TERMS AND CONDITIONS
Effective Date: September 13, 2017
2. SUBSCRIBER OBLIGATIONS
2.1 Administrators List. Subscriber shall be responsible for providing a list containing contact information (first name, last name, email address, and optional phone number) for individuals who may need to access the Service to be used by Centrallo in connection with the provision of the Service (the “Administrators List”), and Subscriber agrees that it shall make all reasonable efforts to ensure that the Administrators List is accurate.
2.2 Subscriber Content/Ownership. All Subscriber Content is the property of Subscriber. “Subscriber Content” consists of the Administrators List and/or any Subscriber-created templates or Groupdolists, as well as any other Subscriber materials that Subscriber transmits via Subscriber’s account. Subscriber is solely responsible for the content of all transmissions sent via Subscriber’s account, and for the accuracy, quality, integrity, legality, reliability, appropriateness (including offensiveness, indecency, or objectionable nature) and intellectual property ownership or right to use of Subscriber Content. Subscriber acknowledges that the Service, to the extent it transmits Subscriber Content, is simply a passive conduit for the distribution and transmission of Subscriber Content in the provision of the Service. Centrallo shall not be liable for any errors or omissions or for any defamatory, libelous, offensive or otherwise objectionable or unlawful content in any Subscriber Content, or for any loss or damage incurred as a result of the use of any Subscriber Content sent, accessed, posted, or otherwise transmitted via the Service.
2.3 Permission to Use Subscriber Content. Subscriber hereby grants Centrallo (and its Service Providers, as hereinafter defined) the right to use Subscriber Content in connection with its provision of the Service.
2.4 Unauthorized Use of Service. Subscriber shall promptly inform Centrallo of any actual or potential unauthorized access to, or use of, the Service of which Subscriber has knowledge.
2.6 Proprietary Rights. The Service and any related software or technology, and all intellectual property rights therein and thereto, is owned by Centrallo, its licensors or Service Providers. As used herein the term “Service Provider(s)” refers to communications carriers and data center and hosting services providers that Centrallo uses for the delivery of the Service to its Subscribers. Subscriber shall not modify, reverse engineer, reformat, copy, display, distribute, transmit, publish, license, create derivative works from, transfer, or sell any part of the Service. Except as expressly set forth herein, each party agrees not to display or use the other party’s trademarks, Service marks, logos, or other intellectual property without the prior written permission of the other party.
2.7 Third Party Factors and Centrallo’s Scope of Control. Subscriber acknowledges that Centrallo’s provision of the Service is dependent on the facilities, networks, connectivity, or any acts and/or omissions of Service Providers (“Third Party Factors”). Subscriber acknowledges that the performance of the Service may be affected by such Third-Party Factors. Centrallo’s “Scope of Control” is defined as those areas of functionality and technology, including hardware (if any) and software used in the provision of the Service that are under the direct control of Centrallo (excluding Third Party Factors).
2.8 Taxes. Subscriber acknowledges and agrees that it shall be responsible for the payment of all taxes, duties, levies, and other similar charges (and any related interest and penalties), other than taxes on Centrallo’s income, however designated, levied or imposed by any governmental authority by reason of the sale, performance, license or use of the Service.
2.9 Mobile Fees. Under no circumstances shall Centrallo be liable to Subscriber, to any individual on the Administrators List, or to any other person for any charges or fees that arise from a Subscriber’s or an individual person’s receipt of a text message, usage of carrier network data on or off network (roaming), or any other mobile fee accrued by the use of the Service. Any cost, expected or unexpected, of accessing the Service is borne solely by Subscriber under all circumstances.
2.10 Suspension or Discontinuation of Service. In the event that Centrallo believes that Subscriber is using the Service in a manner that (i) threatens to compromise the functioning of the Service, (ii) is in violation of any applicable Laws, or (iii) is in violation of this Agreement, then Centrallo shall notify Subscriber and may immediately suspend Subscriber’s access to the Service and/or terminate Service to the Subscriber.
