Terms of use

Thank you for visiting centiment.co!

Centiment LLC (“Centiment,” “we,” “us” or “our”) make this website including any applications, platforms, services, or other resources related to, distributed on, or available through this website (collectively, this “Site”) and our audience panel, survey tools, research services, questionnaire development, survey programming, data collection, data analysis/interpretation, and other services offered by Centiment from time-to-time (collectively, the “Services”) available to you (“Customer” or “you”) for your use as either a guest or registered user of the Site subject to the terms and conditions in this Terms of Service Agreement (this “Agreement”). For purposes of this Agreement, unless the context clearly indicates otherwise, the term “Site” shall include the “Services”.

If a valid agreement exists between you and Centiment related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the parties in relation to a specific Order.

Please read this Agreement carefully before using the Site and Services or Services offered by Centiment. This Agreement takes effect when you click an “I Accept” button or checkbox presented with this Agreement, sign an Order that references this Agreement, or when you use the Site, whichever occurs first. If you are agreeing to this Agreement on behalf of the Customer as an organization, you represent to Centiment that you have legal authority to bind the Customer. In such case, “you” and “your” will refer to the Customer.

IMPORTANT NOTICE: YOUR USE OF THIS SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 9 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 9 OF THIS AGREEMENT FOR MORE INFORMATION.

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1. GENERALLY

1.1 Centiment’s Rights in and to Centiment Materials. This Site, our systems, our databases, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans, specifications, or reports, that are provided or used by Centiment or any subcontractor engaged by Centiment in connection with this Site or otherwise comprise or relate to this Site, the designs of each of the foregoing, and any and all intellectual property rights in the foregoing (collectively, the “Centiment Materials”) shall at all times remain the exclusive property of Centiment and its third-party licensors. Any third-party software included in this Site is licensed subject to the additional terms of the applicable third-party license.
1.2 Grant of License. On the condition that you comply with all your obligations under this Agreement, and subject to additional terms of any third-party licenses applicable to third-party software included in this Site, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, right to (1) access and use this Site solely to conduct market research surveys within our proprietary Services or through qualified third-party survey tools; and (2) otherwise access and use the Site for the purpose described in an Order. We reserve all rights not otherwise expressly granted by this Agreement. If you do not comply with this Agreement, we reserve the right to revoke any license granted in this Agreement and limit your access to this Site. Any use of this Site that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Site. You are not acquiring any rights in or to the Centiment Materials other than a non-exclusive right to access and use this Site solely in accordance with the terms of this Agreement.
1.3 Modification. We may discontinue or alter any aspect of this Site, restrict the time this Site is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to this Site without prior notice or liability to you. Your only remedy is to discontinue using this Site if you do not want a modification we make to this Site.
1.4 Security. Researchers using Centiment’s Services generally may not collect personally identifiable information (“PII”) from our respondents. However, some Services may require the processing of PII by Centiment on Customer’s behalf. In such case, Centiment will implement and maintain appropriate technical and organizational measures to protect the PII processed by Centiment as part of the Services as described in the Data Processing Agreement (“DPA”) for Services incorporated into the Order in compliance with applicable data protection law. The DPA, once executed by each party, shall be automatically incorporated herein and made part of this Agreement. Should you wish to execute a DPA, please contact us at support@centiment.co.
1.5 Removal of Access. Your access to this Site is provided on a temporary basis with no guarantee for future availability. You agree that we may immediately suspend or terminate your access to this Site or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this Agreement or other incorporated agreements or guidelines; (2) discontinuance or material modification to this Site; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
1.6 Defects and Availability. We use commercially reasonable efforts to maintain this Site, but we are not responsible for any defects or failures associated with this Site, any part thereof, or any damages (such as consequential or indirect damages) that may result from any such defects or failures. This Site may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time to time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that this Site is provided over the Internet, so the quality and availability of this Site may be affected by factors outside of our control. This Site is not intended to be available 100% of the time and we do not make any representations, warranties, or guarantees regarding the reliability or availability of this Site. We do not represent, warrant, or guarantee that this Site will always be completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to this Site being unavailable.
1.7 Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of this Site in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which this Site is based; (3) use this Site or Centiment IP to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of this Site, servers, or networks connected to this Site or take any other action that interferes with any other person’s use of this Site; (5) decrypt, transfer, create Internet links to this Site, or “frame” or “mirror” this Site on any other server or wireless or Internet-based device; (6) use or merge this Site or any component thereof with other software, databases, or Site and Services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to this Site; (8) use this Site for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with this Site; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on this Site for any reason; (11) access or attempt to access any other user’s account; (12) use any Centiment IP made available through this Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into this Site any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm this Site, or perform any such actions; (14) introduce into this Site any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter this Site, Centiment Content, or notices on this Site; (16) connect to or access any Centiment computer system or network other than this Site; or (17) impersonate any other person or entity to use or gain access to this Site. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
1.8 Permissions. Subject to your compliance with this Agreement, you may (1) temporarily store copies of Centiment Content in RAM incidental to your accessing and viewing those materials; (2) store files that are automatically cached by your Web browser for display enhancement purposes; (3) if we provide mobile or other applications for download, you may download a single copy to your mobile device solely for your use in accordance with the terms of this Agreement; and (4) if we provide social media features with certain content, you may take such actions as are enabled by such features. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of this Site in breach of this Agreement, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made

