Last updated: May 29, 2018
USER TERMS OF SERVICE
These User Terms of Service (the “Terms”) create a legal agreement between you (a “User”) and Centriam LLC (“Centriam,” “we,” “our”, “us”). These Terms govern your use of the services, software and websites (together, the “Service”) provided by Centriam. By accessing or using the Service, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and to the collection and use of your information as set forth in the Centriam’s Privacy Policy, located at https://www.centriam.com/privacy-policy, whether or not you are a registered user of our Service.
We may, from time to time, modify these Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Service. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.
Please read these terms carefully to ensure that you understand each provision. These terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
Eligibility & Scope
To use the Service you must be, and represent and warrant that you are, at least 18 years of age and competent to agree to these Terms. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If Centriam has previously prohibited you from accessing or using the Service, you are not permitted to access or use the Services.
Use Outside the United States of America. The Service is controlled and operated by Centriam from its offices in the United States of America. Centriam makes no representations that the Service is appropriate for use in other locations. Those who access or use the Service from other locations do so at their own risk and are responsible for compliance with local law.
Account Registration and Confidentiality. To access the Services, you must register for a Centriam account by providing an email address, organization or entity you represent, and creating a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name, organization, and password. We may assume that any communications we receive under your account have been made by you.
Unauthorized Account Use. You are responsible for notifying us at support@centriam.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Centriam will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Centriam or a third party due to someone else using your account.
Centriam Service
Service Access. You may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Centriam. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Centriam provides you or publishes in connection with the Service, and you shall promptly notify Centriam if you learn of a security breach related to the Service. Without limiting any of the foregoing, you agree to comply, and require that your users comply, with all applicable laws, whether federal, state, local or international, relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded video chat that the video chat is being recorded.
Proprietary and Confidential Information. Any software that may be made available by Centriam in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to these Terms, Centriam hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Centriam for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Centriam or any third party is granted to you in connection with the Service.
Data Security. You are solely responsible for all data, information, feedback, suggestions, survey content, form content, text, general content and other materials that you upload, create, post, deliver, provide or otherwise transmit or store (hereafter “transfer(ring)”) in connection with or relating to the Service (“Your Content”). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Centriam reserves the right to access your account in order to respond to your requests for technical support. By transferring Your Content on or through the Service, you hereby do and shall grant Centriam a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Centriam has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Centriam may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Centriam’s hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Centriam will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
Marketing. Centriam reserves the right to use your name and/or company or organization name as a reference for marketing or promotional purposes on Centriam’s website and in other communication with existing or potential Centriam customers. To decline Centriam this right you need to email marketing@centriam.com stating that you do not wish to be used as a reference.
Customer Data
Customer Data. Some areas of the Service allow the User, or Centriam on behalf of the User, to collect information from your current or potential customers, website visitors or end-users (collectively, “Customer Data”).
Use of Customer Data. By submitting or causing to be submitted Customer Data to Centriam, you hereby grant, and represent and warrant that you have all rights and licenses necessary to grant the Customer Data to Centriam. Centriam shall have no right to sublicense or resell Customer Data, except however, that you agree that Centriam may collect, analyze, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing Centriam and any related services. If Centriam shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to avoid identification of a specific individual. You further agree that Centriam will have the right, both during and after your subscription term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
Your Responsibilities for Customer Data. In connection with Customer Data, you hereby represent, warrant, and agree that: (a) you have obtained or will obtain the Customer Data lawfully and/or have not engaged in material misrepresentation, deception or other fraudulent or improper means to cause the Customer Data to be collected by Centriam; (b) the Customer Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (c) all Customer Data has and will be collected by you in accordance with a privacy policy that permits Centriam to share, collect, use, and disclose such Customer Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Customer Data; (e) Centriam may exercise the rights in Customer Data granted hereunder without liability or cost to any third party; and (f) the Customer Data complies with the terms of these Terms. For purposes of clarity, Centriam takes no responsibility and assumes no liability for any Customer Data, and you will be solely responsible for its Customer Data and the consequences of collecting or sharing it hereunder. You may not submit, or cause to be submitted, any Customer Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information , or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), Children’s Online Privacy Protection Act (COPPA) or the Health Insurance Portability and Accountability Act (HIPAA), or which could give rise to notification obligations under data breach notification laws, without Centriam’s prior written approval.
Security Incidents. In the event that Customer Data is disclosed to or accessed by an unauthorized party, Centriam will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Customer Data, we will notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, you (not Centriam) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not Centriam) bears sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.
No Responsibility for Backups. Centriam will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.
Rights to Customer Data. You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.
Protection of Customer Data. Centriam represents and warrants that it will not use or access any Customer Data other than for the sole and exclusive purpose of providing services to User as detailed under these Terms and will not use or disclose Customer Data in any way not expressly permitted through these Terms. Centriam shall make reasonable commercial efforts to secure, protect, and maintain the integrity of all data stored for use in the Services, including the Customer Data.
Centriam utilizes physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and Customer Data and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information or Customer Data for improper purposes. You acknowledge that you provide your personal information and Customer Data at your own risk.
