CentsApp
Terms of Service
OVERVIEW
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This website is operated by CentsApp (“CentsApp”). Throughout the website (the “Site”, www.centsapp.com), the terms “we”, “us” and “our” refer to CentsApp. "User," "you" and "your" refers to you, the client, member or site visitor. CentsApp offers this website, including all information, tools and services available from this site to you, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site, accessing, browsing, registering as a member on the Site ("Member"), and/ or purchasing something from us, you engage in any of our “Services” and agree to be bound by the following terms and conditions (“Terms of Use”, “Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. 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. When we use the phrase “Site” in these Terms, we mean our website and any Services that we enable or provide through the Site as well as any information or content contained therein.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the Site, you agree to be bound by the following Terms and agree to comply with and be bound by all applicable laws and regulations, including United States export and re-export control laws and regulations.
Any new features or tools which are added to the current site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
CentsApp knows that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personal information. However, you understand and agree that such steps do not guarantee that the Site is invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your personal information.
Please also refer to our Shipping, Return and Exchange Policies, which are incorporated by reference into this Agreement and which may also be revised at any time without notice to you.
THE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
USE OF THE SITE
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We grant you a personal, limited, non-transferable non-exclusive, license to access and use the Site. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Site and to change, suspend or discontinue any aspect of the Site and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. Your continued use of the Site will constitute your acceptance of any such changes. You are encouraged to review these Terms each time you use the Site because your use of the Site after the posting of changes will constitute your acceptance of the changes.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service or Site, use of the Service or Site, or access to the Service, Site or any contact on the website through which the service is provided, without express written permission by us.
CentsApp may assign you a password and account identification number to enable you to access and use certain portions of this Site. Each time you use a password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with the Terms, and CentsApp has no obligation to investigate the authorization or source of any such access or use of the Site.
YOU ARE SOLELY RESPONSIBLE FOR ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND IDENTIFICATION ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify CentsApp of any unauthorized use of your password or identification or any other breach or threatened breach of this Site's security.
CentsApp reserves the right to refuse service to anyone for any reason at any time, and to revise these Terms at any time by updating this posting. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You may use the Site only for your own noncommercial personal use and in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading or posting of information and are responsible for the consequences of such communications to the Site.
WEBSITE USER SUBMISSIONS
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CentsApp does not claim ownership of any materials you make available through the Site. With respect to any materials you submit or make available for inclusion on the Site, you grant CentsApp a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, publicly perform, create derivative works, and sublicense such materials or any part of such materials and/or to incorporate it in other works in any form, media or technology now known or later developed, for the purposes of operating and providing the Site and Services to you and to our other users. You hereby represent, warrant and covenant that any materials you provide do not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant CentsApp the license specified above. You further represent, warrant and covenant that any materials you provide will not contain libelous or otherwise unlawful, abusive or obscene material. CentsApp will be entitled to use any content submitted by you without incurring obligations of confidentiality, attribution or compensation to you.
If, at our request, you send certain specific submissions (for example contest entries) 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 we may, at any time, without restriction, edit, copy, publish, distribute, translate, modify, reformat and otherwise use and exploit in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, screen, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments or any other content or materials you provide will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments or any other content or materials you provide will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service, Site or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments or any other content or materials you provide. You are solely responsible for any comments or any other content or materials you provide you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service or Site, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your use of and access to the Site and/or Services.
The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site is at your own risk.
OWNERSHIP
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This Site and all underlying technology is owned and operated by CentsApp and its licensors. All right, title and interest in and to the Content provided on this Site are owned by CentsApp and its licensors. Except as otherwise expressly provided by CentsApp, none of the Content may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of CentsApp’s or its licensors’ intellectual property rights, whether by estoppel, implication or otherwise. You must contact our Customer Services Department if you have any questions about obtaining such licenses. CentsApp does not sell, license, lease or otherwise provide any of the Content other than those specifically identified as being provided by CentsApp. Any rights not expressly granted herein are reserved by CentsApp and its licensors.