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2. CONTENT AND MATERIALS ON THIS SITE

2.1 Centiment Content. This Site may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Centiment Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You understand and agree that these rights in any Centiment Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Centiment Content.
2.2 User Content. This Site may allow you to upload, download, store, or transmit user-generated data or information, including personal information such as your name, photo, or contact details and Research Content (as defined in Section 4.2 below) (collectively, “User Content”). By submitting User Content through this Site, you grant Centiment a nonexclusive, worldwide, royalty-free, assignable, sublicensable, perpetual right and license to use, copy, and display User Content in connection with Centiment’s operation of this Site and provision of Services. You further grant Centiment a nonexclusive, perpetual, assignable, sublicensable, worldwide, royalty-free right and license to use, copy, display, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, transfer, sublicense, create derivative works of, and compilations incorporating, User Content on a de-identified, aggregate basis to provide benchmarking, performance improvement, marketing and advertising, and other lawful purposes in connection with the operation of Centiment’s business. Should you prefer Centiment not utilize your aggregated and anonymized survey data for research or promotional content purposes, you can opt your account out. Within the survey tool, head to account settings and set “anonymous data collection” to “Deny”. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU POST OR PROVIDE THROUGH THE SITE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT, CENTIMENT CONTENT, OR OTHER CONTENT YOU FIND ON THIS SITE OR ACCESS THROUGH THE SERVICES IS SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR USER CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE TRANSMISSION OF ANY OF USER CONTENT THROUGH THIS SITE.
2.3 User Content Restrictions. You may not upload, post, or transmit any User Content that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of Centiment or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any Applicable Law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, Centiment, or this Site; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; or (c) racial intolerance or advocacy against any individual, group, or organization. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all User Content. We cannot and do not assume any responsibility for your use or misuse of Centiment Content, User Content, or any other information transmitted, monitored, stored, or received while using this Site. We reserve the right to amend or delete any Centiment Content (along with the right to terminate or restrict use of or access to this Site) that in our sole discretion violates any of the above. By providing User Content via this Site, you further understand and agree that you do so at your own risk and that we are not responsible for the damage or loss of any such User Content. You agree that we are not liable for any legal violation caused by your use or misuse of Centiment Content or other information transmitted, monitored, stored, or received while using this Site.
2.4 Feedback. We welcome your comments, feedback, information, or materials regarding this Site or any of the Services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
2.5 Links; Third Party Materials. This Site may include links to other websites, resources on the Internet, or utilize the services or content of our partners or other third parties (such as our e-commerce provider to process payment-related information in accordance with Section 4) (collectively, “Third Party Materials”). Because we have no control over Third Party Materials or the administration of Third Party Materials by the third parties that provide them, you acknowledge and agree that we are not responsible for the availability of such materials, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Materials, or for any privacy or other practices of the third parties operating those website or providing such materials. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or reliance on any such Third Party Materials. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third party website and Third Party Materials.
2.6 Ownership of Intellectual Property. Centiment or its licensors exclusively own all right, title and interest in and to this Site, the Centiment Materials, the Centiment Content, and Feedback, including but not limited to, all ideas, inventions, inferences, discoveries, source and object software code, developments, derivative works, enhancements, upgrades, fixes and patches, formats and processes, and all images, trademarks, service marks, logos and icons displayed or related therein or thereto (collectively, “Centiment IP”). Except as expressly provided herein, you have no right, license, or authorization with respect to any of the Centiment IP. You shall not assert any claims to the contrary or otherwise do anything inconsistent with the allocation of ownership herein, including, but not limited to, challenging the validity of the authorizations or any intellectual property rights granted herein. In the event you are ever deemed to be the owner of any of the Centiment IP, you shall immediately take all necessary steps to evidence, transfer, perfect, vest, or confirm Centiment’s right, title and interest in the Centiment IP. Centiment is not transferring or granting to you any right, title, or interest in or to (or granting you any license or other permissions in or to) any Centiment IP. The sole exception of the foregoing reservation of rights is the limited, non-exclusive, and non-transferable authorization explicitly granted in Section 1.2, and which shall automatically terminate upon expiration or termination of this Agreement. Any unauthorized use of any Centiment IP, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Trademarks owned by third parties are the property of those respective third parties.

