Master Subscription Agreement
(LAST MODIFIED April 15, 2022)
Welcome to CENTRL! Your (“you” or “your”) access and use of the CENTRL service (“Service”) is subject to the following terms and conditions. Please read them carefully.
We reserve the right to update the Agreement from time to time. We will date and post the most current version of the Agreement on the Service. Any changes will be effective upon posting the updated version of the Agreement (or such later effective date as may be indicated at the top of the updated Agreement). We will make reasonable efforts to notify you when we update the Master Subscription Agreement, however, it is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Service. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service, and you must cancel and stop using the Service. You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement.
You must register to fully use the Services (“Subscribed User”). A Subscribed User is the person who registers to use the Service and includes any entity on whose behalf that person registers to use the Service. Our registration process will ask you for certain information such as your name, your company name, business email and other business-related information. You must provide accurate and complete information. You must complete this and other processes to access the Services. You must use your and your entity’s true and accurate name when registering for our Service. You must also keep the information that you provide up to date. We reserve the right to suspend or terminate the Service of anyone who provides inaccurate, untrue, or incomplete information, uses the Service fraudulently or who fails to comply with the account registration requirements.
Once you become a Subscribed User, and if you have the authorized role in your entity, you may add additional users. You are responsible for use of the Services by your users (including any users you may invite). You and your users must comply with applicable law in connection with your access and use of the services made available to you. All users must go through the registration process to become a Subscribed User.
You are responsible for: (i) maintaining the confidentiality of usernames and passwords, including for the designated administrator’s account; (ii) managing access to administrator accounts; and (iii) ensuring that the designated administrators’ access and use of the Services complies with the Agreement and applicable law.
You or any other user in your entity that has subscribed to the Service can have administrator privileges that allow them the ability for taking certain actions such as (but not limited to): to manage organizations, companies and organization structure; to manage, monitor, restrict, or terminate the access of a user to the Service; or sign up for additional modules and applications of the Service. You may have other users such as (i) core users (“Core User”) that are your internal users that may be administrators and/or take actions such as create additional users and their roles; create, edit or publish the assessments; add or edit vendors; evaluate and score the responses; create or modify issues within the Service; or (ii) lite users (“Lite Users”) that are also your internal users that have read only access to the Service to view the dashboards, reports and respond to assessments that may have been sent to them.
A Subscribed User can invite users from external organizations or other entities to either access and view or to provide information as a guest. If the invited user is not a Subscribed User, then they will access and use the Service as your guest (“Guest “). Guests can only view or respond to documents or requests sent by you. You acknowledge and agree that:
you designate who is a Guest;
Guests will have the ability to distribute the information and data to other users within their organization or entity in order to view or fulfill the request;
you are responsible for all Guests use of the Service;
your Guests are responsible for the confidentiality and security of their usernames and passwords;
if there is any dispute between you and your Guests regarding access or use of the Service, you will resolve any such dispute in accordance with the agreement between you and your Guest or its entity.
ACCESS TO THE SERVICE
We grant you the right to access and use the Service based on your subscription module as set forth in the subscription order form or the master services agreement. This right is non-exclusive, non-transferable, limited by and subject to the Agreement and applicable law. You are responsible for maintaining the confidentiality of your login information and are responsible for any and all activities that occur under your account. You agree and acknowledge that your account may only be used by one person and that you will not share your account login with other people.
You are authorized to use the Services and to (i) view, access and distribute the materials and information that either (a) you have provided or (b) other users (internal or external) who have authorized you, have provided, including information provided by any person you have authorized to use the Service; (ii) access the material and information that is made available to you through the Services (whether that material or information is your own or that of anyone else). You understand and agree that you are solely responsible for maintaining compliance with applicable laws and regulations and should leverage the different modules in the Services to support your business programs.
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 with us, we may send you communications regarding the Services using electronic means. These may include but are not limited to (i) communication regarding your use or violations of use of the Services; (ii) communication regarding any updates or promotional material regarding new products and services; (iii) invoices and other subscription-related information; and (iv) information applicable law requires us to provide. We will send you all communications, notices or other required information by e-mail at the address you specified when you registered for the Services. 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.
This 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 must use the Service for your own lawful business purposes or in order to provide services to others. You must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of the Agreement that apply to you. It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used. You are responsible for what you share on the Service so please be careful about what you share.
We have no responsibility to any person other than you and nothing in the Agreement confers or purports to confer, a benefit on any person other than you. If you use the Services on behalf of or for the benefit of anyone other than yourself (whether an entity or otherwise) you agree that:
You are responsible for ensuring that you have the right to do so;
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 site 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 this site and/or 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 other Subscribed Users or Guests, 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.