3. CONFIDENTIAL INFORMATION
3.1 Confidential Information Defined. “Confidential Information” consists of the following: all information disclosed by one party or its agent or representative (the “Disclosing Party”) to the other party or its agent or representative (the “Receiving Party”) in connection with this Agreement regarding the alerting and response needs of Subscriber and/or the alerting and response offerings of Centrallo, to the extent that (a) for information disclosed in written, graphic or other tangible form, it is designated by appropriate markings to be confidential or proprietary or (b) for information disclosed orally, it is both identified as proprietary or confidential at the time of disclosure and summarized in a writing so marked no later than fifteen (15) business days following the oral disclosure. Notwithstanding the foregoing, all written or oral pricing and contract proposals exchanged between the parties and Subscriber Content shall be Confidential Information, whether or not so designated. Confidential Information is the property of the Disclosing Party. This Agreement is Confidential Information as to which each party is both a Disclosing Party and a Receiving Party. Information made known to the public by the Disclosing Party or a third party, or previously known to the Receiving Party free of any obligation to keep it confidential, or independently developed by the Receiving Party, shall not be Confidential Information.
3.2 Confidentiality Obligations. A Receiving Party shall hold all Confidential Information in confidence and: (a) shall use such Confidential Information only for the purposes of performing under this Agreement or providing the Service, or using the Service; (b) shall reproduce such Confidential Information only to the extent necessary for such purposes; (c) shall restrict disclosure of such Confidential Information to employees that have a need to know for such purposes; (d) shall advise those employees of the obligations of this Agreement; (e) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in this Agreement; and (f) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use or publication of Confidential Information. Each party shall notify the other party as soon as practicable upon receipt of a subpoena or court or governmental order requiring the receiving party to disclose Confidential Information of the disclosing party with the intention of providing the disclosing party with the opportunity to oppose the disclosure.
4. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
4.1 Each party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, to grant the rights granted hereunder and to fully perform under this Agreement; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate or conflict with any agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
4.4 IN ADDITION TO THE OTHER LIMITATIONS OF LIABILITY SET FORTH HEREIN, THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY: EXCEPT AS SET FORTH IN THIS AGREEMENT, CENTRALLO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING ANY SUBSCRIBER CONTENT OR the suitability, truth, or accuracy thereof; or THE SERVICE, INCLUDING WITHOUT LIMITATION THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SERVICE OR THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, or operate in combination with any other hardware, software, system or datA, OR NOT INFRINGE THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS AND CENTRALLO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR GUARANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO SUBSCRIBER CONTENT OR THE SERVICE.
5. INDEMNIFICATION; LIMITATIONS OF LIABILITY
5.1 Indemnification. Centrallo agrees to indemnify, defend, and hold harmless Subscriber and each of its officers, directors, owners, employees, and agents from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, “Losses”) arising out of (i) a material breach of any of its representations or warranties set forth in this Agreement by Centrallo; or (ii) a claim that the Service directly infringes a copyright, a U.S. patent issued as of the Service Start Date, or other intellectual property right of a third party, except that Centrallo will have no liability for any infringement claim if caused in whole or in part by: (a) Subscriber’s use of the Service other than in accordance with applicable documentation or instructions provided or approved by Centrallo; (b) Subscriber’s unauthorized modification of the Service or any part thereof (c); Subscriber’s use or combination of the Service with software, hardware, system, data, or other materials not supplied by Centrallo; (d) information supplied by Subscriber (including Subscriber Content) to Centrallo that is used in or with the Service; or (e) Subscriber’s continued use of the Service after Subscriber was notified of actual or potential infringement from Subscriber’s use of the Service. Subscriber agrees to indemnify, defend, and hold harmless Centrallo, its Service Providers, and each of its and their officers, directors, owners, employees, and agents from all Losses arising out of (i) a material breach of any of its representations or warranties set forth in this Agreement by Subscriber or any user that accesses the Service through Subscriber; or (ii) a claim alleging that Subscriber Content, or any use of such content by Subscriber, Centrallo or a Service Provider in connection with the performance or use of the Service, infringes the rights of, or has caused harm to, a third party.
