Centari Terms of Use
Last Updated January 24, 2024
These terms of use are entered into by and between you and Centari, Inc. (“Centari”, the “Company”, “we”, “our”, or “us”). The following terms and conditions (these “Terms of Use”) govern your access to and use of the Company website (including any content and functionality offered on or through https:/www.centari.com), applications, application plug-ins (including, but not limited to, the Company’s add-in for Microsoft Word), and all other services provided by us on or through the Company website, applications, and application plug-ins (collectively, the “Services”), whether accessing the Services as a guest or a registered user.
These Terms of Use are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Services.
1. ACCEPTANCE OF THE TERMS OF USE
Please read the Terms of Use carefully before you start to use the Services. BY ACCESSING THE SITE AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR PRIVACY POLICY, found at https://www.centari.com/privacy-policy, incorporated herein by reference. You also agree that you are solely responsible for compliance with all laws and regulations applicable to you in connection with these Terms of Use and the Services, as well as all rules or restrictions that are posted on the Services. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.
2. ABOUT CENTARI
Centari is a digital knowledge management and drafting platform that includes tools for document drafting, negotiation, and analytics.
3. ELIGIBILITY
You agree that by using the Services, you are at least 18 years of age and you are full authorized to enter into these Terms of Use. If you are agreeing to these Terms of Use on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms of Use on that organization or entity’s behalf and bind them to these Terms of Use (in which case, the references to “you” and “your” in these Terms of Use, except for in this sentence, refer to that organization or entity).
If the Company has previously prohibited you from accessing the Services, you are not permitted to access or use the Services.
4. CENTARI IS NOT A LAW FIRM, STAFFING FIRM, OR REFERRAL SERVICE
You understand and agree that THE COMPANY IS NOT A LAW FIRM, ATTORNEY, STAFFING FIRM, OR LAWYER REFERRAL SERVICE. Any information contained on the Services is not legal advice and is not guaranteed to be accurate or complete. While some employees of the Company may be licensed attorneys, they are not engaged in the practice of law in their capacity as employees of the Company. No attorney-client relationship is created between you and the Company, and your communications with the Company are not protected by attorney-client privilege and do not constitute attorney work product.
5. ACCESSING THE SERVICES AND ACCOUNT SECURITY
We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.
To use or access certain portions of the Services, you may be required to provide a user name and password, and complete and accurate information as requested on applicable registration forms. You are responsible for maintaining the confidentiality of your password, maintaining and updating information provided for completeness and accuracy, and for all activities (whether by you or by others) that occur under your password or account. You may not use a third party’s account, user name, or password at any time, and you will not allow anyone other than registered users to access or use the Services from your account. You agree to notify the Company immediately of any unauthorized use of your account, user name or password, or of any suspected violation of these Terms of Use by a registered user and will cooperate with the Company to address the suspected violation. The Company shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by the Company, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account or password.
6. INTELLECTUAL PROPERTY RIGHTS
The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You hereby grant to the Company, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Services, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services. Feedback is provided “as is” without warranty of any kind.
These Terms of Use permit you to use the Services for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services, except as follows:
a. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
b. You may store files that are automatically cached by your Web browser for display enhancement purposes.
You must not:
a. Modify copies of any materials from the Services.
b. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
c. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
The name, logo, and all related names, logos, product and service names, designs, and slogans of the Company are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
7. PROHIBITED USES
You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:
a. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
b. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
c. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
d. To impersonate or attempt to impersonate the Company, an employee of the Company, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
e. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
Additionally, you agree not to:
a. Use the Services in any manner that could disable, overburden, damage, or impair the website or Services, or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the website or Services.
b. Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
c. Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
d. Use any device, software, or routine that interferes with the proper working of the Services.
e. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
f. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
g. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
h. Otherwise attempt to interfere with the proper working of the Services.
The Company may immediately, without notice, terminate these Terms of Use if you materially breach your obligations under these Terms of Use; if you have provided inaccurate, fraudulent, outdated, or incomplete information; if you have violated applicable laws, regulations or third-party rights; or if the Company believes in good faith that such action is reasonably necessary to protect the Company, other website visitors, other users of the Services, other third parties, or to prevent fraud or other illegal activity. In addition, the Company may suspend your use of or access to the Services to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body; or if you have breached these Terms of Use. In case of non-material breaches and where appropriate, you may be given notice of any measure by the Company and an opportunity to resolve the issue to the Company’s reasonable satisfaction. If the Company takes any of the measures described in this paragraph, you may appeal such a decision by contacting us at legal@centari.com.
8. COPYRIGHT INFRINGEMENT
The U.S. Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that any content uploaded or otherwise made available on the Services infringes upon any copyright which you own or control, you may so notify us in accordance with our DMCA process at legal@centari.com.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users of the Services who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Services or terminate the account of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
9. RELIANCE ON INFORMATION POSTED
It is possible that the Services could include typographical errors, inaccuracies or other errors. In the event that an inaccuracy arises, please inform the Company so that it can be corrected. The Company explicitly disclaims any responsibility for the accuracy, content, or availability of information related to the Services or the Company found on third-party websites.
10. CHANGES TO THE SERVICES
We may update the Services from time to time, but content displayed on the Services is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
11. PRIVACY; INFORMATION ABOUT YOU AND YOUR VISITS TO THE SITE
All information we collect on the Services is subject to our Privacy Policy, available at https://www.centari.com/privacy-policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
12. LINKS FROM THE SERVICES
If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
13. PAYMENTS
If you make purchases in connection with the Services, you will be asked to provide customary billing information such as name, billing address, and financial instrument information. You must provide accurate, current, and complete information. The Company may utilize a third-party service provider to process any credit card transactions. Such third-party payment processing service provider(s) are subject to different terms and conditions and privacy practices, and you should review them independently. We are not responsible or liable for the services of such third-party payment processors. You authorize the Company to store your payment method information.
The Company reserves the right in the future to require payment of fees for certain or all aspects of the Services, change pries, or institute new charges, upon notice to you, which may be sent by email or posted on the Services. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.
14. GEOGRAPHIC RESTRICTIONS
The owner of the Services is based in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
15. DISCLAIMER OF WARRANTIES
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS BY THAT PERSON.
IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE GREATER OF AMOUNTS YOU HAVE PAID TO THE COMPANY FOR ANY SERVICES RENDERED BY THE COMPANY TO YOU IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.
17. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, any use of the Service’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Services.
18. DISPUTES
At the Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANY THIRD PARTIES, YOU HEREBY RELEASE THE COMPANY FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
19. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS
You and the Company acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all disputes. Further, unless you and the Company both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
20. LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
21. CHANGES TO THE TERMS OF USE
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
22. GENERAL
a. ENTIRE AGREEMENT. These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Centari, Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
b. WAIVER AND SEVERABILITY. No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
c. FORCE MAJEURE. The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
d. GOVERNING LAW. All matters relating to the Services and/or these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
e. JURISDICTION. Any legal suit, action, or proceeding arising out of, or related to, the Services and/or these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
23. HOW TO CONTACT US
The Services are operated by Centari, Inc., a Delaware corporation. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: hello@centari.com.
