PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS
SITE. ANY USE OF THIS WEBSITE CREATES A BINDING AGREEMENT TO COMPLY WITH THESE
TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS
SITE IMMEDIATELY.
USER AGREEMENT
The following are terms of a legal agreement (the "Agreement")
between you (You") and Center'd Corporation ("Center'd",
"we", or "us") that set forth the conditions for your use
of this web site (the "Site") and all content it contains and provides. Content ("Content") subject to the terms of
this Agreement includes, but is not limited to: text, images, photos, audio,"
video, software, source code, articles, design and all other forms of data or
communication created, posted, displayed or transmitted by us or submitted,
posted, displayed or transmit to, or used, by You or any third party user.
The Site is owned and operated by Center'd Corporation, a Delaware corporation. This Site is provided
to You expressly subject to this Agreement. By accessing,
browsing and/or using this Site, You acknowledge that You
have read, understood, and agree to be bound by the terms of this Agreement and
to comply with all applicable laws and regulations.
We reserve the right to amend this Agreement at any time without notice. All
changes shall be effective upon posting to the Site. Your continued use of the
Site after any change to this Agreement constitutes your assent to be bound by
any such changes. We may terminate, suspend, change, or restrict access to all
or any part of this Site without notice or liability.
LIMITATIONS OF USE
The copyright in all Content on this Site is held by Center'd and/or
by the original creator of the material, and is protected by U.S. and international copyright
laws and treaties. You agree that Content may not be copied, reproduced,
distributed, republished, displayed, posted or transmitted in any form or by
any means, including, but not limited to, electronic, mechanical, photocopying,
recording, or otherwise, or be used in any derivative works, without the
express prior written consent of Center'd.
You agree that, as between you and Center'd, all Content created, provided
or displayed by Center'd is and shall remain the property of Center'd. You may
not modify, participate in the sale or transfer of, or create derivative works
based on any Content, in whole or in part, without prior written permission of
Center'd. Other than the Center'd Solution and Content transmitted through it,
the use of Content on any other site, including by linking, framing, scraping, reformatting,
or in any networked computer environment for any purpose, is prohibited without
prior written approval from Center'd.You
also may not, without prior written permission from Center'd,
"mirror" any Content on any other server.
You agree to use the Content and Site only for lawful purposes. You are prohibited from any use of the
Content or Site that would constitute a violation of any applicable law,
regulation, rule or ordinance of any nationality, state or locality or of any
international law or treaty or that could give rise to any civil or criminal
liability. Any unauthorized use of the Site, including but not limited to
unauthorized entry into Center'd systems, misuse of passwords or misuse of any
information posted on the Site is strictly prohibited. Any unauthorized use of any Content on this
Site may violate copyright laws, trademark laws, the laws of privacy and
publicity, an/or other statutes and regulations.
If You access this Site from outside of the United States,
You are solely responsible for ensuring compliance with the laws of your
specific jurisdiction. Your eligibility for particular products or services is
subject to final determination by Center'd.
We may alter or cancel your access to or use of our Site at any time for any
reason, in the sole discretion of Center'd. We reserve the right to remove any Content posted by You
if we believe it violates this Agreement.
TRADEMARKS
Center'd (including the Center'd logo), Centerd.com,
"People Places Plans", PlaceConnect, and all related
logos (collectively the "Center'd Trademarks") are trademarks or
service marks of Center'd. Â Other
company, product, and service names and logos used and displayed on this Site
may be trademarks or service marks owned by Center'd or others. Nothing on this
Site should be construed as granting, by implication, estoppel
or otherwise, any license or right to use any of the Center'd
trademarks displayed on this Site, without our prior written permission in each
instance. Â You may not use, copy,
display, distribute, modify or reproduce any of the trademarks found on the
Site unless in accordance with the Center'd Solution provisions or prior written
authorization by us.
CENTER'D SOLUTION
The Center'd Solution consists of HTML
Code ("Code") which renders a widget implementation displaying sponsored and
unsponsored Content from Center'd on Your website, with links from that Content
back to Center'd and/or to sponsored advertiser(s). Center'd hereby grants to You the revocable right to copy and use the Code provided by
us at http://www.centerd.com/search/widgets/create.aspx,
solely in order to enable the Center'd Solution on your website. Center'd hereby grants to You a
non-exclusive, revocable, non-sublicensable,
non-transferable license (i) to copy and use the Code,
and any other materials provided by Center'd, in order to interface with Center'd's servers for the purpose of accessing and
receiving data from Center'd via the Center'd Solution; (ii) to display such
Content on pages of Your website, mobile applications, widgets and/or other
electronic media; and (iii) to reproduce and display the Center'd name and logo
solely in connection with display of Center'd Solution.
