In this Agreement, “Centro,” “we,” and “us” mean Centro Community Partners, and “User” and “you” mean any user of the Services. This Agreement incorporates Centro’s standard policies, procedures, and terms and conditions for use of the Services that are referenced by name or by links in this Agreement (collectively, the “Centro Policies”).
By accessing, browsing, and using or clicking “accept” or “agree” to this Agreement, you: (a) acknowledge that you have read, understand, and agree to be bound by this Agreement, and (b) represent and warrant that you are of legal age and not prohibited by law from accessing or using the Services. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
We may update or revise this Agreement (including any Centro Polices) from time to time. You agree that you will review this Agreement periodically. You are free to decide whether or not to accept a modified version of this Agreement, but accepting this Agreement, as modified, is required for you to continue using the Services. You may have to click “accept” or “agree” to show your acceptance of any modified version of this Agreement. If you do not agree to the terms of this Agreement or any modified version of this Agreement, your sole recourse is to terminate your use of the Services, in which case you will no longer have access to your Centro Account (as defined below). Except as otherwise expressly stated by us, any use of the Services is subject to the version of this Agreement in effect at the time of use.
1. USE OF THE SERVICES AND CENTRO CONTENT
We offer the Services and the features, information, materials, and content provided and depicted through the Services (collectively, “Centro Content”) solely for User’s personal use for the purposes described therein and in this Agreement. Any and all other uses are prohibited. You may not restrict or inhibit any other person from using or enjoying the Services or Centro Content. We may modify the Services and Centro Content from time to time in our sole discretion and reserve the right, in our sole discretion, to terminate Centro Accounts, remove certain of the Services or Centro Content, and deny or limit access to the Services. We will have no liability to you for any of the foregoing actions.
The Services and Centro Content are protected by copyright, trademark, patent, and other intellectual property laws. We expressly reserve all its rights and remedies under applicable law. Except as expressly provided by this Agreement or with our prior written consent, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit any Centro Content in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to): (a) use any robot, spider, scraper, or other automatic or manual device, process, or means to access the Services or copy any Centro Content, except as expressly authorized by us; (b) take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Services or our infrastructure; (c) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Services; (d) rent, lease, copy, provide access to or sublicense any portion of the Services or Centro Content to a third party; (e) use any portion of the Services or Centro Content to provide, or incorporate any portion of the Services or Centro Content into, any product or service provided to a third party; (f) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services; (g) modify the Services or Centro Content or create any derivative product from any of the foregoing; (h) remove or obscure any proprietary or other notices contained in the Services or Centro Content; or (i) use the Services or Centro Content for any illegal purpose. We may, but are not obligated to, monitor your use of the Services and Centro Content.
We do not grant you any licenses, express or implied, to the intellectual property of Centro or our licensors, except as expressly stated in this Agreement. We and our third-party licensors retain all right, title, and interest in and to the Services, any Centro Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights.
2. APPLICATION LICENSE
Subject to the terms and conditions of this Agreement, Centro grants User a non-exclusive, non-transferable, revocable license to use the Application, in object code form only, on User’s compatible mobile devices, solely to support User’s permitted use of the Services. You are responsible for all mobile carrier charges resulting from your download of the Application and your use of the Services. We do not guarantee that the Application or the Services will be compatible with all devices or will be supported by all mobile carriers.
3. CENTRO ACCOUNTS
You may (but are not required to) create an account with us through the Site or the Application (a “Centro Account”) in order to use the Services. When registering for a Centro Account, you must provide true, accurate, current, and complete data about yourself (your “Account Data”). You also agree to promptly update your Account Data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Centro Account and the information in your Centro Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Centro Account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your Centro Account or any other breach of security related to your use of the Services.
4. USER CONTENT
The Services may permit you to submit content, send emails and other communications, and provide other information for publication or distribution to third parties (collectively, “User Content”). Any User Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, or any form of “spam.” If you submit User Content, and unless we indicate otherwise, you grant Centro a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. We take no responsibility and assume no liability for any User Content submitted by you or any other User or third party.
6. THIRD-PARTY LINKS
The Services may contain links to websites operated by parties other than Centro. We provide such links for your reference only. We do not control such third-party websites and are not responsible for their availability or content. Our inclusion of such links does not imply Centro’s endorsement of the material on such third-party websites or any association with their operators. We assume no liability whatsoever for any such third-party websites or any content, features, products, or services made available through such third-party websites.
7. INTERNATIONAL USE
Centro controls and provides the Services from within the United States. We make no representations that the Services are appropriate or available for use in other locations, and access to the Services from locations where such activity is illegal is prohibited. If you use the Services from other locations, you are solely responsible for compliance with all applicable laws.
You will indemnify, hold harmless, and (at our request) defend Centro, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders from and against all claims resulting from (a) any User Content submitted by you, (b) your use of the Services (including any Centro Content), or (c) any breach or alleged breach by you of this Agreement.
9. DISCLAIMERS AND LIMITATION OF LIABILITY
THE SERVICES, ALL CENTRO CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CENTRO DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CENTRO WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. CENTRO WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE CENTRO’S REASONABLE CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CENTRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THIS AGREEMENT, ANY USE OF THE SERVICES OR CENTRO CONTENT, OR ANY FAILURE OR DELAY RELATING TO THE SERVICES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You understand and agree that the disclaimers, exclusions, and limitations in this Section are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that Centro would be unable to provide the Services to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10. TERM AND TERMINATION
This Agreement is effective as of the date of your first access, browse, or use of the Services and will remain in effect for the duration of your access or use, unless earlier terminated as provided herein. We may suspend your ability to use all or any element of the Services or may terminate this Agreement effective immediately, without notice or explanation. Without limiting the foregoing, we may suspend your access to the Services if we believe you to be in violation of any part of this Agreement (including any Centro Policies). The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement, and you agree that Centro will not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You are free to discontinue your use of the Services at any time.
11. DISPUTES AND APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of the State of California without application of conflict of laws rules. Except as otherwise provided herein, any and all disputes, claims, or controversies arising out of or related to this Agreement, the Services, or any Centro Content not otherwise resolved by you and Centro will be settled solely by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) administered in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes. The arbitrator’s authority to resolve disputes and to make awards will be limited to disputes between you and Centro alone, with no right or authority for any disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons similarly situated. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Exclusive jurisdiction and venue in connection with any dispute between you and Centro will lie in the San Francisco County, California. Any cause of action you may have with respect to this Agreement, the Services, or any Centro Content must be commenced within one year after the claim or cause of action arises, or such claim or cause of action will be barred.
This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of this Agreement by its express terms. This Agreement and the Centro Policies constitute the entire agreement between you and us relating to your use of the Services and supersede and replace any prior agreement and communication between you and us, except as otherwise set forth herein. This Agreement and any rights hereunder may not be transferred or assigned by you, but you agree that we may assign this Agreement without restriction and without your prior consent. Any attempted transfer or assignment by you without our prior written consent will be null and void. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. The section headings used herein are for convenience only and will not be given any legal import.
13. CONTACT US
If you have any questions about this Agreement or any Centro Policies, please contact us at email@example.com.
Last Updated: March 18, 2014