Terms Of Service
This binding Agreement is entered between Centra Tech (“Company” or “We”) and the entity, persons, or person (“You” or “Your”) using the applications, Software, and/or services (“Software”) furnished by Company.
Obligations and Rights
Company offers Software exclusively on the conditions and terms established by the letter of this Agreement and upon the condition that You comply with and accept those terms. Using the Software means that You (a) agree with the terms of this Agreement; (b) agree that You are legally obligated to adhere to the terms of this Agreement; (c) warrant and represent that: (i) You are of sufficient legal age to agree to and enter into legally binding agreements; and (ii) if You are a governmental organization, other legal entity, or corporation, You have the power, authority, and right to enter to and consent to the terms of this Agreement on behalf of the organization and to bind them to the terms of this Agreement.
Software operates as an open source, free, and multi-signature digital wallet. Software is not an account where We or third parties operate as financial custodians or intermediaries of Your bitcoin(s).
This Software underwent testing, including beta testing, and is currently subject to ongoing feedback driven improvement. Feedback is provided by open-source users and developers. We do not guarantee that the system will operate flawlessly or that the Software will be free from defect. You recognize and acknowledge that Your use of this Software is at Your discretion and must conform to applicable laws and regulations. You alone retain the responsibility for protecting Your passwords, PINs, private key pairs, and other information You use when accessing the Software.
LOSING YOUR ENCRYPTED PRIVATE KEYS OR BITCOIN WALLET MAY RESULT IN THE LOSS OF ANY BITCOINS ASSOCIATED WITH THAT WALLET. SEPERATELY STORE A BACKUP FILE OF PASSWORDS AND CORRESPONDING WALLETS TO AVOID SUBSTANTIAL LOSS. Transactions conducted while using Software are irreversible and the producers of the Software, affiliates and employees of Centra Tech , and any intellectual property holders are unable to access or retrieve Your passwords or private keys if they are forgotten or lost. Similarly, no one can guarantee transaction confirmation, as the parties mentioned above have no control over the bitcoin network.
Choice of Law
This Agreement, its interpretation, and its application, shall be governed exclusively by the laws of the state of Florida, without any regard to its conflict of law rules. You agree to the exclusive jurisdiction of the state and federal courts located in or near the state of Florida, for disputes arising under this Agreement.
We retain all titles, rights, and interests to and in the Content and all of Centra Tech’s logos, brands, and trademarks, including, but in no way limited to, [Company names], and variations of the wording of the previously listed logs, trademarks, and brands.
If any court determines or declares that any section or sections of this Agreement are void or invalid, such determination or declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full effect and force.
UNDER NO CIRCUMSTANCES SHALL CENTRA TECH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO ANY THIRD PARTY OR YOU FOR ANY INTERRUPTION, INABILITY TO USE THE SOFTWARE, OR DELAY IN SOFTWARE USE, LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF BUSINESS, GOODWILL, OR SERVICES, CORRUPTION OR LOSS OF DATA, LOSS STEMMING FROM SYSTEM SERVICE FAILURE OR SYSTEM FAILURE, SHUTDOWN OR MALFUNCTION, FAILURE TO TRANSFER ACCURATELY, TRANSMIT OR READ INFORMATION, FAILURE TO PROVIDE CORRECT INFORMATION OR UPDATE INFORMATION, PROVISION OF WRONG COMPATABILITY INFORMATION SYSTEM INCOMPATABILITY, SYSTEM SECURITY BREACHES, OR FOR ANY INCIDENTIAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXPEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONJUNCTION WITH BREACH OF CONTRACT, THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF WHETEHR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND NONINFRINGEMENT. IN NO EVENT SHALL THE SOFTWARE AUTHORS, AFFILIATES AND EMPLOYEES OF Centra Tech , COPYRIGHT HOLDERS, OR Centra Tech BE LIABLE FOR ANY DAMAGES, CLAIM, OR OTHER LIABILITY, WHETHER IN AN ACTION OF TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF, FROM, OR IN CONNECTION WITH THE SOFTWARE OR USE OR OTHER DEALINGS IN THE SOFTWARE.
Provisions and terms found in this Agreement bind Your successors, heirs, assigns, and other representatives. This Agreement may be executed in counterparts. Each counterpart shall be treated as an original, but each shall constitute the same Agreement.