5.2 Consequential Damages Exclusion; Direct Damages Limitation. IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF CENTRALLO, ITS AFFILIATES, SERVICE PROVIDERS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FOR ANY DAMAGES INCURRED BY SUBSCRIBER EXCEED THE FEES ACTUALLY PAID BY SUBSCRIBER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS OF SERVICE IMMEDIATELY PRECEDING INITIATION OF ANY CLAIM FOR DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR SERVICE PROVIDERS LIABLE TO SUBSCRIBER) OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS, OR OTHER ECONOMIC ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND OR NATURE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICE EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. TERM, RENEWAL, AND TERMINATION
6.1 Term; Renewal. This Agreement shall begin on the Service Start Date and terminate on the Service End Date as set forth on the cover page of this Agreement. On the Service End Date, and on each anniversary thereof, this Agreement shall automatically renew for successive one-year terms, unless terminated by either party on at least thirty (30) days written notice. The terms and pricing shall be the same in any renewal year, except that (i) if Subscriber purchases features in addition to the features purchased for the original term, the renewal year pricing shall reflect any increased fees for the new feature charges and (ii) in any renewal year, regardless of whether Subscriber purchases additional features, Centrallo may increase the fees in an amount not to exceed the percentage reflected in the Consumer Price Index for All Urban Consumers (CPI-U).
6.2 Termination on Breach. Notwithstanding the above clause, in the event that either party to this Agreement breaches or fails to perform hereunder, the other party may terminate this Agreement immediately after delivery of notice thereof to the party in default.. Furthermore, if the Subscriber: (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which Subscriber fails to have discharged or terminated within thirty (30) days after filing; (iii) proposes any dissolution, composition or financial reorganization with creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to all or substantially all assets or business of Subscriber; or (iv) Subscriber makes a general assignment for the benefit of creditors, Centrallo may immediately terminate this Agreement by giving a termination notice.
6.3 Effect of Termination. Termination of this Agreement shall, as of the effective date of such termination, terminate Subscriber’s access to Groupdolists and any other rights granted to Subscriber hereunder.
7. IN GENERAL
7.1 Assignment. Neither party shall assign any of the rights and obligations hereunder without the prior written consent of the other party, except to a corporate affiliate, or an acquirer of or successor to all or substantially all of the assigning party’s business. Such consent, when necessary, shall not be unreasonably withheld or delayed.
7.2 Force Majeure. Except for obligations to make payments for the Service, neither party shall be responsible for delays or failures of performance resulting from foreseeable or unforeseeable acts beyond the reasonable control of such party, including, but not limited to acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by Service Providers.
7.3 Governing Law and Choice of Law. This Agreement shall be governed by the laws of the State of New York without reference to conflict of laws principles (other than Section 5-1401 of the New York General Obligations Law). Subscriber agrees that regardless of any statute or law to the contrary, any claim arising out of or related to this Agreement shall be commenced by Subscriber in accordance with Section 7.4 within one (1) year after such claim arose or be forever waived and barred.
7.4 Dispute Resolution by Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, other than Subscriber’s failure to remit payment of fees or for injunctive relief, shall be settled by the American Arbitration Association within the City of New York in accordance with its rules and judgment upon the award may be entered in any court having jurisdiction thereof.
7.5 Failure to Pay Fees; Litigation. Subscriber shall pay the fees for the Service when due as set forth on Centrallo’s invoice(s), without setoff or deductions. In the event that invoice(s) are not paid in full when due, Centrallo shall be entitled to interest on the unpaid balance, at the highest rate permitted by law, commencing on the date that payment was due. Subscriber hereby submits to the jurisdiction of any court of the State of New York sitting in New York County or the United States District Court for the Southern District of New York for the purpose of any suit, action or proceeding brought by Centrallo for the collection of fees or for injunctive relief. Centrallo shall be entitled to all costs of enforcement of this Section 7.5, including, but not limited to, filing fees, costs, and reasonable attorneys’ fees.
7.6 Subscriber is Centrallo Customer. Subscriber consents to the disclosure of Subscriber by name as one of Centrallo’s customers.
7.7 Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement.
7.8 Independent Contractor. Centrallo’s relationship with Subscriber shall be that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship.
7.9 No Third-Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party (including but not limited to a member of Administrators List or Subscriber’s affiliates or customers) with any remedy, claim, liability, reimbursement, cause of action or other right or privilege.
7.10 Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent of the law.
7.11 Entire Agreement. This Agreement embodies the entire agreement and understanding between Subscriber and Centrallo and supersedes all prior agreements and understandings between the parties, and this Agreement cannot be modified except by a writing signed by authorized representatives of each party; provided that Centrallo may amend the Terms and Conditions so long as such amendment(s) do not materially affect the terms of the this Agreement and Centrallo provides notification to the Subscriber of such amendment(s).