You may not alter the Code for any reason without prior written approval of
Center'd. You may not use the Center'd
Solution or any other Center'd Content for any other purpose not expressly authorized
by this Agreement, without Center'd's prior written
consent. Â All rights not expressly
granted to You under this Agreement are reserved by
Center'd.
You are solely
responsible for supporting end users of the Center'd Solution as implemented on
Your website, and for providing and enforcing end user terms and restrictions
with your users.
SUBMISSIONS TO THE SITE
By submitting any Content to the Site, including all text, images, remarks,
discussions, ideas, concepts, know-how, techniques, graphics or other submissions
communicated to Center'd through this Site (collectively,
"Submissions"), You grant to Center'd a, non-exclusive, unrestricted,
irrevocable, perpetual, fully-paid, worldwide, sub-licensable and transferable
license (i) to use any Submission for any purpose in
the sole discretion of Center'd, and (ii) to modify, copy, promote, lease,
license, sell, distribute, display, perform and/or make derivative works from
any Submission(s). Center'd shall not be subject to
any obligations of confidentiality regarding any Submission.
YOUR OBLIGATIONS
Any Submission to this Site by You or any action You take on, or use You
make of the Site and its Content, including Center'd Content, is prohibited if
it:
- Violates this Agreement or any applicable law;
- May be deemed patently offensive to any person or group, such as Content
that promotes racism, bigotry, discrimination, hatred or physical harm of any
kind against any group or individual;
- Contains or promotes nudity, profanity, pornography, sexual or other obscene,
graphic, gratuitously violent or illegal material;
- Threatens, intimidates, stalks, defrauds, incites, harasses or advocates
harassment of another person or entity;
- Involves the transmission of "junk mail", "chain letters",
contests, pyramid schemes, surveys, unsolicited mass mailing or spam, whether
commercial in nature or not;
- Contains or promotes information that is false or misleading;
- Promotes illegal activities or conduct that is abusive, threatening,
obscene, defamatory, malicious or libelous;
- Contains or utilizes an illegal or unauthorized copy of another person's
copyrighted work, or information to circumvent copy-protection mechanisms;
- Infringes or violates another person's rights, including any breach of
confidence, copyright, trademark, patent, trade secret, moral right, privacy
right, right of publicity, or any other intellectual property or proprietary
right;
- Contains restricted access mechanisms, hidden Content of any kind, or
utilizes SQL injection or cross site scripting methods;
- Solicits personal information from anyone under 13 years old, or harms or
threatens to harm any minors;
- Solicits passwords or personal identifying information for commercial or
unlawful purposes from other users;
- Provides instructional information about illegal activities such as making
or buying illegal weapons, violating someone'Âs privacy, or providing or
creating computer viruses;
- Relates to any commercial or promotional activities and/or sales efforts
without prior written consent of Center'd;
- Processes, collects, or records user information or Site Content, or
otherwise accesses the Site using automated means, without Center'd permission,
such as, but not limited to, robots, spiders, scrapers, or site
search/retrieval applications;
- Accesses or indexes the Site, without Center'd permission, in order to
construct or populate a searchable database of its business or event guides,
articles or reviews;
- Uses the Site or any Content to transmit any computer virus, worm, defect,
Trojan Horse, or any other item of a destructive
nature;
- Uploads any virus or malicious code;
- Uses any device, software or routine that interferes with, or attempts to
interfere with, the proper working of the Site, or that causes excessive
traffic demands or a disproportionately large load on the Site's technology
infrastructure;
- Violates in any way, the security of the Site, its Content, or any other
computer network.
Under no circumstances will we, or our employees, officers, directors,
shareholders, agents, representatives or affiliates, be liable for any loss or
damage caused by Your reliance on, or use of, any
Content. The opinions expressed in reviews and user ratings reflect solely the
opinions of the individuals who submitted such opinions, and may not reflect
our opinions.
