Terms and Conditions

TERMS AND CONDITIONS

CENTRI Technology, Inc. (“CENTRI”) develops and offers IoTAS, a software-only security solution that encrypts, secures and optimizes data for all kinds of companies.  The services offered by CENTRI include a website – www.centritechnology.com (“Website”) and IoTAS software (“Internet of Things Advanced Security”).  The Website and IoTAS as well as widgets and other features or content and/or any support, maintenance and other professional services, as now offered and/or may be offered in the future, in connection with the Website or IoTAS, are collectively referred herein as the “Services”. These Terms and Conditions (“Terms”) set the legally binding terms for using the Services.

IF YOU HAVE ENTERED INTO A WRITTEN MASTER SERVICES AGREEMENT WITH CENTRI FOR THE PROVISION AND USE OF THE SERVICES (“MASTER AGREEMENT”), THE TERMS AND CONDITIONS OF SUCH MASTER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THESE TERMS.

1. General

1.1. Acceptance of Terms

By accessing and using the Services, whether as a visitor browsing the Website without registration (“Visitor”), or as a user, that have been registered to the Services (“User”) (Visitor and User collectively referred as “You”), You agree to be bound by these Terms. If You do not agree to any of the provisions as set forth in these Terms, You have no right to use the Services or any part thereof. If You are acting on behalf of an organization and/or a company and/or any registered or unregistered entity (together, “Organization”), You represent that you are authorized to act on behalf of such Organization and that Your acceptance of these Terms creates a legally enforceable obligation of the Organization. As used herein, “You” and “Your” refer to you and any Organization on behalf of which you are acting.

1.2. Eligibility to Use the Services

By using the Services, You represent that: (a) You are the age of majority in Your jurisdiction; (b) Your use of the Services does not violate any applicable law or regulation; (c) all information that You submit or post in order to use the Services is accurate (including without limitation, any registration information pursuant to Section 3 below), and You will maintain the accuracy of such information at all times. If CENTRI is informed or has reason to believe that You are not eligible to use the Services or that You become ineligible or that the information you provided to CENTRI is not accurate, Your use may suspended or terminated without prior notice, and Your account may be suspended, blocked and/or deleted, at CENTRI’s sole discretion.

1.3. Modifications of Terms

CENTRI reserves the right to change, add to, delete portion of or otherwise modify, from time to time, at its sole discretion, these Terms and/or the terms of its Privacy Policy (as defined below). Posting the modified Terms and/or Privacy Policy on the Website will give effect to its revised terms within 10 days as of such posting, unless earlier accepted by You. Thereafter any continuing use of the Services by You will constitute Your expressed agreement to abide by the revised terms.

1.4. Changes in the Services

Notwithstanding anything to the contrary, CENTRI reserves the right to suspend, discontinue, modify, or remove any Services offered from time to time, without prior notice, without reason or liability, and/or to offer certain services only in various versions or in selected times, based on CENTRI’s sole discretion.

In addition, CENTRI expressly reserves the rights to charge You, in the future, for services which are currently available for free. CENTRI will not charge You for using the Services, before receiving Your consent, however CENTRI reserves the right to terminate Your account with CENTRI and cancel Your registration for the Services, in whole or in part, should You refuse to provide such consent and payment if and when so required.

2. The Services

2.1. Provision of the Services

CENTRI shall choose, in its sole discretion, the equipment, tools, system, software and hardware to be used in order to provide You with the Services. The Services shall be provided through CENTRI’s servers and/or third party’s external servers or cloud services used by CENTRI, to be determined by CENTRI in its sole discretion.

Support services in connection with the Services may be provided to You by CENTRI via email, from time to time, at CENTRI’s sole discretion and subject to the terms set forth herein. Without derogating from any provision herein, any support services provided to You by CENTRI are provided “as is” and on an “as available basis” and any implementation thereof by You shall be made at your own risk and responsibility.

2.2 Fees for the Services; Terms of Payment

Certain Services (“Chargeable Services”) may be subject to Your payment to CENTRI of applicable charges, fees and other amounts due under these Terms (collectively – “Charges”), when due.  Such Charges shall only be imposed following execution of a Master Agreement between You and CENTRI.

3. Registration to the Services; User Account

3.1. Registered Users

Certain Services require registration in order to be able to use certain functionalities. CENTRI reserves the right to decide which functionalities require registration or will require registration in the future.

