Effective Date: May 20th, 2019

Introduction

Welcome to the Centercode Platform. You’re an end user on an instance of the Centercode Platform that is operated by one of our business customers. We want you to have a safe and productive experience, so please take a moment to review these Terms of Use for End Users (the “User Terms”).

Among other things, these User Terms form a contract between you and us. The User Terms:

  • Describe the relationship between you, our business customer, and Centercode;
  • Govern your access and use of the Centercode Platform as an end user, including the limitation of our liability to you as an end user;
  • Contain our rules for acceptable use of the Centercode Platform that you must follow; and
  • Direct you to the privacy policies that apply to you as an end user of our customer’s instance of the Centercode Platform.

Please read the User Terms carefully. If you access or use the Centercode Platform, or continue accessing or using the Centercode Platform after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. “We,” “our,” and “us” refer to Centercode, Inc.

The Relationship Between You, Our Business Customer, and Centercode

You are an authorized end user (an “Authorized User”) on an instance of the Centercode Platform controlled by our business customer (the “Customer”). Our Customer has invited you to its unique Centercode Platform domain where its Authorized Users may access the Centercode Platform (its “Implementation”). Your access to our Customer’s Implementation is at its discretion, and is subject to you complying with these User Terms.

Our Customer has separately entered into an agreement with us (the “Customer Contract”) that contains our commitment to deliver the Implementation to our Customer and permits the creation and configuration of our Customer’s implementation so that its Authorized Users can join and access the Centercode Platform through that Implementation. These User Terms are not intended to, nor shall they, limit or modify any Customer’s right that it has under its Customer Contract.

As an Authorized User, you will submit content or information (including personal data) to our Customer’s Implementation, such as account information, profile data, feedback, photos, files, or other text or data. You acknowledge and agree that this data (called “Customer Data”) is owned by our Customer and that the Customer Contract provides our Customer with many choices and control over the Customer Data.

For example, our Customer may itself, or by instruction to Centercode, provision or deprovision the Implementation, allow, remove, or modify access to the Implementation, enable or disable third party service integrations in its implementation, manage security, permissions, data retention, data exports, and other settings, transfer or assign its Implementation(s), and share Customer Data.

These choices and instructions may result in the access, use, disclosure, modification, or deletion of certain or all Customer Data. Our Customer controls the Customer Data and generally gets to decide what to do with all of its Customer Data.

Our Customer is responsible for: (i) informing you of any applicable policies and practices that impact the processing of Customer Data; and (ii) obtaining any rights, permissions, or consents from you that it deems are necessary or advisable for the lawful use of Customer Data, transfer of Customer Data, and processing of Customer Data using the Implementation or using our services in general.

This means that if you have a request related to your Customer Data or would like to remove your account on our Customer’s Implementation, while we may be able to offer support services to help you navigate the Centercode Platform options available within the Customer’s Implementation where permitted by the Customer Contract (e.g. any available user opt out features), beyond that, you must contact our Customer. Any dispute regarding your Customer Data must be directed to our Customer.

Your Use of the Centercode Platform

You Must be the Intended Authorized User

You represent that you are the intended recipient of Customer’s invitation to its Implementation. You may not access or use the Implementation for any purpose if you are not the individual that the Customer intended to invite to use its Implementation. You may not submit false or inaccurate contact, account registration information, or other information.

Our Acceptable Use Policy

To help ensure a safe and productive experience, all Authorized Users must comply with the following Acceptable Use Policy. If we believe a violation of the policy is deliberate, repeated or presents a credible security risk or risk of harm to other users, our Customers, the Centercode Platform, or any third parties, we may suspend or terminate your access.

Do:

  • comply with all User Terms and this Acceptable Use Policy;
  • comply with all terms and agreements with our Customer;
  • comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
  • upload and share data, files, and information only if you own all required rights to do so under law and under contracts that apply to you (such as nondisclosure agreements), and do so only consistent with applicable law and your contract obligations;
  • use commercially reasonable efforts to prevent unauthorized access to or use of the Centercode Platform;
  • keep passwords and all other login information confidential;
  • monitor and control all activity conducted through your account in connection with the Implementation;
  • promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account(s), including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
  • fully comply with all applicable terms of any third party applications that Customer elects to integrate with its Implementation and that you access or subscribe to in connection with the Implementation.

Do not:

  • share, transfer or otherwise provide access to an account designated for you with another person;
  • allow any party that is not an Authorized User to access or use a username or password for the Implementation;
  • use the Implementation to store or transmit any data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property rights;
  • use the Implementation to store or transmit data that is obscene, threatening, defamatory, tortious, or unlawful;
  • upload to, or transmit from, the Implementation any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful script, file, agent, program, or component or a technology that unlawfully accesses or downloads content or information stored within the Implementation or on the hardware of Centercode, our Customer, or any third party;
  • attempt to reverse engineer, decompile, hack, access source code, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Centercode Platform (including any mechanism used to restrict or control the functionality of the Centercode Platform), any third party use of the Implementation, the Customer Data, or any third party data contained in the Implementation (except to the extent prohibited by applicable law);
  • attempt to gain unauthorized access to the Service or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Centercode Platform;
  • access the Implementation or the Centercode Platform in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Implementation or the Centercode Platform;
  • use the Centercode Platform in any manner that may harm minors or violate applicable law governing the collection of personal data regarding minors;
  • impersonate any person or entity, including, but not limited to, an employee of ours, any administrator of the Customer’s Implementation, any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
  • use the Centercode Platform to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
  • access, search, or create accounts for the Centercode Platform by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • abuse referrals, incentives, or promotions to get more credits than deserved;
  • sublicense, resell, time share or similarly exploit the Centercode Platform or the Implementation;
  • use, create lists of, or share contact or other user information obtained from the Implementation (including email addresses) to contact Authorized Users outside of the Implementation without the legal right to do so; or
  • authorize, permit, enable, induce or encourage any third party to do any of the above.

