Centril Terms of Service Agreement

Last Modified: 06/04/2015

Centril.co (the “Website”, or “Site”) is owned and operated by Centril Software LLC, a Utah limited liability company doing business as Centril. This is an agreement between you and Centril governing your use of its websites, software, applications, content, products and services (collectively, the “Service” or “Services”), which may be branded GetMe, HaveIt, AskIt (each a “Centril Application”) or another brand owned or licensed by Centril. Throughout the Site, the terms “we”, “us”, “our”, and “Company” refer to Centril. “You” and “your” means an adult user of the Site acting independently or as parent or guardian for any minor whom you allow to access the Services, and for whom you will be held strictly responsible. Your use of the Services and this Site is conditioned upon your compliance and acceptance of these terms and conditions along with all notices, policies and guidelines located throughout the Site (collectively, the “Agreement”).

By accessing or using any part of the Site or the Services, you agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including our Privacy Policy located at http://centril.co/privacy, which is hereby incorporated by reference in its entirety. As you review the policy, keep in mind that it applies to all Centril brands, products and services that do not have a separate terms policy or that link to this policy. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.

If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.

  1. Contract between You and Us

This is a contract between you and Centril Software, a Utah limited liability company located at 1960 Sidewinder Drive, Suite 212, Park City, Utah 84060 doing business as Centril. You must read and agree to these terms, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 22, before using the Services. If you do not agree, you may not use the Services. These terms describe the limited basis on which the Services are available and supersede prior agreements or arrangements.

Our Services are very diverse, so sometimes additional terms or product requirements may apply (“Supplemental Terms”). Supplemental Terms may apply to some Services, such as rules for a particular offer, award, service or other activity, or terms that may accompany certain content or software accessible through the Services. Supplemental Terms will be disclosed to you in connection with such offer, award, activity, service, or software and become part of your agreement with us if you use those Services. Any Supplemental Terms are in addition to these Terms and, in the event of a conflict, prevail over these Terms.

Any new features, tools, or applications that are added to the Site shall also be subject to the Terms of Service. We reserve the right to update, change or replace any part of these Terms of Service in our sole discretion at any time by posting updates and/or changes to our Site. Except as stated elsewhere or as required by law, court order, or otherwise (in which case, all amended terms shall be effective immediately and your continued use of the Service signifies and will be deemed your assent to and acceptance of the revised Agreement), all amended terms shall automatically be effective thirty (30) days after they are initially posted on the Site. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately.

You can review the most current version of the Terms of Service at any time on this page. It is your responsibility to check this page periodically for changes. By continuing to use the Service, you are confirming your consent and agreement to be bound by the most recent Terms of Service (including the Privacy Policy, located at http://centril.co/privacy). If you do not agree to any change to these Terms, you must discontinue using the Services. No modifications of the terms of this Agreement shall be valid unless made in printed writing, and manually signed by you and Centril’s CEO, President, or CFO. For purposes of this provision, a “writing” does not include an email message and a signature does not include an electronic signature.

We may immediately terminate this contract with respect to you (including your access to the Services) if you fail to comply with any provision of these Terms.

  1. General Conditions

By accessing or using the Service, you affirm that you are at least 18 years of age. You represent that you are fully able and competent to enter into and comply with the terms and conditions in this Terms of Service agreement. Centril does not intend the Service to be used by any individual under the age of 18 (a “Minor”) without the supervision of a parent or guardian 18 years of age or older (a “Guardian”). If you are a Minor, you may use the Site only under the permission and supervision of a Guardian.

In accordance with the Federal Children’s Online Privacy Protection Act of 1998 (COPPA), Centril is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Service. If we become aware that you are using the Service even though you are under 13, we will deactivate any account you may have established with us and delete any information you may have provided to us.

You also understand and agree that the Services may include advertisements and that these advertisements are necessary for Centril to provide the Services. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Centril shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.

You also understand and agree that the Services may include certain communications from Centril, such as service announcements, administrative messages, and other communications that are part of the Service and that you may not be able to opt out of receiving these messages.

You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider charges). Some of our Services are available on mobile devices. When you access the Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. You are responsible for those fees. Downloading, installing or using certain Services may be prohibited or restricted by your network provider and not all Services may work with your network provider or device. In addition, you must provide and are responsible for all equipment necessary to access the Services.

  1. License

The Site, any content on the Site and the infrastructure used to provide the Site are proprietary to us, our affiliates and licensors. By using the Site and accepting these Terms of Service, we grant you a limited, personal, non-exclusive, non-sublicensable, revocable and non-transferable license to access and use the Site and such content pursuant to these Terms of Service and to any additional terms and policies set forth by Centril for your personal, noncommercial use only.