3.2. Registered User’s Information

The registration process may require You to provide information regarding, but not limited to, Your full name, e-mail address, phone number, as well as the name, number and other basic information of the Organization on behalf of which You are acting, and/or any other information CENTRI deems as necessary. By registration to the Services as a registered User, You represent and warrant that all registration information You submit is accurate and truthful, and that You agree to update and maintain the accuracy of such information at all times. You further represent and warrant that Your use of the Services under the registered account shall not violate any applicable law or regulation. CENTRI reserves the right to suspend or terminate the account or refuse any or all use of the Services of a registered User, if registration information submitted seems (in CENTRI’s sole discretion) proves to be false, inaccurate or incomplete. The registration process also requires You to enter user name and password. CENTRI will, in accordance with its Privacy Policy, keep Your user name and password confidential, however, You are responsible for maintaining the confidentiality of Your user name and password and for logging out of Your account at the end of each session. You are solely responsible for any and all activities that occur under your account.

If You become aware of any unauthorized use of Your user name and/or password and/or of Your account, or any other breach of security, You will notify CENTRI immediately.

Registration of more than one account for the purpose of avoiding additional fees and/or any other unauthorized purpose is prohibited.

4. Proprietary Rights

4.1. CENTRI’s Proprietary Rights

CENTRI owns and retains the entire title, rights and/or interest in and to its technology, Website, IoTAS and/or any of the Services (and/or or any part thereof) and any and all intellectual property rights related and associated therewith, including any improvements, specifications, work products, updates, upgrades, error-corrections or other modifications thereof. CENTRI’s Website, IoTAS and/or other Services, contain technology, data, ideas, know-how, trademarks, trade secrets, inventions, copyrights and other proprietary information of CENTRI and its licensors. You are not granted with any rights in or to the Website, IoTAS and/or any of the Services. You shall have no right in the intellectual property associated or related to the Website, IoTAS or any other part of the Services and nothing herein should be inferred as granting such rights to You.

Without derogating from the generality of the above, it is hereby clarified that all content, codes and/or other work products generated through, produced by or otherwise related to or associated with CENTRI’s Website, IoTAS and/or any of the Services, including without limitation, any scripts, codes, formulas, reports, notes, records, charts, analyses, lists and any other documents, material or work products (in any media whatsoever), shall be the sole property of CENTRI and You shall not have any right in connection therewith.

4.2. Third-Party’s Software and Services

In order to provide You with the Services, CENTRI may utilize, include in the Services, install in your machine, distribute to You and/or otherwise make available to You certain third-party software, components, cookies and/or libraries which are subject to open source license and/or to other third-parties license terms (“Third Party Software”). Without derogating from the generality of the above, (i) as You navigate in CENTRI’s Website and while using the Services, certain Third Party Software required for the provision of the Services by CENTRI, may be automatically downloaded to Your machine; and (ii) You acknowledge and agree to the use by CENTRI of such Third Party Software in IoTAS, when being installed on the third party’s servers being used by You.

You acknowledge and agree that Your right to use such Third Party Software in connection with the Services is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between these Terms and the terms of such open source or Third Party Software license, the terms of the applicable Third Party Software license shall prevail with regard to Your use of the relevant Third Party Software. Other than the applicable Third Party Software, in no event, shall the Website, IoTAS and/or any of the Services be deemed to be “open source” or “publicly available” software.

5. Right of Use the Services; Unauthorized Uses

5.1. Limited License, Permitted Uses

You are hereby granted with a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Website, IoTAS and/or any other Services provided to You by CENTRI, strictly in accordance with these Terms, the Privacy Policy and/or any other agreement between you and CENTRI, and solely for internal, personal, non-commercial purposes.

This license does not include any right to perform collection, aggregation, copying, duplication, display or derivative use of the Website, IoTAS and/or any other Services, nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose. You are not allowed to use any software, scripts or automated agents and bots in a manner intended to mine data from the Website, IoTAS and/or any other Services and/or to generate multiple accounts.

You will not, and You will not allow any third party to: (i) copy, modify, adapt, translate or otherwise create derivative works of CENTRI’s technology, Website, IoTAS and any of the Services and/or the work products thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of CENTRI’s technology, Website and/or IoTAS and/or the work products of the Services; (iii) rent, lease, sell, assign or otherwise transfer rights in or to CENTRI’s technology, Website, IoTAS and/or any of the Services; (iv) remove any proprietary notices or labels on CENTRI’s technology Website, IoTAS and/or the work products thereof; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of CENTRI’s technology, Website, IoTAS and/or any of the Services; (vi) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is specifically provided to You by CENTRI in connection with the Services, unless You have been explicitly allowed to do so in the MASTER Agreement; or (v) engage in any activity that interferes with or disrupts any of the Services (or the servers and networks which are connected to the Services).