You assume all and any risks associated with the use of the Software. We reserve the right to modify this Agreement at any time.
- The Services
We provide bitcoin payment processor services and allow you to accept bitcoins as payment in exchange for services or goods. We also process bitcoin payments you receive from customers (Purchaser). We do not provide bitcoin wallet bitcoin exchange services and we do not maintain a place to sell or buy bitcoins. The Services we offer are only offered to businesses offering services and/or products for sale to bona fide charitable organizations that accept donations. Using our Services constitutes authorization for us to serve as your agent. This allows us to receive, disburse funds on your behalf, hold, and to take all and any actions we deem necessary to furnish the Services and copy with applicable law. Payments by Purchaser to Centra Tech are considered no different than payments made directly to you. These payments extinguish the Purchaser’s outstanding obligation, to the extent of the payment.
Typically, those using the Services must first open a Centra Tech account. When creating an account, we will ask that you provide us with contact information, such as your phone number, e-mail address, and name. We may also request information about your business, such as your business’s registered address, DBA or legal name, and company website. Information provided at the time of account creation must be complete and accurate. You must notify us in a timely fashion if any such information changes. We may also require additional information from you (including any person otherwise agreeing to the Terms on the part of the merchant or signing below) to assist in determining your business risk or verifying your identity. Such information includes tax identification numbers, birth date, government-issued identifications, and financial statements. As part of the verification process, we may request information about you from third parties. These parties include, but are not limited to, identity verification services and credit bureaus. We reserve the right to later close Centra Tech accounts or reject account registration if you fail to provide complete, satisfactory, and accurate information.
- Additional Due Diligence. Regulated industries, like Money Service Business activates (defined by the Financial Crimes Enforcement Network of the United States Department of the Treasury), E-wallets, and Foreign Exchange, require Centra Tech to perform extra due diligence to verify that your business is properly licensed and employs strong internal control frameworks.
- Merchant Tiers. Centra Tech enforces daily transaction processing limits on merchants. When registering for a Centra Tech account, you shall select the limit (the Tier) that applies to your Centra Tech account, and to furnish us with required documentation to support Tier qualification. Descriptions of the Tiers and a list of required documentation may be found at [website]. Certain industries require us to request additional documentation to verify identity and authority. We cannot begin to process payments for you until we reviewed the provided documents, in accordance with applicable law. If you wish to change to a higher limit Tier, you must provide us with additional required documentation. We will not approve requests to change or modify Tiers or to afford you a greater processing volume until and unless we reviewed your identification documents to our satisfaction. Also review Section 3.1, Daily Transaction Volume Limits.
2.2 Protecting Passwords
When registering an account, you will be asked to create a password. You will be responsible for protecting the confidentiality of account access information and your password. You are also fully responsible for all activities occurring with the use of your account or password. Notify us of any unauthorized use of your account or password immediately or of any other breach of security. We will not be liable for any loss you may incur as a consequence of someone using your account or password if you provide your password to others. You are prohibited from ever using anyone else’s password.
3.1 Invoices and Records
It is incumbent upon you to keep all records needed to fulfill the services or goods sold to the Purchaser and supply any after sale support to the Purchaser. It is your responsibility to comply with government regulations requiring the registration of the sale. Centra Tech shall maintain information and documentation collected on behalf of your merchant account for the period of time your account is active and for up to 5 years thereafter.
3.2 Daily Transaction Volume Limits
Centra Tech enforces annual and daily processing limits for merchant transactions. When registering for a [Business] account, you will have a Basic Tier level account. At Centra Tech’s discretion and based on Centra Tech’s assessment of your business’ transaction capabilities and risk, transaction capabilities may remain disabled until additional information or documentation is concerning your business or your identity is furnished and validated. Submitted requests to raise the limit on processing shall not be approved until and unless we reviewed your documentation, are satisfied with their integrity, and confirmed the authenticity and accuracy of the information therein.
3.3 Customer Verification
- In order to comply with relevant local regulations and laws, it is your sole responsibility to obtain information required of those purchasing your services and goods. For example, if relevant law prohibits a sale to persons under the age of 18 years, it is your responsibility to verify that all Purchasers are at least 18 years of age. Similarly, if applicable law requires that a Purchaser’s identity be verified, you must do so. It is not our responsibility to, nor shall we, accept liability in connection with your failure to adequately verify your Purchaser’s qualifications or identities.
