Terms of Service
Effective Date: July 1, 2018
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE YOU USE THE SERVICES. BY USING THE SERVICES, YOU AFFIRM THAT:
- ✓ YOU HAVE READ AND UNDERSTAND THESE TERMS;
- ✓ YOU WILL COMPLY WITH THESE TERMS; AND
- ✓ YOU ARE LEGALLY COMPETENT TO ENTER INTO A LEGAL AGREEMENT.
1. Will these Terms ever change?
The Effective Date of these Terms is set forth at the beginning. We are constantly trying to improve the Services. As we add new features, we may revise or supplement these Terms. We will provide you with at least 10 days’ advance notice of any revision to these Terms that we believe is material by posting a notice in the Services, sending you an email or by some other means. We will not make revisions that have a retroactive legal effect unless we are legally required to do so or to protect other users of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of these Terms, as amended. As of the Effective Date, the amended Terms supersede all previous versions of or agreements, notices or statements about these Terms.
2. What about my privacy?
3. What are the basics of using the Services?
You must provide your email address and password (“Log-in Credentials”).
Centro grants you a limited, non-exclusive, and nontransferable license to download, install and use the Services and the Content (see Section 4) for your personal, non-commercial use on your personal mobile device or tablet. You may not use the Services on behalf of or for the benefit of any third party (other than as expressly authorized by Centro).
You must use the Services in compliance with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You represent, warrant and agree that you will not use the Services to do any of the following:
- (a) Infringe or violate the intellectual property or other rights of any person or entity (including Centro);
- (b) Violate any law;
- (c) Do any act that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene or otherwise objectionable;
- (d) Jeopardize the security of your or anyone else’s Log-in Credentials (such as allowing someone else to log in to the Services as you);
- (e) Attempt in any manner to obtain the Log-in Credentials or other security information from any other user;
- (f) Breach, test, circumvent (or attempt to breach, test or circumvent) any security protection or access management feature in the Services or otherwise attempt to gain unauthorized access to the Services or Centro’s computer systems or networks;
- (g) Run any bot or process that runs or is activated while you are not logged into the Services or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- (h) Crawl, scrape, index or extract web data from any part of the Services or one of Centro’s other digital properties;
- (i) Use the Services to send unsolicited messages or advertisements;
- (k) Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any feature or functionality of the Services (including through time-sharing, use of service bureau or by otherwise making the Services available on a network on which it is accessible by more than one device at any time);
- (l) Use the Services to transmit or upload any material that contains viruses, time bombs, trojan horses, worms, malware, spyware or any other program that may be harmful or dangerous, whether accidentally or intentionally;
- (m) Reformat or frame any portion of the Services without Centro’s written consent;
- (n) Collect or store personal information about of any other user without his or her express prior written consent or otherwise invade his or her privacy; and
- (o) Decompile, reverse engineer, decode or otherwise attempt to derive or obtain the source code or underlying ideas or information of or relating to the Services (unless applicable laws specifically prohibits this restriction).
We can terminate your right to use the Services if you violate any of the above rules.
You are responsible for the mobile device and service that you need to access and use the Services. You are responsible for any and all message, data and other fees related to use of the Services through your mobile device.
Based on your device settings, when your device is connected to the internet either Services will automatically download and install all available updates or you may receive notice of or be prompted to download and install available updates. Please promptly download and install all updates to ensure that the Services operate properly.
4. What are my rights in the Services?
The materials displayed or performed or available on or through the Services, including information, text, graphics, data, photos, images, illustrations, User Information (defined in Section 5) and Linked Content (defined in Section 7)(collectively, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services and not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content or (ii) in a way that violates the rights of another person or entity (including Centro). You agree not to remove, alter or obscure any copyright, trademark or other intellectual property or proprietary notice contained in the Services.
You won’t copy, modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 4), create derivative works based on or otherwise exploit any of the Content or Services.
You understand that Centro owns the Services. We license (but do not sell) the Services to you.
5. Do I have to grant any licenses to Centro or to other users?
Anything you send, upload, share, store or otherwise provide through the Services is your “User Information.” Some User Information may be viewable by one or more third parties, such as Advising and Lending organizations that are partners of Centro. In order to display your User Information on the Services, and to allow other users to view it (where applicable), you grant us certain rights in your User Information.
You may be able to share User Information so that more than just you or certain specified users can view it on or otherwise through the Services. If you share User Information in this manner or if you provide us (in a direct email or otherwise) with any feedback, suggestion, improvement, enhancement and/or features relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Centro the license above, as well as a license to display, perform and distribute your Public User Submission for the purpose of making your Public User Submission accessible to all users and all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Centro’s business. Also, you grant all other users of the Services a license to access that Public User Submission and to use and exercise all rights in it, as permitted by the functionality of the Services.
Centro encourages you to use caution when you disclose any personal information in a Public User Submission because other people may see and use your personal information in unforeseen ways.
You agree that the licenses you grant are royalty-free, perpetual, sub-licenseable, irrevocable and worldwide. When you delete the Services, we may continue to use data derived from your User Information for the purpose of creating, improving or developing the Services.
Finally, you understand and agree that Centro, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Information to conform and adapt the User Information to the technical requirements of connection networks, devices, services or media and the foregoing licenses include the rights to do so.