You may not access the Website, IoTAS and/or any other Services for the purpose of bringing an intellectual property infringement claim against CENTRI or for the purpose of creating a product or service which may be, directly or indirectly, competitive with the Website, IoTAS and/or any other Services.

You will comply with all applicable laws and regulations in Your use of and access to CENTRI’s Website, IoTAS and/or any other Services.

5.2. Restrictions on Offensive or Illegal Use

CENTRI strictly prohibits the use of the Services or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the Services to create, edit, post, upload, transmit or otherwise provide any content, information and/or data that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the privacy of others or any other illegal, offensive or inappropriate content. You agree to abide by all applicable local, state, national and international laws and regulations, including but not limited to, any laws regarding the export of data or software. You are and shall remain solely responsible for all acts or omissions that occur under Your account, including, without limitation, in connection with the content, information and/or data that you create, edit, post, upload, transmit or otherwise provide through the Services.

Without derogating from the above, in the course of Your use of the Services You are prohibited from performing any activity that CENTRI determines, in its sole discretion, to constitute network abuse.

CENTRI reserves the right to remove any content, information and/or data created, edited, posted, uploaded, transmitted or otherwise provided by You which deems to be in contrast with any of terms set forth herein, in CENTRI’s sole discretion, and/or to take action against User who uses the Website, IoTAS and/or any of the Services (or any of its functionalities) for offensive, illegal or harming purposes or otherwise not in full compliance with this Terms, including, but not limited to, suspending any or all use of the Services, in any way or manner, or terminating the User’s account.

6. Content

6.1. Source and Accuracy of Content

All data, information and/or content that You create, edit, post, upload, transmit or otherwise upload via or with the intervention of CENTRI Services, and any information and/or content to which You choose to access via or with the intervention of CENTRI Services (Collectively referred as “Content”), is at Your sole responsibility. CENTRI does not control, and is not responsible for the Content. CENTRI makes no representation or warranty as to the Content, including with respect to the accuracy, completeness or authenticity thereof. You acknowledge that CENTRI does not pre-screen, monitor, endorse or approve the Content. You must evaluate, and bear all risks associated with the use and/or distribution and/or the provision of such Content. Without derogating from the above, CENTRI may (but is not obligated to) review and remove and/or restrict any kind of use (including restriction from uploading and/or accessing) of any Content that, in its sole discretion, is illegal or inappropriate, or otherwise violates these Terms.

You agree and undertake that any and all Content shall be in full compliance with any applicable law or regulation and shall not violate any agreement or rights of third parties.

Under no circumstances will CENTRI be liable in any way for any Content or for any loss or damage of any kind incurred to You or to any third party, as a result of the use and/or distribution and/or the provision of the Content.

6.2. User’s Rights in the Content

You hereby declare towards CENTRI that You have legally acquired and/or owns all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, licenses and other intellectual property and proprietary rights in and to all copies of the Content and that You have the right to use such Content and any part thereof.

7. Disclaimer of Warranties; Limitation of Liability

7.1. General Disclaimer

YOU EXPRESSLY AGREE THAT ANY USE OF THE WEBSITE, IOTAS AND/OR ANY PART OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE, IOTAS AND ANY OF THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AS WELL AS ANY WARRANTIES REGARDING SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE WEBSITE, IOTAS AND THE SERVICES, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. CENTRI ALSO DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, CENTRI DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND/OR IN THE WEBSITE AND/OR IN ANY OTHER MEDIUM MADE AVAILABLE BY CENTRI, CENTRI MAKES NO WARRANTIES, REPRESENTATIONS OR OTHER AFFIRMATION REGARDING SUITABILITY OF THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES FOR USE WITH THIRD PARTY PRODUCTS, OR REGARDING THE PERFORMANCE THEREOF. IN ADDITION, CENTRI DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, AND (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