In addition, we have no control over, and shall have no liability for, any
damages resulting from, the use (including without limitation republication) or
misuse by any third party of information voluntarily made public through any
part of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR
OTHER INFORMATION PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK.
USE OF PERSONALLY IDENTIFIABLE INFORMATION
The practices and policies of Center'd with respect to the collection and
use of personally identifiable information are governed by the Center'd Privacy Policy. We
encourage You to exercise discretion and caution with
respect to your personal information. We
are not responsible for the privacy of personal information that is disclosed
publicly on the Site.
CHILDREN AND MINORS
Center'd is not for children or minors under the age of 13. Center'd does
not knowingly solicit or collect personal information from anyone under the age
of 13. Center'd does not knowingly allow anyone under
the age of 18 to register. If we learn that we have collected personal
information from anyone under the age of 13, we will remove that information as
quickly as possible. If you believe we might have personal information about
anyone under the age of 13, please contact us at privacy@centerd.com.
LINKS TO THIRD-PARTY SITES
This Site may contain links to web sites controlled, owned and operated by
third parties (the "third-party sites"). Center'd
cannot control and has no responsibility for the accuracy or
availability of information provided by any user or provided on any third-party
site. You acknowledge that use of any third-party site is governed by the terms
of use for that website and not by this Agreement. Links to third-party sites
do not constitute an endorsement or recommendation by Center'd of such sites or
the content, products, advertising or other materials presented on such sites,
but are only for your convenience. You
acknowledge that You access third-party sites at your
own risk.
Third-party sites may have a privacy policy different from that of Center'd
and the third-party site may provide less or different security than this Site.
We are not responsible for the content of any third-party web sites, nor do we
make any warranties or representations, express or implied, regarding the
content (or the accuracy of such content) on any third-party web sites.
Center'd shall have no liability of any nature whatsoever for any failure of
products or services offered or advertised at any third-party websites, nor for
any harm resulting from your interactions with any organizations and/or
individuals found on or through the Site. This includes, but is not limited to,
payment and delivery of goods and services, and any other terms, conditions,
warranties or representations associated with such dealings. These dealings are
solely between You and such organizations and/or
individuals. Center'd reserves the right, but has no obligation to become
involved in or monitor disputes between You and
organizations and/or individuals found on or through the Site.
DISCLAIMER OF WARRANTIES
CENTER'D, ITS AFFILIATES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE
" CENTER'D PARTIES") DO NOT GUARANTEE THE ACCURACY, ADEQUACY,
TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT AND CENTER'D
DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT. THIS SITE AND ALL
OF THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE,"
WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO
THE RESULTS OF YOUR USE OF THE CONTENT OR ANY OF OUR SERVICES. CENTER'D PARTIES
DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL
COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF
EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS
AGREEMENT.
CENTER'D MAY DISCONTINUE OR MAKE CHANGES IN THE CONTENT AND SITE AT ANY TIME
WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED CONTENT
IS PUBLISHED AS OF ITS DATE ONLY, AND CENTER'D PARTIES DO NOT UNDERTAKE ANY
OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH CONTENT. Â CENTER'D, CORPORATION RESERVES THE RIGHT TO
TERMINATE ANY OR ALL SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO
YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR SECURITY FLAWS. USE OF
THIS SITE IS AT YOUR OWN RISK.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL ANY OF THE CENTER'D PARTIES BE LIABLE FOR ANY
DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN
CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OF OR
INABILITY TO USE, BY ANY PARTY THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO
WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE,
ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUS, MALWARE OR LINE OR SYSTEM FAILURE, EVEN IF CENTER'D PARTIES, OR
REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES
OR EXPENSES.
CENTER'D IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF
ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING
THE SITE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR
SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS
THEREOF. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT CENTER'D
PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY
KIND OR NATURE SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION
You agree to indemnify and hold harmless the Center'd Parties from and
against any and all claims, losses, expenses, demands or liabilities, including
attorneys' fees and costs, incurred by any of the Center'd Parties in
connection with any claim (including any intellectual property claim) arising
out of (i) materials and Content You submit to, post
to or transmit through the Site, or (ii) your use of the Site in violation of
this Agreement or in violation of any applicable law. You further agree that You will cooperate fully in the defense of any such claims.