You may not circumvent or disable any content protection system or digital rights management technology used with any Service; decompile, reverse engineer, disassemble or otherwise reduce any Service to a human-readable form; remove identification, copyright or other proprietary notices; or access or use any Service in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands. You shall not modify or prepare any derivative works based on the Services or any part thereof, nor permit any third party to do so. You may not access or use any Service in violation of United States export control and economic sanctions requirements. By acquiring services, content or software through the Services, you represent and warrant that your access to and use of the services, content or software will comply with those requirements.

  1. Copyright / Intellectual Property

4(a).Services

You acknowledge and agree that the Services (including without limitation all applications, software, content, and services) and all intellectual property rights associated therewith are, and shall remain, the property of Centril and its affiliates, licensors and suppliers. Furthermore, you acknowledge and agree that the source and object code of the Services and the format, directories, queries, algorithms, structure and organization of the Services are the intellectual property and proprietary and confidential information of Centril and its affiliates, licensors and suppliers (collectively, “Intellectual Property”). Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to the Services by implication, estoppel or other legal theory, and all rights in and to the Services not expressly granted in this Agreement are hereby reserved and retained by Centril.

The Services may utilize or include third-party software that is subject to third-party license terms (“Third-Party Software”). You acknowledge and agree that your right to use such Third-Party Software as part of the Services is subject to and governed by the terms and conditions of the third-party license applicable to such Third-Party Software. In the event of a conflict between the terms of this Agreement and the terms of such third-party licenses, the terms of the third-party licenses shall control with regard to your use of the relevant Third-Party Software.

4(b).Trademarks

Centril, GetMe, HaveIt, AskIt and the Centril logo (collectively, the “Centril Marks”) are trademarks or registered trademarks of Centril. Other trademarks, service marks, graphics, logos and domain names appearing on the Site or in conjunction with your use of the Services may be the trademarks of third-parties. Neither your use of the Services, nor this Agreement, grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Centril Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the Centril Marks generated as a result of your use of the Services will inure to the benefit of Centril, and you agree to assign, and hereby do assign, all such goodwill to Centril. You shall not at any time, nor shall you assist others to, challenge Centril’s right, title, or interest in or to, or the validity of, the Centril Marks.

4(c).Copyrighted Materials; Copyright Notice

All content and other materials available through the Website and Services, including without limitation the Centril logo, design, text, photos, video, graphics, music and sound, and other files, and the selection, arrangement and organization thereof, are either owned by Centril or are the property of Centril’s affiliates, licensors and suppliers, and are copyrighted under the United States copyright laws and the copyright laws of other countries. Except as explicitly provided, neither your use of the Services nor this Agreement grant you any right, title or interest in or to any such materials. All rights are reserved.

4(d).DMCA Policy

If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Centril to delete, edit, or disable the material in question in accordance with the U.S. Digital Millennium Copyright Act of 1998 (“DCMA”), then you must provide Centril with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Centril to locate the material; (d) information reasonably sufficient to permit Centril to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Centril designated agent at:

Attn: Copyright Agent

Centril Software LLC

1960 Sidewinder Drive, Suite #212

Park City, UT 84060

copyrightagent@centril.co

  1. Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site or in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order or responded to an offer).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

  1. Your Account and Consent to Use of Data

Some Services permit or require you to create an account to participate or to obtain additional benefits. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information (if applicable). You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or Guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or Guardian.

If you create an account, you are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Services.

You understand that through your use of the Services you consent to the collection and use (as set forth in the applicable privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Centril and its affiliates. This permission includes allowing us to use third-party service providers (such as cloud service providers) in the operation and administration of the Services.

Some Services may allow you to communicate, submit, upload or otherwise make available text, images, audio, video, or other content (“User Content”), which may be accessible and viewable by the public. We do not own User Content you submit or make available through the Services. However, with respect to the User Content that you submit, you grant Centril a non-exclusive, worldwide, sublicensable, irrevocable, transferrable, fully paid-up and royalty-free license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, modify, adapt, create derivative works based upon, publicly perform, publicly display and otherwise exploit such User Content for the purposes of providing and promoting the Services, and without further notice to you and without the requirement of permission from or payment to you or any other person or entity.

You represent and warrant that the User Content submitted by you conforms to these terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Content in all manners contemplated by these Terms. You agree to indemnify and hold us and affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party arising out of the in connection with our use and exploitation of your User Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Content against us or our licensees, distributors, agents, representative and other authorized users.