6. Who is responsible for what I see through the Services?
Any information or content that you receive through the Services is provided “AS IS.” We aren’t liable for errors or omissions in Content or for any damage or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for Content.
You are responsible for all User Information you provide to Centro and you represent and warrant you have all rights necessary to grant us the rights that you grant us by these Terms.
You will keep all your profile information accurate and current. You are responsible for all your activity in connection with the Services.
7. Linked Services
8. Will Centro ever change the Services?
We’re always trying to improve the Services so it may change over time. We may suspend or discontinue any part of the Services or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content or User Information from the Services in our sole discretion and without notice.
9. Do the Services cost anything?
The Services currently are provided to you at no cost. If a fee to use the Services applies to you in the future, we will notify you at least 10 days in advance.
10. What if I want to stop using the Services?
You may stop using the Services at any time for any reason by removing it from your mobile device.
Centro reserves the right immediately to suspend or terminate your access to the Services without notice if Centro believes you violated these Terms. Centro reserves the right to notify other users about the termination of your access to the Services. Centro has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
We will try to provide advance notice to you prior to our terminating your access to the Services so that you are able to retrieve any important User Information (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security or otherwise harmful to the rights or property of Centro.
Any provision of these Terms that, by its nature, should survive termination of these Terms shall survive termination. By way of example, all of the following provisions will survive termination: any obligation you have to pay us, any limitation on our liability, terms regarding ownership or intellectual property rights and terms regarding disputes between us.
11. What else do I need to know?
Warranty Disclaimer. Neither Centro nor its licensors or suppliers make any representations or warranties concerning any content of or accessed through the Services. We are not responsible or liable for the accuracy, copyright compliance or decency of Content contained in or accessed through the Services. THE SERVICES AND CONTENT ARE PROVIDED BY CENTRO (AND ITS LICENSORS AND SUPPLIERS) “AS IS,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CENTRO AND ITS REPRESENTATIVES, AGENTS AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES, PARENT ENTITIES, SUBSIDIARIES, AFFILIATED ENTITIES, REPRESENTATIVES, AGENTS AND LICENSORS (“CENTRO PARTIES”) ARE AND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR CONTENT.
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL CENTRO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, THE SERVICES OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED IN THE AGGREGATE ONE HUNDRED UNITED STATES DOLLARS ($100.00).
IF ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE INVALID, CENTRO PARTIES’ TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that Centro would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Centro’s prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent.
App Platform Terms. When you download the Services from a third-party app store (the “App Platform”), you acknowledge and agree that:
- These Terms are an agreement between us and not with the App Platform. As between Centro and the App Platform, Centro is solely responsible for the applications.
- The App Platform has no obligation to provide any maintenance and support services with respect to the applications.
- In the event of any failure of the applications to conform to any applicable warranty, (i) you may notify the App Platform and the App Platform may refund the purchase price for the applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Platform will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is, as between Centro and the App Platform, Centro’s responsibility.
- The App Platform is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications.
- If a third party claims that an application infringes another party’s intellectual property rights, as between the App Platform and Centro, Centro is responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- The App Platform and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the applications. Upon your acceptance of the terms and conditions of these Terms, the App Platform will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the applications against you as a third-party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the applications.
Governing Law; Dispute Resolution. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in San Francisco, California in all disputes (a) arising out of, relating to, or concerning the Services and/or these Terms, (b) in which the Services and/or Terms is or are at issue or a material fact, or (c) in which the Services and/or Terms is or are referenced in a filing with a court, tribunal, agency or other dispute resolution organization.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THE CAUSE OF ACTION IS PERMANENTLY BARRED.
Miscellaneous Legal Terms. You are responsible for paying, withholding, filing and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services (if any). The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further right hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Centro agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Centro and that these Terms supersede all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Centro, and you do not have any authority of any kind to bind Centro in any respect whatsoever. If Centro is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein are for convenience only. These Terms and all related documentation are drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls. Except as expressly set forth in the App Platform Terms subsection, you and Centro agree that there are no third party beneficiaries intended under these Terms.
NOTICE TO CALIFORNIA RESIDENTS
BY USING THE CENTRO APP, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:
The provider of the Services is Centro Community Partners.
If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending an email to firstname.lastname@example.org.
If you are a copyright owner and you believe your work has been copied and used improperly on the Services, please contact our copyright agent using the contact information below. Pursuant to 17 U.S.C. § 512(c), to be effective, the notification to us must include the following information: (1) physical or electronic signature of a person authorized to act on behalf of the copyright owner; (2) description of the work you claim has been infringed and the description and location of the alleged infringement in the Services; (3) your contact information including address, telephone number and e-mail address; (4) a written statement that you have a good faith belief the accused usage is infringing; and (5) a statement by you under penalty of perjury that the information in the notice is accurate and that you are duly authorized to act on behalf of the copyright owner.
Please contact us at: email@example.com
Please note that under Section 512(f) of the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material on the Services is infringing, we suggest that you contact an attorney prior to sending notice.
Questions about these Terms?
If you have any questions, comments or concerns regarding these Terms or the Services, please contact us at firstname.lastname@example.org.