(LAST MODIFIED September 10, 2020)
If there is any dispute between you and a Subscribed User regarding access or use of the Service, you will resolve any such dispute in accordance with the agreement between you and the Subscribed User.
ACCESS TO THE SERVICE
You are authorized to use the Services and to (i) view, access and distribute the materials and information that either (a) you have provided on the Service or (b) other users (internal or external) who have authorized you, have provided on the Service; (ii) access the material and information that is made available to you through the Service (whether that material or information is your own or that of Subscribed User).
You understand and agree that we have no obligation to screen, edit, or monitor the documents, assessments, questionnaires, materials, content, data or information (“Your Information”) that you upload or provide. We take no responsibility for Your Information that you upload or provide, including any loss or damage to any of Your Information. We reserve the right and have absolute discretion, to remove, screen, edit, or disable Your Information at any time for reasons such as security, confidentiality, allegations of breaches, allegations of violations of third-party rights or other legal reasons without notice.
You understand that once you have registered as a Guest, we may send you communications regarding the Services using electronic means. These may include but are not limited to communication regarding your use; communication regarding any updates or promotional material regarding new products and services; and information applicable law requires us to provide. If we send any communications, notices, or other required information, it will be to your e-mail, which you provided when you registered for the Service. Notices that are sent by e-mail to you will be deemed given and received when the e-mail is sent. If you don’t agree to receive required notices via e-mail, you must stop using the Services.
You understand that the Services are in the United States and if you are outside the United States, you consent to the transfer of Your Information to the United States, where Your Information is subject to U.S. law and where the level of data protection may be different compared to your own country.
The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is not permitted by local law or regulation.
You are responsible for authorizing any person who is given access to Your Information and you agree that we have no obligation to provide any person access to Your Information without your authorization and may refer any requests for information to you to address;
In connection with your use of the Services, you may upload or provide materials or information. You agree not to upload or provide information or otherwise post, transmit, distribute, or disseminate through the Services any material that: facilitates or encourages a violation of any law or regulation by others; impersonates or invades the privacy of another; infringes the rights of any third party, including intellectual property, business, contractual and fiduciary rights; or other illegal activities; or interferes with the functioning of the Service or any linked web site. You also agree to comply with the rules of the internet service providers, networks, hosting and telecommunication services, servers, computer databases, and websites that you access or use in conjunction with the Service. You may not store or transmit any information that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, or spyware.
You agree not to use the communication tools provided on the Service for any unlawful activity or to disseminate content that may be offensive to any other users of the Services, or material in violation of any law (including material that is protected by copyright or trade secrets). You may not distribute any material or information unrelated to the use of the Services. You may not send files that may damage any other person’s computing devices or software or engage in phishing schemes or send unsolicited or unauthorized email or junk mail, spam, or any other form of duplicative or unsolicited messages, whether commercial or otherwise or transmit inappropriate content, or in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity; or abuse, harass, stalk or otherwise violate the legal rights of a third party.
When you use the Service to communicate with Subscribed Users, you certify that you are permitted to make such communications on behalf of your entity. We are under no obligation to ensure that the communications on the Service are legitimate or that they are related to the use of the Services. We reserve the right to remove any communication tools at any time in our sole discretion.
The Services are protected by copyright, trademark, and other US and foreign laws. CENTRL, the CENTRL logo are including without limitation, either trademarks, service marks or registered trademarks of CENTRL Inc., and may not be copied, imitated, or used, in whole or in part, without our prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
The work and content contained in these pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, including but not limited to all design, text, sound recordings and images, are Copyright © CENTRL, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved. Except as otherwise expressly stated herein, they may not be copied, reproduced, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without our prior written consent. You are granted a non-exclusive, limited right to access the content on the Service and to print copies only for your personal use. Commercial use of the Service or any content is prohibited.