7.12 Notice. All notices given pursuant to this Agreement shall be in writing and addressed to the party’ as set forth on the cover page of this Agreement (or such other address as either party may from time to time designate by written notice). Any such notice shall be effective as of the date it is delivered. For notice by fax, sender must receive written delivery confirmation and for notice by email, written receipt confirmation, and must also send written notice by other non-electronic means on same day.
Effective Date: September 13, 2017
Information We Collect
Centrallo may collect and store certain information of yours in order to run the Service. This information may include:
- Limited personal information that you provide (“Personal Information”). For example, when you register your account (“Account”), we collect some Personal Information, including your email address, first name, and last name. If you choose to provide us with access to an account you have with a social networking service, then we may collect certain information related to that account. As a registered user of the Service, you shall have the ability to modify the Personal Information you provide.
- Content you provide and add to your Account.
- Information related to your use of the Service. This may include the geographic area where you use your computer or mobile devices (as indicated by an Internet Protocol (“IP”) address or similar identifier), and the specific aspects of the Service that you use. Centrallo may also receive and collect information from your computer or mobile device, including the activities you perform with your Account, the type of hardware and software you are using, and information obtained from cookies (“Cookies”). Cookies are small data files that we transfer to your computer or mobile device. Certain cookies may be used to save your Account Information for future visits to the Service. Certain cookies may be used to enable certain features of the Service, to better understand how you interact with the Service, and to monitor aggregate usage and web traffic routing on the Service. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all aspects of the Service.
- Centrallo may collect additional information in connection with use of the Groupdolists service, which may include but not be limited to:
- Organization name, and names and email addresses of the Account Administrator(s) and End Users.
- Billing information.
How We Use Your Information
Personal Information may be used to provide and improve our Service, to better understand your needs and interests, to personalize and improve your experience, and to provide or offer Centrallo Software updates and announcements. If you do not wish to receive communications from Centrallo, please follow the “unsubscribe” instructions provided in any of those communications.
We may use geographic location information to optimize your experience. If you do not wish to share Content embedded with your geo-location information with us, please do not upload them. If you don’t want to store location data in your photos or videos, please consult the documentation for your camera to disable that feature. Additionally, we may collect information from your computer or mobile device, such as an IP address, that may be used to approximate the location of the computer or mobile device.
Logging and Cookie information, along with Personal Information, may be used for the above purposes, as well as to monitor and analyze use of the Service, with the goal of optimizing the Service and enhancing your experience. This information may also be used to verify that you have the authorization needed to use the Service.
Information Sharing and Disclosure
Centrallo does not sell your personal information to third parties. Centrallo will display your Personal Information and Content in accordance with your Account preferences and instructions, and our Terms of Service. Please consider carefully what you disclose.
Your information may be shared when we believe it is necessary to investigate potential violations of our Terms of Service, to enforce our Terms of Service, or when we need to investigate potential illegal activity, fraud, or threats. Furthermore, your information may be shared if such access is required or permitted by law to protect the rights, property, or safety of Centrallo or the users of the Service, and may be shared when required to comply with applicable laws, including with court orders or other legal process.
If Centrallo is involved in a merger, acquisition, or similar transaction, your information may be transferred as part of that transaction.
Non-private, aggregated, or otherwise non-personal information may be disclosed.
The Account Administrator (the “Administrator”) of a Groupdolists account has access to all Content you create in any group checklists, notes and templates associated with that Groupdolists account. The Administrator can also see with whom you have shared Content. The Administrator cannot access any of the Content in your personal (non-business) account.
Content you save shall be locally stored on the device you use to provide such Content. When you sync that device with our Service, we replicate that Content on our servers. Your information shall be retained for so long as needed to provide the Service to you. Your information may be retained as necessary to comply with legal regulations, resolve disputes, and enforce our agreements.
Centrallo takes the security of your information very seriously and we follow generally accepted standards to protect the information submitted to us, both during transmission and once we receive it. No method of electronic transmission or storage is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can contact us at firstname.lastname@example.org.
Policy Towards Children
Our Service is not directed towards children under the age of thirteen. We do not knowingly collect personally identifiable information from children under thirteen. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at email@example.com. If we become aware that a child under thirteen has provided us with Personal Information, we shall take steps to delete such information from our files.