During the subscription period, we shall make available to you and your Guests, an online knowledge base portal that shall contain general product instructions, FAQ’s and/or articles to assist with learning, training, and issue resolution. We shall provide you access to an online support portal to open support cases. Please ensure you provide detailed information regarding the issue. During the onboarding period as set forth in your subscription order form, CENTRL shall use a collaborative tool to support its onboarding and set up process. Currently, our primary customer support teams are in the United States of America with supplemental support available from India. Our customer support teams are trained to assist you with questions relating to our Service. These customer support teams will access your information but only as necessary to perform support tasks on our behalf. They will have access to the case information submitted by you on your customer support tickets such as your name and company email address. CENTRL uses a collaborative tool to support its onboarding and set up process.
We will make commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice as provided below); (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack; (iii) your or any third Parties actions or inaction; or (iv) that result from your equipment and/or third party equipment or services not within our control. Currently, our scheduled maintenance window is Friday 8:00PM to 11:00PM Eastern, biweekly. We shall provide three months advance written notice if we change the scheduled maintenance window. We will notify you forty-eight (48) hours in advance of any scheduled downtime. In case of emergency maintenance, we shall make reasonable efforts to provide notification as much in advance as possible with a target notification of twelve (12) hours.
FEE FOR THE SERVICE
The fee (“Fee”) for the Service is provided on the subscription order form (“Subscription Order Form”). The Subscription Order Form shall specify the Service and other commercial terms relating to the Service. Except as otherwise specified herein or in the Subscription Order Form (i) Fee is based on Service purchased, (ii) subscriptions may be added during a subscription term at a fee prorated for the portion of that subscription term remaining at the time the subscriptions are added, (iii) payment obligations are non-cancelable and Fee paid is non-refundable, (iv) quantities purchased cannot be decreased during the relevant subscription term, (v) any added subscriptions will terminate on the same date as the underlying subscriptions, and (vi) after the initial term, the Fees are subject to a reasonable market adjustment or as specified in the Subscription Order Form.
Depending on your subscription module, your use of the Service may be subject to limitations, such as the number of users or the quantity of Your Information shared or uploaded. We may charge an additional Fee for any upgrades or additional services. If such additional Fee is due, that Fee will be charged in accordance with your selected method of payment. Your access to the Service is contingent on full payment of the Fee when due. We will notify you in advance, by email to the address you have provided to us if we increase the Fee or institute new charges or fee. If you don’t agree with these changes, you must cancel and stop using the Services.
Unless stated otherwise, the Fee is exclusive of any charges and/or taxes and if applicable, you will pay or reimburse us for all taxes arising out of your use of the Service, whether assessed at the time you signed up for the Service or are determined to have been due thereafter. For purposes of these terms, taxes mean any sales, use and other taxes (other than taxes on our income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by these terms that are imposed by any government or other authority. You agree to promptly provide us with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim an exemption.
You must provide a payment method that you are authorized to use at the time of registration. Guests do not pay a Fee for the access and use of the Service. Depending on your subscription module, you agree to pay the Fee and if applicable other charges and taxes. You authorize us to charge the Fee and other charges for the Service using agreed upon payment methods, including for an upgrade or additional feature of the Service that you subscribe to during the term of the Agreement. Payment is due in advance annually or each month as set forth in the Subscription Order Form. We will automatically invoice you at the start of the billing period and at the start of each renewal period.
You agree to keep all your billing information current. You may change your payment method or modify your billing account information by sending us an email. Your changes will take effect from the next billing period. In the event, that we are unable to process the Fee when it is due then we reserve the right to charge, and you agree to pay, a late fee on past due amounts. The late fee will be the lesser of 1% of the unpaid amount each month or the maximum amount allowed by applicable law. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. In addition, we may suspend your access to the Services or cancel the Services if your account is past due.
The Services are protected by copyright, trademark, and other US and foreign laws. CENTRL and 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 Site and 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, the site, 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 site and 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.
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
Each of us represent and warrant to the other that: (i) it has the full corporate right, power and authority to enter into the Agreement and to perform its obligations hereunder; (ii) the Agreement is valid, binding and enforceable against it (subject to applicable principles of equity and bankruptcy and insolvency laws); (iii) the execution, delivery and performance of the Agreement does not violate the terms of any license, or any material contract or written instrument to which it is bound, and (iv) it is in material compliance with all applicable laws and regulations related to its performance under the Agreement.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CENTRL INC. OR ITS SUPPLIERS AND LICENSORS DO NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED REGARDING THIS SERVICE, 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 OR THE SERVICE, FOR VIRUSES CREATED BY THIRD PARTIES, OR FOR INFORMATION PROVIDED BY THIRD PARTIES. NO CONTENT AVAILABLE AT OR THROUGH THIS SITE OR SERVICE 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.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. To the extent these laws apply to you, some of the provisions set forth in the Agreement may not apply.