REGISTRATION
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In order to enjoy all the benefits of CentsApp, you must register for an account. There is no purchase or commitment to register. Simply take our style profile quiz, use your valid email address and create a password to register your profile. In registering for the Site, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your account. You agree that you shall monitor your account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site by minors. You may not share your account or password with anyone, and you agree to (1) notify CentsApp immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or CentsApp has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CentsApp has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account per platform or SNS at any given time. CentsApp reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an account or use the Site if you have been previously removed by CentsApp, or if you have been previously banned from any part of the Site.
Access Through a SNS. If you have a valid account on the social networking service (“SNS” and each such account, a “Third-Party Account”), you may access the Site through such Third Party Account and link your account with Third-Party Accounts, by allowing CentsApp to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to grant CentsApp access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating CentsApp to pay any fees or making CentsApp subject to any usage limitations imposed by such third-party service providers. By granting CentsApp access to any Third-Party Accounts, you understand that CentsApp may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site (“Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site via your account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Content provided by you for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or CentsApp’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site. CentsApp makes no guarantees or representations about such continued availability. You have the ability to disable the connection between your account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. CentsApp makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and CentsApp is not responsible for any SNS Content.
PROPRIETARY RIGHTS
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You acknowledge and agree that the content (other than content that may be submitted by Members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Site are the property of CentsApp or our licensors and are protected by copyright, trademark and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify or create derivative works from any content or materials on the Site. CentsApp and the CentsApp logo are registered trademarks, of CentsApp. All other trademarks are the property of their respective owners. All of our Site's content is Copyright 2016 CentsApp. All rights reserved.
DISCLAIMERS
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You assume all responsibility and risk with respect to your use of the Site. THE SITE, AND ALL CONTENT, MERCHANDISE, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THIS SITE OR A “LINKED” SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, CENTSAPP DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE.
CentsApp makes no warranties of any kind regarding any non-CentsApp sites to which you may be directed or hyperlinked from this Site. Hyperlinks are included solely for your convenience, and CentsApp makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-CentsApp sites. CentsApp does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Site.
INDEMNIFICATION
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You agree to indemnify, defend and hold harmless CentsApp and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (the “CentsApp Parties”), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use of the Site or Service, your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
LIMITATION OF LIABILITY
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IN NO EVENT SHALL CENTSAPP, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE), OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, INCLUDING, BUT NOT LIMITED TO, : (1) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SITE; (2) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF CENTSAPP HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF CENTSAPP, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO CENTSAPP IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU HAVE NOT PAID CentsApp ANY SUCH AMOUNTS, CentsApp’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50)
You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users. WHERE LEGISLATION IN A JURISDICTION IMPLIES IN THE TERMS ANY CONDITION OR WARRANTY THAT CANNOT BE EXCLUDED, COMPANY’S LIABILITY FOR BREACH THEREOF SHALL BE LIMITED AT COMPANY’S OPTION TO ONE OR MORE OF THE FOLLOWING: (1) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO GOODS, THE REPLACEMENT OR REPAIR OF THE GOODS, THE SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF DOING SO; AND (2) WHERE THE BREACH OF THE CONDITION OR WARRANTY RELATES TO SERVICES, THE SUPPLY OF SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THEM SUPPLIED AGAIN.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
YOU AND CentsApp AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE SITE OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You hereby release the CentsApp Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Site. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.
PROHIBITED USES
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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 Site, 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 from any web pages contained in the Site; (j) for any obscene or immoral purpose; (k) 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 for violating any of the prohibited uses. You shall not: (1) frame or utilize framing techniques to enclose any trademark, logo, or other component of the Site (including images, text, page layout or form) of CentsApp or (2) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site except to the extent the foregoing restrictions are expressly prohibited by applicable law; or (3) remove or destroy any copyright notices or other proprietary markings contained on or in the Site.
SEVERABILITY
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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.
TERMINATION
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The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the Terms. Notwithstanding the foregoing, if you used the Site prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Site (whichever is earlier) and will remain in full force and effect while you use the Site, unless earlier terminated in accordance with the Terms.