We have the right but not the obligation to monitor, modify, or remove User Content sent through the Services at any time and for any reason, without prior notice to you. We are not responsible for, and do not endorse or guarantee, any User Content.

  1. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent (or to attempt to interfere with or circumvent) the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website if, at our discretion, you violate any of the prohibited uses.

  1. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS. CENTRIL, ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, INTERNS, REPRESENTATIVES, AGENTS, CONTRACTORS, SUBCONTRACTORS, SUPPLIERS, HEIRS, THIRD-PARTY CONTENT PROVIDERS, PARTNERS, LICENSORS, SUCCESSORS AND ASSIGNEES (EACH, A “CENTRIL PARTY” AND COLLECTIVELY, THE “CENTRIL PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY COMPLETENESS AND NON-INFRINGEMENT.

THE CENTRIL PARTIES MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CENTRIL OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

  1. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CENTRIL SOFTWARE OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES OR THE SITE OR THE CONTENT INCLUDED THEREIN, BE LIABLE TO YOU IN CONTRACT, IN TORT (INCLUDING FOR ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, SPECIAL PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, PROPERTY DAMAGE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

YOU SPECIFICALLY ACKNOWLEDGE THAT THE CENTRIL PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT ONE HUNDRED U.S. DOLLARS (US $100).

THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW IN YOUR USUAL PLACE OF RESIDENCE.

  1. Indemnification

10(a).Personal Use

You agree to indemnify, defend and hold harmless the Centril Parties from and against all claims, demands and expenses, including litigation costs and reasonable attorneys’ fees, from any claim, suit or action arising from or related to: (a) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (b) your access to or use of the Site, Applications or Services; (c) any offers, products, or services purchased by you through your use of the Services; (d) any User Content submitted or posted by you in connection with the Services; (e) fraud you commit or your intentional misconduct or gross negligence; or (f) your violation of any applicable U. S. or foreign law or rights of another, including without limitation your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property, privacy, or proprietary rights.

10(b).Business Use

If you are using our Services on behalf of a business, that business accepts these Terms. It will hold harmless and indemnify the Centril Parties from any claim, suit or action arising from or related to the use of the Services or violation of these Terms, or any law, or the rights of another, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

  1. Linking to this Website

You may only link to this Website by linking to Centril’s homepage, centril.co. Linking to any other web page or content within this Site is prohibited without the prior written permission of Centril. In addition, a website that links to this site: (a) may link to, but not duplicate the content of this site; (b) may not create a frame or other border around the Site content; (d) may not misrepresent its relationship with or otherwise create a false affiliation, connection or association with us.

  1. User Comments, Feedback and Other Submissions

If, at our request or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively “Comments”) you agree that the Comments you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. You agree that any Comments automatically become the property of Centril without any obligation of Centril to you, and that Centril shall be entitled to use or disclose (or choose not to use or disclose) such Comments for any purpose, in any way, in any media worldwide, and that you are not entitled to and have no expectation of review, compensation or consideration of any type under any circumstance.

  1. Third-Party Materials; Third-Party Links; Release

The Service may integrate, be integrated into, or be provided in connection with third-party services and content. Third-party links on our Site may direct you to third-party Internet websites that are not affiliated with us. Such links are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with us or with the products and services of Centril. We are not responsible for examining or evaluating the content or accuracy and we do not warrant any third-party materials or websites, or any other materials, products, or services of third parties.

We reserve the right to terminate any link or linking program at any time, and you acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on, any information, goods or services available on or through any such site. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. If you decide to access any of the third-party sites linked to this Site, you do this entirely at your own risk. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

To the extent permitted under applicable laws, you hereby release the Centril Parties from any and all claims or liability related to any product or service of a third-party, any action or inaction by a third-party, including but not limited to any harm caused to you by action or inaction of a third-party, a third-party’s failure to comply with applicable law and/or failure to abide by the terms of any offer made by a third-party, and any conduct, speech or User Content, whether online or offline, of any other third-party.

If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to 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.”

  1. Term; Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this Agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

  1. Modifications to the Services

Centril reserves the right to change, modify or discontinue any of its Services, temporarily or permanently, with or without notice. Such changes, modification, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, without limitation, posting on the Site, or by electronic or conventional mail, or by any other means. You should periodically visit this page to review the current terms and conditions. Your continued use of the Site or the Services is your acknowledgement that you agree to the current Agreement. If you do not agree, then you must discontinue your use of the Services. You agree that Centril shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

  1. No Right of Survivorship and Non-Transferability

You agree that any account you establish with us is non-transferable and any right to your account terminates upon your death.