3.4 Representation and Warranties
Usage of the Services is subject to the laws and regulations of the United States concerning the prevention of terrorist financing and money laundering. You agree and acknowledge that your use of the Services would and shall comply with these laws and regulations, including, without limitations, the sanctions program created by and administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
Your use of the Services is also subject to the following restrictions. You warrant and represent, by using the Services, that:
- You are no younger than eighteen (18) years old and that you have the power, right, and contractual capacity to agree to these Terms.
- Using the Services will not violate any relevant state, international, federal, or local regulations or laws. This includes applicable tax regulations and laws.
- You are not and shall not use the Services in connection with the sales of:
- Research chemicals, controlled substances, or narcotics;
- Cash equivalents or cash. This includes items used for hedging purposes (e.g. derivatives), speculating purposes, and the trade or sale of virtual currencies;
- Services competing with Centra Tech ;
- Items violating or infringing upon intellectual property rights, including trademarks, copyrights, patents, or trade secrets; or
- Explosives (including fireworks), firearms, ammunition, or regulated weapons governed by applicable laws or at our determination.
- Your use of the Services shall not involve or be associated with transactions which:
- Display third party personal information in violation of relevant laws or regulations;
- Provide or offer to provide debt settlement or credit repair services;
- Support “get rich quick”, Ponzi, or pyramid schemes; or
- Are connected with the sale or purchase of lottery contracts, annuities, off-shore banking, banking, lay-away systems, investing, financial transactions, investment related products, or the refinancing of debts funded by credit cards.
- Services usage shall not involve activities with entry fees and prizes, gambling, including, but not limited to, sports betting, casino games, greyhound racing, horse racing, ventures facilitating gambling, lottery tickets, and sweepstakes, unless you first obtain our prior written approval and both you and your customers are located exclusively in jurisdictions where such actions are permitted by law.
3.5 Inspection Rights
Centra Tech reserves the right to ask permission to inspect your business’ location in connection with your usage of the Services. Centra Tech may also request evidence or documentation supporting specific transactions. Your refusal to provide such information or access may result in the termination or suspension of your Centra Tech account.
3.6 Rejection Rights
Centra Tech reserves the right to refuse to process sales when it is believed that such a sale violates these Terms or exposes other merchants, you, Purchasers, or other entities to harm. If Centra Tech reasonably suspects that your Centra Tech account was used for illegal purposes, you authorize us to furnish your information, Centra Tech account information, and account activity to law enforcement agencies.
- Third Parties
4.1 Your Use of Third-Party Services
You may be offered products, services, and third-party promotions whenever using the Services or Centra Tech website. In the event that you elect to use such third-party services, you are solely responsible for understanding, reviewing, and complying with the relevant conditions and terms and use such services at your own risk. We expressly disclaim liability stemming from third-party services and are not responsible for the performance of third-party servicers or services.
Centra Tech created and implements security measures that are intended to secure your information from unauthorized use, access, disclosure or alteration and from accidental loss. Centra Tech cannot guarantee that an unauthorized person will never gain access to your information. By using the Services, you acknowledge that you furnish information at your own risk, except as otherwise provided by applicable law.
- How we Collect, Use and Share Information
To provide the Services, Centra Tech may share information about you and your Centra Tech account with third parties, including but not limited to Purchasers and your banking entities.
5.1 Verification of Your Identity
From time to time Centra Tech may engage third-parties to assist in varying aspects of the provision of our Services to you. You agree and acknowledge that your continued use of the Services may require us to share your information with these third parties who, in turn, may need to review your eligibility to use the Services according to their own verification procedures.
To validate information provided by you to us during the account generation and registration process as detailed in Section 2.1 (Generally) Centra Tech may solicit information from identity verification services, credit bureaus, and other third parties. When accepting these Terms, you authorize us to solicit information about you through third parties and recognize that there may be times when we must share user submitted information.