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3. ACCOUNTS

3.1 Registration. Access to certain features on this Site or the Services may require you to be registered with us via a Centiment-generated registration form. This form will require you to provide certain requested information, including personal information. Upon successful completion of this form, you will be provided with an account and login information including a username and password to successfully complete the registration process. You are the only person authorized to access and use your account. For more information about our collection of personal data about you in connection with account registration on this Site, please review our Privacy Statement.
3.2 Unauthorized Use and Information Changes. You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
3.3 Storing Credentials. This Site may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access this Site. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to Centiment or this Site resulting from unauthorized access to this Site from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
3.4 Mobile Use. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using this Site on your mobile, handheld device (“Mobile Device”). You understand that your Mobile Provider may charge you fees for your use of its network connection Site and Services while accessing or using this Site, for data downloading, e-mail, text messages, for roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES.

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4. THE SERVICES

4.1 Description. This Section governs your purchase of Services through this Site or in connection with an Order. All the Services offered via this Site are subject to availability and subscription prices for the Services are subject to change without notice at any time. All orders, quotations, or purchase orders for the Services (each, an “Order”) placed by you (whether on the Site or via Order form) are subject to acceptance by us. The Services are designed to provide each Customer with access to an online platform permitting such Customer to: (1) create surveys or request that Centiment create surveys on the Customer’s behalf; or (2) request that Centiment create certain survey questions, solicit certain survey responses, and deliver a target number of such survey responses and related data from a targeted audience. As further described in Section 4.3 below, Centiment may introduce targeted respondents to a third-party survey tool, as dictated by the researcher, via that tool’s survey URL. Centiment passes variables through the survey to identify respondents and then redirects them back to our Site through such variables in order to identify who has completed the survey in its entirety. All collected data is housed within the survey tool itself. Centiment also provides a project manager to assist with questions regarding the Services. Your dedicated project manager will test through all survey builds, whether programmed by a researcher or Centiment. Unless Centiment is hired to program a survey project, you agree that Centiment is not responsible for any build or setup errors. When an Order is placed by you for Services, Centiment grants you a nontransferable, nonexclusive, worldwide right to permit those individuals authorized by you or on your behalf, and who are your employees, agents or contractors, to access and use the Services subject to this Agreement.
4.2 Proprietary Information. We will keep confidential the subject and research goals of all survey’s conducted in connection with our Services in addition to keeping confidential any and all proprietary information contained within the survey itself, or as outlined in communications with the project manager. You retain ownership of the intellectual property rights in the contents of your survey and research (“Research Content”). Centiment does not claim ownership over your Research Content, the data we collect for you, or any data analysis/interpretation work. This Agreement does not grant Centiment any rights or licenses to your Research Content except for the limited rights needed for us to provide the Services, and as otherwise described in this Agreement. You acknowledge and agree that all Research Content shall be considered User Content for purposes of this Agreement, and shall remain subject to the same restrictions and limitations applicable to you, and all rights and remedies available for Centiment as set forth herein.
4.3 Data Collection. Centiment’s Services may involve connecting researchers and their third-party survey tools to anonymous survey panelists who have agreed to provide their feedback against primarily closed-ended survey questions for quantitative studies. Because feedback and opinions can change, you agree to hold harmless Centiment for any decisions made based on the results of using our Services. When respondents are onboarded, Centiment profiles them with the sole intention of connecting qualified respondents with the correct surveys. Unless your survey is programmed and hosted in the Centiment survey tool, Centiment does not retain any data related to your survey; the data collected is retained by the third-party tool used to conduct the survey and is subject to that tool’s security measures. All data collected will be delivered, at minimum, via an Excel/CSV output. Centiment uses best efforts to collect data; however, if a target number of completed surveys is not reached clients will only be billed for those responses realized. Any disputes related to the quality of the data, or individual responses within the data set, must be raised within ten calendar days of the final data set being delivered.
4.4 Text Messaging Services. Centiment’s Site and Services may offer include the ability to initiate Messages between you and third parties or individuals. “Message” means any text or email message sent to or received from an individual through Centiment’s Site or Services (each a “Recipient”). For clarity, “Message” does not include any communication sent or received outside Centiment’s Site or Services through your website, email accounts, or telephones and other electronic devices of yours and your employees and contractors. Customer shall obtain any consent or approval required to communicate with a Recipient at the time and in the manner required by Applicable Law. “Applicable Law” means all laws, ordinances, rules, and regulations governing such Customer’s duties or responsibilities under this Agreement, including without limitation, laws governing the protection of personally identifiable information and other laws applicable to employment, the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (“TCPA”), and any other applicable federal, state, local or foreign laws. Customer is solely responsible for any use of the Centiment Site and Service by Customer or its employees and agents, including any Message, and shall ensure that any Message, communication, process, action, or decision does not violate any Applicable Law. Customer shall, and shall ensure its employees and agents comply with all Applicable Law. Customer agrees that, as between Customer and Centiment, Centiment is a service provider facilitating communications between Customer and Recipients. Customer is the sole or designated “sender” (as such term is defined by the CAN-SPAM Act and the TCPA) of any Message sent through the Centiment Site or Services and that, therefore, Centiment is not a sender (as that term is associated with each of the foregoing laws) and bears no liability for any claims that Messages sent through the Centiment Site or Services by Customer or any party who Customer allows to use its accounts violates Applicable Law.