You acknowledge and agree that the hardware and software used by us in the operation of the Service, and the copyright, patent, trademark, trade secret and all other proprietary rights in and to the technology, designs, graphics, marks, and software used by us for the Service, are proprietary to CENTRL and our licensors. Other than the rights explicitly granted to you to use the Service in accordance with the Agreement, you will not gain any ownership or other right, title or interest in or to the Service, other’s content in the Services, trademarks, logos or other brand features by reason of the Agreement or otherwise. All rights not explicitly granted to you are reserved by CENTRL. You may not reverse engineer, modify, or decompile any of the technology that we make available to you.
We acknowledge that you own all right, title and interest in and to Your Information provided, uploaded, distributed or transmitted through the Service. You grant us the right to use, copy, transmit, reproduce, modify, store, display and disclose (i) User information for the purposes of enabling you to access and use the Services; (ii) website engagement information in anonymous aggregated form for the purpose of improving our Services (such information shall not contain any personally identifiable data); (iii) Your Information to comply with any request of a governmental or regulatory body (including subpoenas or court orders); or (iv) Your Information as otherwise required by law and for any other purpose related to provision of services to you.
You represent and warrant that you have the authority to grant these rights and use the Services, and that the transmission, storage, retrieval, and processing of Your Information do not violate any law or the Agreement.
LIMITATION OF LIABILITY
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CENTRL INC. OR ITS SUPPLIERS, VENDORS AND LICENSORS DO NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED REGARDING THIS SITE, ITS CONTENT, THE SERVICE, OR THE GOODS OR SERVICES ADVERTISED BY THIRD PARTIES VIA THIS SITE OR LINKED SITES. ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED TO THE GREATEST EXTENT PERMITTED BY LAW. WE ASSUME NO RESPONSIBILITY FOR THE UNAVAILABILITY OF THIS SITE, FOR VIRUSES CREATED BY THIRD PARTIES, OR FOR INFORMATION PROVIDED BY THIRD PARTIES. NO CONTENT AVAILABLE AT OR THROUGH THIS SITE SHALL CREATE ANY WARRANTY.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES, WHETHER OR NOT THEY ARE FORESEEABLE, INCLUDING CLAIMS FOR LOSS OF GOODWILL, PROFITS, DATA, USE OF MONEY OR PRODUCTS, STOPPAGE OF WORK OR IMPAIRMENT OF ASSETS, WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE.
We do not warrant that the use of the Service will be uninterrupted or error-free. We will not be liable to you for any failure or delay in performing the Services or making the Service available for your use if the failure or delay is due to causes beyond our reasonable control; natural catastrophes; governmental actions or omissions; the application of any law, governmental guideline or regulation; terrorism; labor strikes or difficulties; communication system breakdowns; hardware or software failures; viruses introduced by you or third parties; our inability to confirm your identity or your authority to act; or our inability to access the networks through which we operate the Service or any service. Please note that the Services or the Site may not be available at all hours due to maintenance and other reasons.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes the material and information you provide; our Confidential Information includes the Service, and Confidential Information of each party includes the terms and conditions of the Agreement. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement and (ii) except as Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
PRIVACY AND SECURITY
We maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your materials and information transmitted on the Services, which may include the use of encryption to protect the materials and information, and routine archiving for backup. We adhere to best practice policies and procedures to prevent data loss but cannot make any guarantees that there will be no loss of your data.
You agree to notify us promptly in writing when you become aware of any unauthorized use of your account, your material or information or any other content or the Service, including if you suspect there has been any loss, theft or other security breaches of your password or user ID. If there is an unauthorized use by a third party which obtained access to the Services through you or your users, whether directly or indirectly, you agree to take all steps necessary to terminate the unauthorized use. You also agree to provide us with any cooperation and assistance related to that unauthorized use which we reasonably request.
The validity, interpretation and legal effect of these terms will be governed by the laws of the State of New York, without reference to its conflict of law provisions. We make no representation that the Service or the content on the Site is appropriate or available for use in all locations. If you are accessing the Services or the Site from outside the United States, for example, you agree to comply with any local laws that apply to your access and use of this Site and the Service.
You may send notices to us at firstname.lastname@example.org. We may send notices to you at your e-mail address, or by posting a message on the Service.
Any waiver of the provisions of these terms must be in writing to be valid. No waiver will occur as a result of a usage of trade, custom or practice.