  1. Assignment

Centril may assign or transfer this Agreement to any person or entity that acquires substantially all of the business assets of the Company relating to the products or services described herein without prior notice to you. You agree not to assign or transfer this Agreement or any rights granted hereunder in any manner. You also agree not to sublicense, rent, lease, sell, distribute or otherwise transfer or make available the Services or any part thereof in any manner to any other person or entity.

  1. Survivability

The provisions of these Terms which by their nature should survive the termination of these Terms shall survive such termination.

  1. Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

  1. Waiver

No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

  1. Entire Agreement

These Terms of Service constitutes the entire agreement between you and Centril and governs your use of the Services, superseding any prior version of these Terms between you and Centril with respect to the Services. You may also be subject to supplemental terms and conditions that may apply when you use or purchase certain other Centril services, affiliate services, or third-party software.

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

22. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

If a dispute arises between you and Centril, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. “Dispute” includes any dispute, action or other controversy between you and us concerning the Services or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. All Disputes are subject to this Dispute Resolution section, except for Disputes involving the Intellectual Property Rights of Centril or its affiliates, and except for Disputes defined in Section 22(c) hereof.

You must send written notice of any Dispute to us by regular mail to the following address: Centril, 1960 Sidewinder Drive, Suite #212, Park City, Utah 84060, USA, Attention: Legal / Arbitration Notice, AND by email to legal@centril.co. You and Centril will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. You may also litigate a qualifying dispute in small claims court in Salt Lake County, Utah whether or not you negotiated informally first. In the event that informal negotiations do not resolve the Dispute within the specified amount of time, then you and Centril agree that the Dispute shall be resolved exclusively by individual, binding arbitration.

22(a).Binding Arbitration

These provisions shall constitute your and Centril’s written agreement to arbitrate Disputes under the American Arbitration Association (“AAA”) and to conduct the proceedings in the English language before a single arbitrator pursuant to its Commercial Arbitration Rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award. The award and findings of the arbitrator shall be conclusive (except for a limited right of appeal under the US Federal Arbitration Act or as otherwise set forth in this Section 22) and binding upon you and Centril and the judgment upon the award may be entered in any Court of competent jurisdiction. All arbitration hearings shall be conducted in Salt Lake City, Utah, USA and the laws of the State of Utah, USA shall govern. The arbitrator will have the power and jurisdiction to decide such controversy or dispute solely in accordance with the express provisions of this Agreement.

To begin an arbitration proceeding, you must comply with the limitations provision set forth in this Section 22(d) of the Terms and submit the Dispute by utilizing the forms available at http://www.adr.org, paying any applicable fees to the AAA, and simultaneously sending a copy of the completed form to the following address: Centril, 1960 Sidewinder Drive, Suite 212, Park City, Utah 84098, USA, Attention: Legal/Arbitration Notice. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If the arbitrator determines the Dispute is frivolous, the prevailing party shall be entitled to recover its attorneys’ fees and the administrative costs (including the fee for the arbitrator) of the arbitration proceeding. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing shall proceed in Salt Lake City, Utah.

All claims you bring against Centril must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to the Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Centril may recover attorney’s fees and costs up to $2,500, provided that Centril has notified you in writing of the improperly filed claim, and you have failed to withdraw the claim within thirty (30) days of receipt of notice that the claim was improperly filed.

22(b). Class Action Waiver

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Centril will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity or as an association. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. The arbitrator does not have the power to vary these provisions. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of the law in a forum conforming with Section 23 of these Terms, with the remaining parts proceeding in arbitration.

22(c). Injunctive Relief

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s Intellectual Property or any conduct that violates Section 3 (“License”) or Section 7 (“Prohibited Uses”) of these Terms of Service.

22(d). Time Limitations

You agree that regardless of any statue or law to the contrary or the applicable dispute resolution process, any Dispute arising out of or related to use of the Services or these Terms must be properly filed with the AAA within one (1) year after such claim or cause of action arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.

22(e). Severability

With the exception of Section 22(b) above, if any part of this Section 22 is ruled to be unenforceable, then the balance of this Section 22 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

  1. Governing Law/Forum

This Agreement shall be governed by the laws of the State of Utah, USA, without regard to its conflicts of law provisions. The state courts of Salt Lake County, Utah shall have exclusive jurisdiction and venue over any dispute arising out of these Terms of Service, and each party hereby consents to the jurisdiction and venue of such courts. You hereby consent to the personal jurisdiction of the State of Utah, USA, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

The section titles in the Terms are for convenience only and have no legal or contractual effect.