- Our Ownership of the Services and the Centra Tech Website
You acknowledge and agree that Centra Tech retains and owns all titles, interests, and rights in and to the Services, technology, tool, associated software, and content, the Centra Tech website, content displayed on that site, and materials produced by and related to Centra Tech (collectively, [the Company IP]). You are allowed only to make use of the Services and [the Company IP] to receive and accept payments made in accordance with these Terms. When you accept the terms, you are granted a personal, limited, non-transferable, and revocable license to use [the Company IP], without sublicensing rights. You shall not lease, rent, sublicense, transfer, distribute, copy, download, reproduce, modify, display, or timeshare the [Company IP] or any portion thereof, or use the [Company IP] as a base or component of services or products prepared for sublicense, commercial sale, access, lease, or distribution. You shall not prepare derivative work based on the [Company IP], nor shall you reverse engineer, translate, disassemble, or decompile the [Company IP].
- Settlement & Invoices
7.1 Exchange Rate Guarantee and Settlement
Centra Tech’s hosted invoice UI shall be used in all transactions. Purchasers creating an invoice may submit a request to Centra Tech to collect a specified sum in local currency, such as Euros or Dollars, or in bitcoin. Centra Tech will use the exchange rate when applicable and provide the bitcoin payment instructions for you to provide to the Purchaser. Centra Tech guarantees the exchange rate to you, provided that the Purchaser makes payment within an acceptable time window after invoice creation. Invoice timeout information is displayed clearly on each Centra Tech invoice. While we guarantee the exchange rate when Purchasers pay within the specified time frame, you agree that volatility risk of bitcoin and currencies risks are born entirely by you, as applicable. For example, if you asked us to collect USD $200, and the Purchaser provided the bitcoin equivalent in payment within the time frame, we would guarantee that you received precisely $200, minus applicable fees. We do not guaranty the value or purchasing power of the U.S. dollar or any other currency.
Invoices are deemed complete by us once payment has six (6) bitcoin block confirmations. You may inform Purchasers earlier about the status of an invoice; but please note that Centra Tech is not liable for settling invoices with payments that never received six (6) bitcoin block confirmation. Centra Tech uses methods and techniques to detect payments that are at risk of never receiving the required six (6) bitcoin block confirmations, but these methods do not totally reduce or eliminate the risks of unconfirmed payment.
Centra Tech charges service fees to merchants on our Start Plan when they process more than thirty (30) transactions in a given month or when they elect Business or Enterprise plans (“Service Fees”). Merchants paying Service Fees will have these fees applied to their ledger balances. Purchasers also are assessed an Unspent Transaction Output (UTXO) fee for purchases. When Purchasers request refunds or Merchants request a refund for Purchasers, only purchase prices will be refunded. UTXO fees are nonrefundable. To learn more about bitcoin related fees, visit [Company website re: fees]. Centra Tech reserves the right to amend or change fee structures and pricing. Continued use of Services after receipt of notification of changes in our fee structure constitutes your acceptance of such changes. Current pricing data is afforded to you on [our website].
7.3 Settlement Methods
7.3.1 Settlements in Local Currencies
Bank account direct deposits in local currencies are available when merchants operate out of certain countries. Refer to [Company website concerning a list of countries] for more information. Should you elect to receive direct deposit payments, you are required to provide Centra Tech with valid bank account information and to ensure that such data remains current. If you are using Business or Enterprise plans, Centra Tech shall send direct deposits to your bank account to satisfy accumulated balances on ledgers each business day. If you accept settlement in bitcoin, payouts shall be made on a daily basis to your wallet. Minimum settlement amounts apply and more information may be found on [Centra Tech website re: settlement amounts and despot frequency].
7.3.2 Bank Account Information
You are required to provide us with at least one (1) business day’s written notice before closing your bank account. Should you want to continue receiving direct deposits, substitute bank account information must be furnished. You accept sole responsibility and liability for costs and fees associated with overdrafts and with your account. Similarly, you are liable to us for any fees we incur based on your furnishing of incomplete or inaccurate instructions or information. You authorize us to initiate electronic credits to your bank account when necessary to process your transactions. We are not liable for errors in bank account entries or delays in receipt of funds due to third party actions or inactions.
7.3.3 Bitcoins Settlements
Bitcoins accepted on your behalf by Centra Tech shall first be settled to your bitcoin wallet of choice. Such payments are sent to your designated Bitcoin address at least daily. Centra Tech is not liable for losses incurred due to your improper reporting or designation of bitcoin addresses.
7.4 Expectations of Payment
When invoices are either overpaid or not fully paid, a payment exception will result. Merchants are responsible for the resolution of these payment exceptions.