WITHOUT DEROGATING FROM THE FORGOING YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALTHOUGH THE SERVICES INTEND TO INCREASE THE LEVEL OF SECURITY AND PROTECTION OF YOUR CLOUD DEPLOYMENT PROCESS, AND TO PROTECT YOUR INFORMATION AND DATA FROM POSSIBLE SECURITY THREATS THAT MAY ARISE DURING SUCH DEPLOYMENT PROCESS, AND ALTHOUGH CENTRI USES ITS BEST PRACTICES AND MAKE ITS BEST EFFORTS TO SECURE AND PROTECT YOUR INFORMATION AND DATA IN SUCH DEPLOYMENT PROCESS, CENTRI CANNOT GUARANTEE AN ABSOLUTE PROTECTION FROM AND AGAINST ANY AND ALL POSSIBLE SECURITY THREATS THAT MAY ARISE DURING THE DEPLOYMENT PROCESS AND/OR YOUR USAGE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, FROM SUCH SECURITY THREATS THAT MAY ARISE AS A RESULT FROM HUMAN ERROR (SUCH AS MISUSE OR MISCONFIGURATION OF THE SERVICES) AND/OR FROM ANY OTHER SECURITY THREAT, CAUSED BY ASPECTS THAT ARE NOT PROTECTED BY THE SERVICES. IN ACCORDANCE WITH THE AFORESAID, CENTRI DOES NOT WARRANT THAT THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE.

7.2. Disclaimer regarding Information Accuracy

CENTRI DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY OR OPERABILITY OF INFORMATION, DATA OR CONTENT CREATED, EDITED, POSTED, UPLOADED, TRANSMITTED OR OTHERWISE PROVIDED BY YOU IN THE COURSE OF YOUR USE OF THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES (AND/OR PORTION OF IT). CENTRI DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO TRANSFER, STORE, CREATING BACK-UPS, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR CONTENT OR MATERIAL. CENTRI DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR CONTENT OR MATERIAL THROUGH THE SERVICES.

7.3. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL CENTRI BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS), RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISE FROM USE OR MISUSE OR RELIANCE OR INABILITY TO USE THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES OR ARISE OF ANY ERROR OR BUG THEREIN, AND/OR DAMAGES ARISE FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES – WITH RESPECT TO ALL – WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, TORT OR OTHERWISE, AND WHETHER CENTRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF RELIANCE ON OR USE OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE, IOTAS AND/OR ANY OF THE SERVICES OR ANY LINKS ON THE WEBSITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

IN ADDITION, CENTRI SHALL NOT BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET FAILURE, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURE, OTHER EQUIPMENT FAILURE, ELECTRICAL POWER FAILURES, HOSTING SERVICES FAILURE, OTHER THIRD PARTIES’ PRODUCTS OR SERVICES FAILURE, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT OR AIR CONDITIONING.

7.4. Disclaimer of Advertisement or Sponsored Content

The Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted on the Services is accurate and complies with applicable laws. CENTRI IS NOT RESPONSIBLE FOR THE ILLEGALITY OR ANY ERROR, INACCURACY OR PROBLEM IN THE ADVERTISER’S OR SPONSOR’S MATERIALS. CENTRI DOES NOT ENDORSE OR PROMOTE OR REPRESENT ANY OF THE PRODUCTS OR SERVICES OFFERED AND WILL NOT BE LIABLE FOR THESE PRODUCTS OR SERVICES. THE PLACEMENT OF THE ADVERTISEMENT OR SPONSORED CONTENT, THE SELECTION OF THE ADVERTISEMENT OR SPONSORED CONTENT AND THE TAGGING OF SUCH ADVERTISEMENT OR SPONSORED CONTENT, MAY BE DONE IN AN AUTOMATED MANNER AND IN NO CASE CENTRI WILL BE RESPONSIBLE OR LIABLE FOR THE SELECTION, PLACEMENT OR TAGGING OF AN ADVERTISEMENT OR SPONSORED CONTENT.

7.5. Disclaimer of Third Parties Services and Resources

CENTRI uses third party services in order to provide portions of the Services. Without derogating from any of the aforesaid, You acknowledge and agree that CENTRI is not and shall not be responsible for the availability of any such external third party services or resources, and shall not be liable for any loss or damage which may be incurred by You as a result of the lack of availability of those external third party services or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any products available from such third party services or resources.

7.6. Indemnification

You agree to indemnify and hold harmless CENTRI and its subsidiaries, its affiliates, officers, directors and employees, from and against any and all liability, losses, claims, damages and expenses, including but not limited to reasonable attorney’s fees and costs of litigation, related to Your breach of these Terms, or to any Content You use create, edit, post, upload, transmit or otherwise provide to CENTRI through the Website, and any of the Services, or to Your use of the Website, and/or any of the Services not in accordance with these Terms, the Privacy Policy and/or any applicable law or to Your violation of any rights of a third party.

8. Privacy

You acknowledge that CENTRI collects aggregated usage information with respect to the Users of the Services. You hereby consent to CENTRI’s collection and use of such information, and agree that such collection and use of this information will be governed by CENTRI’s privacy policy, as posted on the Website and as revised from time to time (the “Privacy Policy”) which terms are incorporated into, and considered part of, these Terms and must be accepted by You prior to Your use of the Services.