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5. PAYMENT

5.1 Service Purchasing. To purchase or subscribe to a Service, you will be required to provide information regarding your credit card, ACH, or checking information (“Payment Method”) to Centiment and, if paying by credit card, wire, or bank transfer, to our third party e-commerce platform providers, Stripe and Plaid, (collectively, “Provider”). You represent and warrant to Centiment and our Provider that the information pertaining to your Payment Method is true and that you are an authorized user of the Payment Method. You hereby authorize us through our Provider to bill to your Payment Method in accordance with the terms of the Order for the Services you are purchasing. You agree to pay to Centiment the fees for each Service you purchase or use in accordance with the Order (“Fees”). All quotes for audience panel pricing and related Fees are subject to the final review of a survey build and the format of any associated screening questions. Centiment will provide an invoice post-data collection, but may request an initial deposit at our sole discretion. Existing clients are required to pay any outstanding invoices within net 30 days from the date their invoice was delivered. New clients may be required to prepay ahead of Services being rendered. If any bank or other financial institution refuses to honor any payment of yours, we may charge you a fee up to the maximum amount permitted under Applicable Law and seek any other damages or remedies available. Fees paid by you are non-refundable, except as provided in these Terms of Use or when required by law.
5.2 Managing Payment Method. When providing a Payment Method, our Provider may allow you to keep such Payment Method on file in order to facilitate future Orders (Centiment does not retain, store, or otherwise manage credit card information). If you want to use a different Payment Method than the one you signed up to use during registration or when you placed an Order, you may edit your Payment Method information by logging into your account management tools on this Site, which securely connects to our Provider. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, we may reject your Order. If we do not reject your Order, you authorize us to charge you for any Product purchases you make, and you will remain responsible for any uncollected amounts.
5.3 Taxes. You are responsible for, and agree to pay, all taxes, fees, and any other duties or surcharges set by any governmental agency or taxing authority. You agree to indemnify and hold Centiment harmless for any liability for taxes owed in connection with your purchase of the Services.
5.4 Billing Details. Please email us at support@centiment.co if you believe there are any billing errors, or if you have any other questions related to your account history or bill. You must notify us at support@centiment.co or change your information via your online account immediately in the event of any change in your name, billing address, service address, email address, telephone number, credit or debit card, or other account information. You can dispute your account history or bill by contacting us at support@centiment.co. Unless otherwise provided by law, you must still pay any disputed charges until the dispute is resolved.

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6. REPRESENTATIONS

6.1 General Representations. You hereby represent and warrant that: (1) you (a) are either over the age of 18 or you are 13 or older and have your parent or guardian’s consent to the terms of this Agreement; and (b) have the power and authority to enter into and perform your obligations under this Agreement; (2) all information provided by you to us is truthful, accurate and complete; (3) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of this Site, your Feedback, or any part thereof; (4) if applicable, you have provided and will maintain accurate and complete information with us, including, without limitation, your legal name, email address, and any other information we may reasonably require; (5) your access to and use of this Site or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (6) you will immediately notify us in the event that you learn or suspect that the contact information you provided to us has been disclosed or otherwise made known to any other person; (7) you will not use this Site in order to gain competitive intelligence about us, this Site, or any Service offered, or to otherwise compete with us; and (8) your User Content does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party.
6.2 Systems Representations. You represent that you shall, at all times during the term, procure, set up, maintain, and operate in good repair, at your sole cost and expense, all equipment, resources, technology, or systems, including computer hardware and equipment, any Internet access, third party software, and telecommunications services, necessary for you to access and use this Site (collectively, the “Customer Systems”). You further represent that in connection with your Customer Systems, you shall employ all physical, administrative, and technical controls, screening and security procedures, and other safeguards necessary to securely administer the distribution and use of this Site, and protect against any unauthorized access to or use of this Site.
6.3 Feedback Representations. In the event you provide any Feedback via this Site, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.