When invoices receive excess funds an overpayment occurs. During these cases, invoices pass through the paid in full state and are marked as overpayments. Because there were sufficient funds to designate the invoice as paid in full, such funds are applied to the merchant ledger. Excess funds require action and are not applied. Best practices suggest that in the event of an overpayment, you reach out to the Purchaser to secure a refund bitcoin address and request that Centra Tech refund overpaid sums to the Purchaser. The Purchaser may also request refunds of overpaid sums directly from the invoice. As a merchant, you may also request overpaid portions be applied to your merchant account. This is typically the resolution selected whenever you provide a trackable service and additional funds may easily be refunded to the Purchaser.
Underpayments may occur when a Purchaser provides less than the agreed upon bitcoin amount required to fully satisfy and pay the invoice. As invoices are not complete or fully paid, funds are not applied to the merchant ledger. The merchant is responsible to contact Centra Tech and request either the Purchaser’s refund bitcoin address so that Centra Tech may return the money or request a price adjustment of the invoice so that it matches the payment amount. This will permit payments to be credited and applied to the ledger. When neither of these actions are taken, invoices shall remain in a partially paid state until complete.
7.4.3 Orphan Payment
Such payments occur whenever transactions are received outside of the time window referenced in Section 8.2 (Invoice Generation and Exchange Rate Guarantee). Payments furnished to expired bitcoin addresses show up in Centra Tech’s as orphan payments. To address and correct orphaned payments or for additional information, either the Purchaser or you will need to contact [our support team] with the required information.
7.5 Account Information
You shall retain access to account information concerning transaction, ledger, and settlement history through your merchant account. Upon discovery of an error, you are obligated to notify us within thirty (30) calendar days of the ledger entry posting.
7.6 Certain Deferrals
We may restrict access to your funds or delay settlement in the event that Centra Tech is required to investigate or resolve pending disputes concerning your Centra Tech account. Centra Tech also reserves the right to restrict fund access and delay settlement whenever required to do so by court order, law, or at the request of law enforcement.
Centra Tech may publish your artwork, logo and text (Merchant Content), and corporate name on the Centra Tech website and promotional materials to acknowledge you as our customer once written mutual consent is provided. You warrant and represent to Centra Tech that you are authorized to furnish the Merchant Content, and that copying, using, modifying, and publishing Merchant Content by Centra Tech : (a) shall not infringe upon any rights of privacy or publicity, (b) is not obscene, defamatory, or violates any law, and (c) does not violate, infringe, or misappropriate any third-party trade secret, patent, copyright, or other proprietary information.
- Refunds and Adjustments
9.1 Refund Procedures
Centra Tech may facilitate refunds on your behalf. You may decide to provide refunds of the full amount of initial purchases or partial refunds. You may decide whether to issue refunds in bitcoins or local currencies. Centra Tech may require that you deposit additional fiat currency or bitcoins in order to cover the refund to the Purchaser. Currency conversions required during the refund process may be calculated at the spot rate determined by Centra Tech and shall adhere to the guidelines set forth at [URL of refund process site].
9.1 Refund of Payment Exceptions
When payment exceptions are not refunded by you within 30 days after the creation date of an invoice, you will only be able to refund the payment exception and Centra Tech shall lock the BTC/USD exchange rate for a period of time equal to 30 days after the date and time of the invoice generation. You will not be able to accept payment exceptions during this time. Any refunds of payment exceptions occurring after this 30 day period will have the locked exchange rate used to determine the bitcoin amount that shall be refunded. Refunds of payment exceptions occurring before the 30 day window shall be refunded in the exact amount of BTC originally received.
9.2 Disclosure of Your Refund Policy
Centra Tech neither warrants nor is responsible for the policies governing refunds of Merchants. It is advised that Merchants establish a transparent refund policy for customers (including, if relevant, terms that indicate that “refunds are permitted as all sales are final”). Where refunds are allowed, it is suggested that you refund the entire amount of the initial purchase in the currency that the item was priced and sold.
9.3 Merchant Complaints
Merchant generated complaints concerning our processing service should be submitted via e-mail, phone, or mail to [email protected], or 800-339-1554, or 555 Washington Ave Ste 240 Miami Beach, FL 33139, respectively.