The Internet can be unpredictable and may from time to time interfere with or prevent access to the Services. We are not in any way responsible for any such interference or prevention of your access or use of the Services. You warrant and represent that if you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services or the Site.
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 our 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 this site or any service. Please note that the site may not be available at all hours due to maintenance and other reasons.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless CENTRL, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that Your Information, provided, shared or received by you or your Guests, or your or your Guests use of the Services: (a) infringes any intellectual property, trade secrets or other third party rights or (b) violates any applicable law or material obligations under this Agreement that impact third parties.
“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 Services and content on the Site, 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.
TERM & TERMINATION
The Agreement commences on the date you sign the Subscription Order Form and continues until the Subscription Order Form has expired or has been terminated. The term of each subscription shall be as specified in the applicable Subscription Order Form. Except as otherwise specified in the Subscription Order Form, subscriptions will automatically renew for additional periods which is either equal to the expiring subscription term or one-year (whichever is shorter), unless either party gives the other notice of non-renewal at least forty-five (45) days before the end of the relevant subscription term.
The Agreement may be terminated if either of us breaches or defaults in the performance of any of its material obligations hereunder, including failure to pay Fee when due, and if any such breach or default is not corrected within thirty (30) days after notice in writing, then the non-breaching or non-defaulting party may, at its option, terminate the Agreement by giving written notice of termination to the breaching or defaulting party. The determination of such breach or default shall be subject to the dispute resolution process set forth below. If the Agreement is terminated by you in accordance with the foregoing, we will refund any prepaid but unused portion of your Fee. If the Agreement is terminated by us in accordance with the foregoing, you will pay any unpaid Fee covering the remainder of the term of all Subscription Order Forms.
The Agreement may be terminated by either you or us upon written notice: (i) if either of us institutes proceedings of insolvency, receivership or bankruptcy or any other act of bankruptcy or proceedings for the settlement of its debts; (ii) or upon the institution of such proceedings against either of us which are not dismissed or otherwise resolved in its favor within 90 days; or (iii) if either of us ceasing to conduct business in the ordinary course.
On termination of the Agreement, you will remain liable for any accrued Fees and taxes or other charges and amounts which become due for payment before or after termination, and immediately cease to use the Services and the Site.
Upon termination, you can download all Your Information and other materials from the Services. In the event you desire to receive Your Information in another format then we will scope the work and fee for such efforts. Except for Your Information that you may have downloaded and used prior to the termination of the Agreement all other rights to access or use the Service will terminate. Upon termination, you will have a non-exclusive, limited license to hold previously downloaded content, solely to use for your internal business purpose.
You understand that the Services relate to the sharing of information between two parties and upon termination of the Agreement you may ask for the return or destruction of Your Information, you or your users have shared with other parties. In this scenario, you may choose to keep Your Information stored on the Service for use by you or Guests that you have shared with or may choose to revoke the rights to access to Your Information. If you choose to revoke the right to access Your Information then you are solely responsible for providing notice to your Guests or third parties of termination of access to such information.
We may suspend or terminate your use of the Service at any time without prior notice. This may happen, for example, if the action is necessary to protect the security of the Service or if you are not complying with the Agreement or any misuse of the Service or other legal purposes. The Agreement will continue to apply following its termination with respect to any obligations incurred or arising prior to its termination.
Governing Law: 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 materials in or the content of this site are appropriate or available for use in all locations. If you are accessing this 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.
Dispute Resolution: We shall attempt to first resolve any dispute or claim relating to the Agreement or the Services informally or by referring to mediation. If we are unable to resolve the dispute within thirty (30) days then either party may submit the dispute to formal binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration hearings will be held in New York, New York. The arbitrator(s) shall render a written arbitration decision with the award, and the decision of the arbitrator(s) shall be final and binding upon the parties. The parties hereby waive any right of appeal under applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and its share of the costs, including any auditing costs or expenses of expert witnesses.
Notices: 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 or the site.
Assignment, Entire Agreement, Severability & Waiver: We may assign, transfer, or otherwise dispose of our rights and obligations under this contract, in whole or in part, at any time with notice. You may assign or transfer any rights granted under the Agreement to any other person with our prior written consent. A person who is not a party to the Agreement has no right to benefit under or to enforce any term of the Agreement. The Agreement, together with the Subscription Order Form, supersedes all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between us with respect to the subject matter contained herein. If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms will continue in effect. 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.