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7. DISCLAIMERS OF WARRANTY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THIS SITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON THIS SITE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THIS SITE WILL BE CORRECTED, THAT THIS SITE AND ANY CONTENT OR INFORMATION FOUND ON THIS SITE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH THIS SITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THIS SITE OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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8. INDEMNITY; LIMITATION OF LIABILITY

8.1 Indemnity. You agree to defend, indemnify, and hold harmless Centiment, our officers, members, managers, employees, partners, and agents from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with: (a) your use of this Site, (b) your violation of this Agreement, (c) any User Content you provide through this Site, (d) your violation of any law or the rights of any third party, (e) unauthorized disclosure or exposure of personal information or other private information, including User Content; (f) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by User Content uploaded to the System through Customer’s account, including without limitation by Customer Data; (g) claims that use of the Centiment Site or Services through Customer’s account, including by Recipients or other users, harasses, defames, or defrauds a third party or violates the TCPA, the CAN-SPAM Act, or any other Applicable Law, including any law or restriction related to electronic or telephone advertising or usage; and (h) your negligence or willful misconduct.
8.2 Limitation Of Liability. UNDER NO CIRCUMSTANCES SHALL CENTIMENT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS SITE OR THE SERVICES. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR THE USE OF ANY OR ALL PARTS OF THIS SITE OR THE SERVICES IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEE UNDER THE APPLICABLE ORDER OR, IF NONE, ONE HUNDRED DOLLARS ($100.00 USD).
8.3 For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST CENTIMENT.

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9. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS

9.1 Governing Law. This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Colorado without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in Denver County, Colorado or any United States District Court located in Denver County, Colorado, and you hereby consent to the exclusive jurisdiction and venue of the state or federal courts in Denver County, Colorado. You irrevocably submit and consent to the personal jurisdiction of such courts.
9.2 Dispute Resolution. To the extent feasible, the parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access to this Site or Centiment IP, this Agreement or the breach, termination, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If we are not able to resolve any Dispute ourselves, you and Centiment agree to resolve such Dispute through confidential binding arbitration as set forth below.
9.3 Binding Arbitration. If you and Centiment are unable to resolve a Dispute through informal negotiations, either you or Centiment may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow Applicable Law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement you and Centiment may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
9.4 Waiver of Rights. You hereby agree that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any constitutional rights to have the Dispute determined by a court of law or by a jury and any right that you may have under Applicable Law to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE INDIVIDUAL CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUALS.

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10. MISCELLANEOUS

10.1 Term. This Agreement is effective upon your acceptance and will continue in full force until terminated by you or us or otherwise terminates in accordance with the terms of an Order. You may terminate this Agreement at any time by immediately discontinuing all access to this Site. Termination or cancellation of this Agreement will not affect any right or relief to which we may be entitled at law or in equity. Except as provided in an Order, we reserve the right to terminate this Agreement at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to this Site or any part thereof.
10.2 Independent Contractors. You understand and expressly agree that you and Centiment are independent contractors and not agents or employees of the other party. Neither you nor Centiment has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
10.3 Consent to Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of this Agreement and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement and in performing our obligations and exercising our rights under this Agreement. Neither you nor Centiment will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any Applicable Law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
10.4 Equitable Relief. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement.
10.5 Privacy. We collect, store, and use data collected from you in accordance with our Privacy Statement.
10.6 Entire Agreement. This Agreement and any hyperlinked policies and procedures constitute the entire agreement between you and Centiment with respect to the subject matter hereof and supersede all prior agreements, both oral and written, with respect to the subject matter hereof. We may revise and update this Agreement from time to time, and will post the updated Agreement to the portal. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of this Site will constitute your agreement to any new provisions within the revised Agreement.
10.7 Waiver; Severability. Our failure to enforce any provision of this Agreement will not be deemed to be a waiver of our right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.
10.8 Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.
10.9 Survival. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
10.10 Contact Us. With questions, email support@centiment.co or submit your question through this Site.