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.
We reserve the right, in its discretion, to suspend and/or terminate your account, your use of the Site at any time at our discretion including, without limitation, as necessary in CentsApp’s discretion to protect the security or operation of the Site or Services.
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 Site or Services (or any part thereof).
Upon termination, your right to use the Site will automatically terminate immediately.
INTERNATIONAL USE
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We control and operate the Site from the United States. We make no representation that materials on the Site are appropriate or available for use outside the United States. If you choose to access this Site from outside the United States, you do so at your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
The following provisions shall apply only if you are located in the countries listed below.
United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Germany. Notwithstanding anything to the contrary in Section 12, CentsApp is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
RISK OF LOSS
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Any merchandise purchased from our Site will be shipped by a third party carrier. As a result, title and risk of loss for such merchandise will pass to you upon our delivery to the carrier. All products shall be deemed accepted by you upon shipment.
COPYRIGHT INFRINGEMENT; NOTICE AND TAKE DOWN PROCEDURES
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CentsApp specifically prohibits the posting of any content that violates or infringes the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright or other intellectual property rights, you should notify us of your copyright infringement claim in accordance with the following procedure. CentsApp will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to the following address:
CentsApp
1447 Second Street, 3rd Fl.
Santa Monica, CA 90401
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing 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 the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has 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 A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ENTIRE AGREEMENT
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The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Site or the Service constitutes the entire agreement and understanding between you and us and govern your use of the Site or Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
DISPUTE RESOLUTION
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Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, CentsApp may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site.
Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and CentsApp must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR CentsApp MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, CentsApp will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) CentsApp also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or CentsApp may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Los Angeles County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of clauses (i) and (ii) in the fourth paragraph of this Section above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either clauses (i) and (ii) in the fourth paragraph of this Section is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor CentsApp shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, California. By using the Site in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
MISCELLANEOUS
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It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
The communications between you and CentsApp use electronic means, whether you visit the Site or send CentsApp e-mails, or whether CentsApp posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from CentsApp in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CentsApp provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where CentsApp requires that you provide an e-mail address, you are responsible for providing CentsApp with your most current e-mail address. In the event that the last e-mail address you provided to CentsApp is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, CentsApp’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to CentsApp at the following address: 1447 Second Street, 3rd Fl., Santa Monica, CA 90404. Such notice shall be deemed given when received by CentsApp by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without CentsApp’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
CentsApp shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
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To contact us with any questions or concerns in connection with these Terms or the Site, or to provide any notice under these Terms, please Contact Us.
Restrictions and Limitations
THIS PROGRAM IS VOID WHERE PROHIBITED BY LAW. THIS PROGRAM AND ALL COMPONENTS THEREOF ARE SUBJECT TO THE DISCLAIMERS, LIMITATIONS AND EXLUSIONS SET FORTH IN THE STANDARD TERMS. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR FFC MEMBERSHIP. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Contracting Party, Choice of Law, Location for Resolving Disputes, Contact Information
This Agreement is between you and CentsApp. Communications may be directed to: CentsApps, 1447 Second Street, 3rd Fl., Santa Monica, CA 90404. Any claim or dispute between you and CentsApp that arises out of or relates to this Agreement shall be resolved by binding arbitration and any other dispute resolution provisions set forth in to the Standard Terms. You hereby agree to waive any right to trial by jury in any dispute. All capitalized terms not defined herein shall have the same meaning as in the Standard Terms.
We require all Members to agree not to use the Site, and specifically prohibit any use of the Site, for any of the following purposes:
Posting, communicating or transmitting any material that infringes on any intellectual property, publicity or privacy right of another person or entity
Posting any information which is untrue, inaccurate or not your own
Engaging in conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law or regulation
Attempting to interfere in any way with the Site’s or CentsApp’s network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.
You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.
Membership, Modifications to the Service and Prices
Prices for our products or the Program are subject to change on a going-forward basis. We reserve the right at any time to modify or discontinue the Program (or any part or content thereof) with 30 day notice to existing active FFC members at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Program.