If you see inappropriate behavior or content, please report it immediately to security@centercode.com.

Consent to Electronic Signatures

Our Customers may seek the electronic signatures of their Authorized Users to agreements using features of the Centercode Platform. By using these features, you agree that any agreements you execute may be electronically signed, including by you entering your username and password to confirm your agreement, and that the electronic signature is the same as a handwritten signature for the purposes of validity, enforceability, and admissibility. The Centercode Platform contains features which allow you to access agreements you have executed within a particular Customer’s Implementation. For assistance viewing any agreements you have executed within a particular Implementation, please contact the Customer that controls the Implementation.

Digital Millennium Copyright Act (“DMCA”) Policy

We take the intellectual property rights of others seriously and require that our Customers and their Authorized Users do the same. The DCMA provides a process for addressing claims of copyright infringement. Please note that we will share your full complaint, including your contact information, to the alleged violator. If you are concerned about your contact information being forwarded, you may wish to use an agent to report it for you.

If you own a copyright or have authority to act on behalf of a copyright owner and want to file a DMCA complaint that a third party is infringing that copyright through our services, please send us a notice to the contact address below in “Notices Under User Terms“ that includes the following information: (1) a description of the copyrighted work; (2) a description of the material you claim is infringing and the URL of that material; (3) your address, telephone number, and email address; (4) the following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law”; (5) the following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright”; and (6) an electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.

We may, in appropriate situations, disable or terminate the accounts of Authorized Users. This process does not limit our ability to pursue any other remedies we may have to address suspected infringement. Please be aware that you may be liable for any damages, including costs and attorneys’ fees incurred by us or our users, if you knowingly materially misrepresent that material is infringing.

No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CENTERCODE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE CENTERCODE PLATFORM AND THE IMPLEMENTATION, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Limitation of Liability

If we believe that there is a violation of the Customer Contract, User Terms, or any of our other published policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene ourselves. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Centercode Platform, the Implementation, Authorized Users, or any third parties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL CENTERCODE, OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR CONTRACTORS, HAVE ANY LIABILITY TO YOU FOR LOST DATA, LOSS OF USE, LOST PROFITS, OR LOST REVENUES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY INCLUDING NEGLIGENCE, EVEN IF WE HAVE BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE MAXIMUM AGGREGATE LIABILITY OF CENTERCODE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS FOR BREACH OF THESE TERMS OF USE IS TWENTY DOLLARS ($20) IN THE AGGREGATE.

THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF. IN ADDITION, IF YOU ARE A CUSTOMER, THE FOREGOING LIMITATIONS SHALL NOT LIMIT ANY RIGHTS YOU HAVE UNDER THE CUSTOMER CONTRACT.

Application of Consumer Law

The Centercode Platform is a tool intended for use by businesses and organizations. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have that we cannot lawfully exclude, and our liability is limited (at our option) to the replacement, repair or resupply of our services or, at our sole discretion, the pro-rata refund to our Customer of pre-paid fees for its subscription to its Implementation covering the remainder of the term.

Customer Data Privacy; GDPR

Please review our Centercode Customer Data Handling Practices document for more information on how we collect and use personal data that is Customer Data. If you are a resident of the European Union, the European Economic Area, the United Kingdom, or Switzerland, please review the provisions in that policy discussing the EU General Data Protection Regulation or “GDPR.”

General Provisions

Notices Under User Terms

Except as otherwise set forth herein, all notices under the User Terms will be by email or by notice to Authorized Users through the Centercode Platform. Privacy notices to Centercode must be sent to privacy@centercode.com. Legal and Digital Millennium Copyright Act notices to Centercode must be sent to legal@centercode.com. Alternatively, Authorized Users can provide legal notice by mail to:

Centercode, Inc.
23332 Mill Creek Drive, Suite 260
Laguna Hills, CA 92653
Attn: Legal Department

A notice given by email (or by Centercode to an Authorized User through the Centercode Platform) will be deemed to have been duly given the day after it is sent. A notice given by mail will be deemed to have been duly given when received. Notices under the Customer Contract will be delivered solely in accordance with the terms of the Customer Contract.

Survival

The sections titled “The Relationship Between You, Customer, and Us,” “Consent to Electronic Signatures,” “Digital Millennium Copyright Act,” “Customer Data Privacy; GDPR,” “Limitation of Liability,” and all of the provisions under the “General Provisions” heading will survive any termination or expiration of the User Terms.

Modifications

As our business evolves, we may change these User Terms. If we make a material change, we will provide you with notice either by emailing the email address associated with your account or by messaging you through the Centercode Platform. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the most current version of our Centercode Customer Data Handling Practices document. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Implementation after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue

The User Terms, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the state of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Orange County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, if you are a Customer, the provisions in the Customer Contract shall control governing law and venue.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you as an Authorized User and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Customer Contract and the User Terms, the terms of the Customer Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms. Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time, the terms and conditions in these User Terms are binding. Notwithstanding the foregoing, these User Terms are not intended to, nor shall they, limit or modify any Customer’s right that it has under its Customer Contract.

Contacting Centercode

When providing a notice to us under these User Terms, you must contact us as described above in the “Notices Under User Terms” section. In other circumstances, please feel free to contact us at support@centercode.com or at our mailing address below:

Centercode, Inc.
23332 Mill Creek Drive, Suite 260
Laguna Hills, CA 92653
USA