9. Termination

These Terms are and shall remain in full force and effect as long as You make any usage of the Services. You may stop using the Services at any time and in Your sole discretion, with no need for justification and with no extra-charge, by contacting CENTRI and requesting to disable/delete Your account.

CENTRI reserves the right to terminate, without prior notice, any User account or to suspend any or all of the Services, with or without the User’s consent, for violating these Terms. If Your account is terminated, Your rights to use the Services will cease immediately. Termination is without prejudice to all other remedies available to CENTRI by law or under these Terms.

10. Miscellaneous

10.1 Feedback

CENTRI may, from time to time, ask You to provide information regarding Your experience while using the Services, for the purpose of measuring and improving the quality of the services and the experience of its users. These feedbacks are very important to CENTRI, and CENTRI will appreciate any such feedback. Any and all information that you voluntarily choose to provide CENTRI as feedback shall be used solely for the purpose of reviewing the feedback and improving CENTRI’s services.

All ideas, inventions and/or improvements (whether patentable or not) conceived or derived or result, directly or indirectly, from any feedback (written or oral) that you provide to CENTRI, shall be owned exclusively by CENTRI, and You shall not have any right in connection therewith. You hereby irrevocably assign to CENTRI any rights that you may have or acquire in such ideas, inventions and/or improvements and You irrevocably waives any right You have or may have in the future to receive any payment, royalty or other consideration (of any kind) with respect to such ideas, inventions and/or improvements, including according to any relevant provision of federal or state law governing intellectual property if applicable.

10.2. Use of User’s Trademarks

You agree that CENTRI, in its sole discretion, may use Your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to Your website) for promotional and publicity purposes, subject to your prior approval.

10.3. Governing Law and Binding Arbitration

Other than explicitly provided herein, this agreement shall be treated as though it was executed and performed in the State of Washington and shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of law principles, which shall not apply.  You agree to submit any dispute arising under or in any way related to this Agreement solely and exclusively to binding arbitration to be submitted to and conducted by the American Arbitration Association (“AAA”) in accordance with the rules of the AAA in force at the time of the arbitration.  You agree that the binding arbitration shall be held at a venue in Seattle, Washington chosen by the AAA, to the exclusion of any other available venue.  You hereby knowingly and irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such arbitration, and any claim that any such arbitration brought in the chosen venue has been brought in an inconvenient forum.  You hereby knowingly waives your right to trial by jury with regard to any such dispute. There shall be no right or authority for any claim to be arbitrated on a class action basis, and You hereby expressly and knowingly waive any right to join Your claim with any claim by any other entity in arbitration.  The arbitration proceeding shall be conducted by one (1) arbitrator, appointed by the AAA, who shall be a licensed attorney with at least ten years’ experience in handling complex commercial disputes and a substantive knowledge of Washington law, and who shall have sat as an arbitrator in at least two prior commercial arbitration proceedings conducted under the rules of the AAA.  The appointed arbitrator shall have the power to issue emergency and injunctive relief, and to employ other equitable, provisional and interim measures once appointed.  The appointed arbitrator shall have the sole and exclusive authority to rule upon the arbitrability of the proceeding, and to fully and finally resolve all challenges as to the forum or power of the arbitrator to proceed.  Any arbitral award shall be enforceable in accordance with the rules of the New York convention of 1958 on the recognition and enforcement of foreign arbitral awards.  Judgment on the award rendered by the arbitrator shall be final and shall not be subject to appeal of any nature, and may be entered in and enforced by any court having jurisdiction thereof.  The arbitrator shall award the prevailing party all costs and fees associated with the arbitration, including but not limited to all arbitration fees and costs, court reporter’s fees, attorneys’ fees and expert fees.

10.4. Entire Agreement

These Terms, the Privacy Policy and, if applicable, the Master Agreement, constitute the entire legal agreement between You and CENTRI and govern Your use of the Services and replace any prior agreement of understanding between You and CENTRI in relation to the Services. Any waiver of any provision of the Terms will be effective only if in writing and signed by the waiving party.

10.5. Assignment

You may not assign any of Your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of CENTRI (that shall not be unreasonably withheld). CENTRI may assign, at its sole discretion, these Terms or any of its rights and/or obligations under these Terms, to any third party, without giving prior notice and without Your consent. In any event of assignment as aforesaid, all the provisions of These Terms shall apply to the assigned party.