The Center'd Parties reserve the right, at their own expense, to assume the
exclusive defense and control of any matter otherwise subject to
indemnification by You, and You shall not in any event
settle any such claim or matter without the written consent of Center'd. You
further agree to indemnify and hold harmless the Center'd Parties from any
claim arising from a third party's use of information or materials of any kind
that You post to the Site.
MONITORING OF THE SITE
Center'd has no obligation to monitor the Site; however, You acknowledge and
agree that Center'd has the right to monitor the Site electronically from time
to time and to disclose any information as necessary or appropriate to satisfy
any law, regulation or other governmental request, to operate the Site, or to
protect itself or other users of the Site.
AVAILABILITY
This Site is not intended for distribution to or use by any person or entity
in any jurisdiction or country where such distribution or use would be contrary
to applicable law or regulation. By offering this Site and Content, no
distribution or solicitation is made by Center'd to any person to use the Site
or Content in jurisdictions where the provision of the Site and/or any Content
is prohibited by law. The Service is offered only to users residing in the United States of America or otherwise subject to
United States
law and jurisdiction.
TERMINATION
This Agreement is effective until terminated by Center'd. Center'd may
terminate this Agreement at any time without notice or suspend or terminate
your access and use of the Site at any time, with or without cause, at the
absolute discretion of Center'd and without notice. The following provisions of
this Agreement shall survive termination of your use or access to the Site: the
sections concerning Indemnification, Disclaimer of Warranties, Limitation of
Liability, No Waiver, Applicable Law and Dispute Resolution, General Provisions
and any other provision that by its terms survives termination of your use or
access to the Site.
NO WAIVER
Delay or failure by Center'd to enforce any of its rights under this
Agreement shall not be construed as a waiver of those rights or any other
rights in any way whatsoever.
APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement and all other aspects of your use of the Site shall be
governed by and construed in accordance with the laws of the United States and, to the extent applicable, to
the laws of the State of California,
without regard to its conflict of laws rules. You agree that You will notify
Center'd in writing of any claim or dispute concerning or relating to the Site
and the information or services provided through it, and give Center'd a
reasonable period of time to address it BEFORE bringing any legal action,
either individually, as a class member or representative, or as a private
attorney general, against Center'd. Without limiting the foregoing, You agree that the only appropriate venue for any legal
action is the appropriate state or federal court located in San Mateo County, California.
OTHER AGREEMENTS
This Agreement shall be subject to any other agreements You
have entered into with Center'd.
PATENT INFORMATION
Technologies and processes embodied in and used by the Site are covered by
more than 50 U.S.,
PCT and foreign patents and/or by other patents pending.
ADDITIONAL TERMS
Certain sections or promotions on the Site may contain additional terms and
conditions specific to those sections or promotions, and which are also deemed
terms and conditions of this Agreement. In the event of a conflict, the
additional terms and conditions will govern for those sections or promotions.
SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable,
the remaining provisions shall be enforced to the fullest extent possible, and
the remaining provisions of the Agreement shall remain in full force and
effect.
GENERAL PROVISIONS
This Agreement supersedes any previous Terms of Use Agreement to which You and Center'd may have been bound. This Agreement will be
binding on, inure to the benefit of, and be enforceable against the parties and
their respective successors and assigns. Neither the course of conduct between
parties nor trade practice shall act to modify any provision of the Agreement.
All rights not expressly granted herein are hereby reserved. Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.
INTELLECTUAL PROPERTY COMPLAINTS
If you believe, in good faith, that any materials on the Site infringe your
intellectual property, then notification of the alleged infringement should be
sent to the designated agent for Center'd. Notification should include:
- An electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that
you claim has been infringed;
- A description of where the material you claim is infringing is located on
the Site;
- A statement by you that you have a good faith belief that the disputed use
is not authorized by the intellectual property owner, its agent or the law; and
- A statement by you, made under penalty of
perjury, that the above information in your notice is accurate and that you are
the owner of all allegedly infringed intellectual property rights or are duly
authorized to act on the owner's behalf.
The agent for notification of alleged infringement at Center'd is: admin@centerd.com please
use "Notification of Infringement" in the subject line.
CONTACTING US
If you have questions or concerns regarding the Agreement, please email us
at admin@centerd.com.
You may also contact us by mail at the following address:
Center'd Corporation
695 Oak Grove Ave, Suite 100
Menlo Park, CA 94025
If you have any suggestions for us, please use our feedback page.
