Terms of Use for Guests

(LAST MODIFIED September 10, 2020)

Welcome to CENTRL! Your (“you” or “your”) access and use of the CENTRL service (“Service”) is subject to the following terms and conditions (“Terms of Use”). Please read them carefully.

You have been invited by a subscribed user (“Subscribed User”) to either access and view the Service or to provide information as a guest (“Guest”). Your use of the Service constitutes your agreement with CENTRL (“we”, “us”, or “our”) to these Terms of Use and you acknowledge that the Terms of Use constitutes a legally binding contract between you and us for use of the Service. If you are accessing and using the Service for your organization or entity (“entity”), then you are agreeing to the Terms of Use for that entity and you represent and warrant that you are an authorized representative of the entity with the requisite authority, power and right to fully bind that entity (in which event, “you” and “your” will refer to the entity). If you (or your entity) do not agree to these Terms of Use (or if you do not have the right to bind your entity), you are not permitted to access or use the Services and you should not proceed further.

We reserve the right to update the Terms of Use from time to time. We will date and post the most current version of the Terms of Use on www.oncentrl.com. Any changes will be effective upon posting the updated version of the Terms of Use (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 Terms of Use, however, it is your obligation to ensure that you have read, understood and agree to the most recent terms available. 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 Terms of Use, and to abide by and comply with the Terms of Use. If you are under 18 years of age, then please do not use the Service.

As a Guest you can only view or respond to documents or requests sent by a Subscribed User. You are responsible for the confidentiality and security of your usernames and passwords. You agree to use the Service in compliance with applicable law and the Terms of Use.

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

We grant you the right to access and use the Service to respond to the requests sent to you. This right is non-exclusive, non-transferable, limited by and subject to the Terms of Use 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 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.

YOUR OBLIGATIONS

You must use the Service for your 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 Terms of Use 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.

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.

COMMUNICATION

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.

INTELLECTUAL PROPERTY

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

Each of us represent and warrant to the other that: (i) it has the full corporate right, power and authority to enter into the Terms of Use and to perform its obligations hereunder; (ii) the Terms of Use 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 Terms of Use 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 Terms of Use.

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.

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 Terms of Use 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, the Site or these Terms of Use.

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.

INDEMNITY

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 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 Terms of Use that impact third parties.

CONFIDENTIALITY

“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

You understand that by using the Services, you give consent to the collection, use, and disclosure of your business related information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.

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.

GENERAL

Assignment

We may assign, transfer, or otherwise dispose of our rights and obligations under this Terms of Use, in whole or in part, at any time without notice. You may not assign or transfer any rights granted under the Terms of Use to any other person without our prior written consent. A person who is not a party to the Terms of Use has no right to benefit under or to enforce any term of the Terms of Use.

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 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.

Notices

You may send notices to us at legalnotices@oncentrl.com. We may send notices to you at your e-mail address, or by posting a message on the Service.

Severability

If any provision of this Terms of Use is found to be invalid or unenforceable, the remaining terms will continue in effect.

Waiver

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.