Payment
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Centriam information regarding your credit card or other payment instrument such as bank account information for ACH payments. You represent and warrant to Centriam that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address, credit card expiration date, or bank account details) that may occur. You agree to pay Centriam the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. You hereby authorize Centriam to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Centriam know within sixty (60) days after the date that Centriam invoices you. We reserve the right to change Centriam’s prices. If Centriam does, Centriam will provide notice of the change on our website or in email to you, at Centriam’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
You may cancel your Centriam account at any time; however, there are no refunds for cancellation. The Service is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, credit balances, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. In the event that Centriam suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange for any Centriam Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Termination
You have the right to terminate your account at any time in accordance with the procedures set forth on the website. Centriam reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Centriam believes that you have violated these Terms. Centriam shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. Centriam will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Centriam. All of your content on the Service (if any) may be permanently deleted by Centriam upon any termination of your account in its sole discretion.
Organization and Company Names
We reserve the right to reclaim organization and company names on behalf of businesses or individuals that hold legal claim or trademark on those names, or otherwise have an interest in such names. Accounts using business names and/or logos that that we determine, in our sole discretion, mislead or could mislead others will be subject to suspension at our discretion.
Proprietary Rights
The Services are and will remain the sole and exclusive property of Centriam. These Terms grant User no title or right of ownership in or to the Services, or any component of the Services including source code, or to any associated materials, presentations, documentation, intellectual property, or in or to any enhancements, modifications or improvements to the Software. User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of Centriam in the Service. User may not remove or alter any of Centriam’s proprietary or copyright notices, trademarks or logos.
Centriam Property
Service. The Service is and will remain the sole and exclusive property of Centriam. These Terms grant User no title or right of ownership in or to the Service, or any component of the Service including source code, or to any associated materials, presentations, documentation, intellectual property, templates, or in or to any enhancements, modifications or improvements to the Service. User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of Centriam in the Service. User may not remove or alter any of Centriam’s proprietary or copyright notices, trademarks or logos.
Licensed Materials. “Licensed Materials” are materials created by Centriam, whether pre-existing or created in connection with the Service including but not limited to analyses, discoveries, designs, documentation, training manuals, templates, or derivative works of the foregoing. Centriam retains all right, title and interest to any Licensed Materials. Centriam grants to User a non-exclusive license to use the Licensed Materials as it deems reasonably necessary in connection with the. Centriam reserves all rights not expressly granted hereunder.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
Governing Law. You agree that: (i) Centriam shall be deemed solely based in Minnesota; and (ii) Centriam shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Minnesota. These Terms shall be governed by the internal substantive laws of the State of Minnesota, without respect to its conflict of laws principles. The parties acknowledge that these Term evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Minneapolis, Minnesota for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Minneapolis, Minnesota is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Centriam. For any dispute with Centriam, you agree to first contact us at legal@centriam.com and attempt to resolve the dispute with us informally. In the unlikely event that Centriam has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration. Centriam retains to sole right to choose an arbitrator to resolve any claim, dispute, or controversy, and you agree to the arbitrator and arbitration process selected by Centriam to resolve any such claim, dispute, or controversy.
Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used Centriam for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this agreement (Terms), you and Centriam are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
Limitation on Claims. You and Centriam agree that any cause of action arising out of or related to Centriam and/or your use thereof must commence must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Disclaimer of Warranties
The Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Centriam expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Centriam does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free and no information, advice or services obtained by you from Centriam or through the Service shall create any warranty not expressly stated in these Terms.
Indemnification.
You shall defend, indemnify, and hold harmless Centriam from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Content, or your other access, contribution to, use or misuse of the Service, including without limitation any claims for copyright infringement, defamation, invasion of privacy or right of publicity arising out of or in connection with any unauthorized use of the Service. Centriam shall provide notice to you of any such claim, suit or demand. Centriam reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Centriam’s defense of such matter.
CENTRIAM SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR SAVINGS, LOSS OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES OR FACILITIES, DOWNTIME COSTS OR DAMAGES AND EXPENSES ARISING OUT OF THIRD-PARTY CLAIMS. IN NO EVENT WILL CENTRIAM’S LIABILITY FOR ANY CLAIM OR DAMAGES EXCEED THE TOTAL PAYMENTS MADE TO CENTRIAM BY THE CLIENT IN THE 12 MONTHS PRIOR TO A CLAIM.
General.
Assignment. User may not assign these Terms, or any right created hereunder without the prior written consent of Centriam.
Governing Law and Forum. These Terms shall be construed and interpreted under the laws of the State of Minnesota, excluding its conflicts of law doctrine. Any claim arising from or related to these Terms must be brought in the state or federal courts located in Minneapolis, Minnesota.
Contact. Please contact us at legal@centriam.com with any questions regarding these Terms.
Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Centriam, shall constitute the entire agreement between you and Centriam. If any provision of these Terms is deemed invalid by a court of 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, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable. The failure of Centriam to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that these Terms are a contract between you and Centriam, even though it is electronic and is not physically signed by you and Centriam, and it governs your use of the Service and takes the place of any prior agreements between you and Centriam.
