

 

29 Miscellaneous

29.1 Assignment; Successors and Transfers. You shall not be permitted to assign your rights or delegate any of your obligations as outlined within this Agreement without our explicit prior written consent. Any effort to assign or transfer in contravention of this provision is devoid of legal effect. We retain the right to assign our rights or transfer any or all of our obligations under this Agreement, without prior notice to you, under circumstances including (i) a merger, acquisition, or the sale of all or a substantial part of our assets, or (ii) transfer to our affiliate. This Agreement remains binding upon and extends to the benefit of the parties involved and their allowable successors and assignees.

29.2 Governing Law; Jurisdiction; Venue. All matters arising from or related to this Agreement, including its interpretation, execution, performance, and enforcement, shall be governed by the laws of the State of Delaware, U.S.A., regardless of conflict of laws principles. The Federal Arbitration Act shall oversee provisions concerning arbitration. Both parties consent to the sole jurisdiction and venue of the state courts in Delaware, and the federal courts in Delaware. However, this provision does not preclude either party from initiating proceedings before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as these proceedings pertain to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either party.

29.3 Language and Translations. All notices and communications required by this Agreement must be conveyed in the English language. In case we furnish a translation of the English-language version of this Agreement, the English-language version shall take precedence in case of any conflicts or inconsistencies.

29.4 Merger; Integration. This Agreement serves as the definitive and comprehensive agreement between you and CentiBlick, encompassing the entirety of your and our agreement related to its subject matter. Any prior or concurrent writings, discussions, or negotiations between you and CentiBlick concerning the subject matter herein are conclusively incorporated into and replaced by this Agreement. We explicitly disapprove of and do not concur with any additional or distinct terms and conditions proposed by you that diverge from those stated in this Agreement or an Order Form. You acknowledge that any terms and conditions proposed by you, seeking to add to, modify, or alter the terms and conditions of this Agreement or an Order Form, shall not be binding on us. This includes (i) text or content found on purchase orders, email exchanges, invoices, or preprinted forms, or (ii) terms and conditions within requests for proposals, bids, information, or questionnaires. When entering into this Agreement, neither you nor CentiBlick has relied upon any assertions, representations, warranties, or agreements from the other party except those expressly contained in this Agreement.

29.5 Absence of Agency Relationship. CentiBlick and you are autonomous entities and have no intention to establish an explicit or implicit agency relationship by executing this Agreement, whether pursuant to federal or state common agency law.

29.6 No Rights or Remedies for Third Parties. This Agreement does not aim to, nor does it grant, any enforceable rights or remedies to any individual or entity other than CentiBlick and you.

29.7 Notice. We may provide notice to you through (i) electronic mail to the email address recorded in your account details, (ii) written communication sent as a letter by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to the address in your account details. It is your responsibility to ensure your email address and property address on record are up-to-date. You consent that any notice sent to the current email or property address in our systems constitutes adequate and binding notice to you. You shall deliver notice to us (and such notice is deemed delivered upon receipt by CentiBlick) by sending a letter through a nationally recognized overnight delivery service or by first-class postage prepaid mail to CentiBlick at "Attention CentiBlick, Inc., 1221 Brickell Ave, Suite 900, Miami Fl 33131.”

29.8. Severability. If any provision of this Agreement is declared invalid, unlawful, or unenforceable, the legality, validity, and enforceability of the remaining provisions are unaffected. Both you and CentiBlick intend that any null, illegal, or unenforceable parts of this Agreement be interpreted to uphold the utmost effect and purpose of the original terms. If it is not feasible to construe the null, illegal, or unenforceable portion, that part shall be severed from this Agreement, and the remainder of this Agreement shall persist in full force and effect.

29.9 Continuation of Terms. All sections of this Agreement that, due to their inherent nature, are designed to persist beyond termination or expiration shall indeed endure. These include sections concerning confidential information, CentiBlick's proprietary rights, licenses granted by you to CentiBlick, obligations, disclaimers of warranty, indemnification, arbitration, and limitations on liability.

29.10 Waiver. CentiBlick's decision not to exercise a specific right or enforce a particular condition or provision under this Agreement neither negates nor precludes future enforcement of the same. For a waiver to be legally binding upon us, it must be documented in writing and signed by an authorized representative of CentiBlick.

29.11 Interpretation. Any headings, titles, or section labels found in this Agreement are provided for convenience only and do not serve to define or elucidate the content of any section or provision. All terms that are defined in the singular form will carry the same meanings when used in plural form and vice versa, as appropriate and unless specifically stated otherwise. Any instances of the term "e.g." or "including," or similar variations in this Agreement, shall be understood as if followed by the phrase "but not limited to.”

 

30 Definitions

30.1 Customer Data: denotes the information furnished to CentiBlick to enable the fulfillment of this Agreement's terms and to grant access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact details).

30.2 End User: signifies a Host or Participant utilizing the Services.

30.3 Host: carries the meaning assigned in the CentiBlick Services Description

30.4 Law: encompasses all U.S. or non-U.S. national, regional, state, provincial, or local regulations, statutes, rules, ordinances, administrative decrees, judgments, policies, orders, directives, or rulings that are applicable to CentiBlick's service provision and your service utilization.

30.5 Proprietary Rights: encompasses any intellectual property or proprietary rights, including but not limited to copyright, patent, trade secret, know-how, trademark, trade name, servicemark, rights of publicity, or other similar rights.

30.6 Services: encompasses the following: (i) all services offered to you as specified in an Order Form that cites this Agreement, (ii) any no-cost services extended to you by CentiBlick at its sole discretion in relation to this Agreement, irrespective of whether these are delineated in the Services Description, (iii) any assistance services provided by CentiBlick to you in alignment with our existing Documentation, a Statement of Work referring to this Agreement, or both, and (iv) the CentiBlick Website, along with any entry to or utilization of the CentiBlick Web-based Application.