9.4 Purchaser Complaints
Complaints generated by Purchasers and concerning Centra Tech about purchases shall be forwarded to you for resolution. Centra Tech may terminate accounts receiving excessive complaints.
- Account Termination
10.1 Account Suspensions
Centra Tech reserves the right to suspend accounts at our sole discretion. Centra Tech shall provide you telephonic or e-mail notice of the suspension and Centra Tech reserves the right to suspend your access to the Services in the event that Centra Tech believes you pose a fraud risk, provided false, inaccurate, incomplete, or misleading information, or failed to comply with these Terms in any way. Centra Tech is not liable to you for losses incurred in connection to our suspension or closure of your account.
10.2 Effect of Account Closure
When your Centra Tech account is closed, you agree: (a) to immediately stop using the Services; (b) to continue to be bound by these terms, as required by Section 14.11 (Survival), (c) that we reserve the right (but have no obligation) to delete all account data and your information stored on our servers, (d) that the license furnished under these Terms shall end, and (e) that Centra Tech is not liable to any third party or you for termination of access to the Services or information deletion or account data deletion.
10.3 Your Right to Close Your Account
These Terms remain in force only as long as you use the Services. Ceasing use of the Services causes these Terms to longer apply, subject to Section 14.11 (Survival). You are free to close your Centra Tech account at any time and will continue to be obligated to us for any fees incurred, if applicable, before the account will be closed and funds will be remitted stemming from pre-closure sales. Should your account balance be below our documented minimum transfer amount, you may be liable for applicable transaction fees incurred due to the transfer of funds.
- Limitation of Liability
WE SHALL NEVER BE LIABLE TO ANY THIRD PARTY OR YOU FOR ANY INDIRECT, DIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR ANY THEFT, LOSS, DAMAGES, OR DISAPPEARANCE FOR LOST REVENUES, LOST PROFITS, OTHER INTANGIBLE LOSSES, OR LOST DATA RESULTING FROM THE INABILITY TO USE, USE OF, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT SHALL WE BE LIABLE TO ANY THIRD PARTY OR YOU FOR ANY LOSS OR INJURY RESULTING FORM HACKING, DAMAGE, VIRUS TRANSMISSION, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR Centra Tech ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONJUNCTION WITH THE SERVICES EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE OT THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY THE LAW IN THE APPLICABLE JURISIDCTION.
You agree to and shall indemnify Centra Tech any of its officers, its related and affiliated entities, its employees and agents from and against any costs, claims, losses, damages, liabilities, judgments, and expenses of every and any kind (including, without limitation, expenses, costs, and reasonable attorneys’ fees) relating to, arising out of, or incurred in connection with any complaint, claim, audit, action, investigation, other proceeding, or inquiry instituted by an entity or person that relates to or arises from: (a) your improper and wrongful use of the Services; (b) alleged or actual breaches of your warranties, representations, or obligations as set forth by these Terms; (c) the services or products sold by you through the Services, including but not limited to claims for product defects, false advertising, personal injury, property damage, or death; or (d) other party access or use of the Services with your account information.
- No Warranties
OUR SERVICES ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER IMPLIED OR EXPRESS (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT OUR WEBSITE AND THE SERVICES: WILL MEET YOUR REQUIREMENTS; WILL BE AVAILABLE; WILL OPERATE ERROR-FREE; THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL BE UNINTERRUPTED OR SECURE AT ANY PARTICULAR LOCATION OR TIME; OR ARE FREE FROM HARMFUL CONTENT OR VIRUSES. WE DO NOT GUARANTEE, WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH OUR WEBSITE OR THE SERVICES, AND WE WILL NOT MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SERVICES OR PRODUCTS, AND WE WILL NOT BE A PARTY TO SUCH INTERACTIONS.
You shall determine any and all taxes incurred, assessed, or required to be paid, collected, or withheld for any reason in connection with your use of our services and software (Taxes). You also are solely responsible for withholding, collecting, remitting, and reporting correct taxes to the appropriate tax authority. We will not, nor are we obligated to determine whether Taxes apply, or collect, calculate, remit, or report any Taxes to any tax authority arising from any transaction.
If you receive (i) in excess of $20,000 in gross payments and (ii) more than 200 payments, in a given calendar year, Centra Tech shall report annually to the Internal Revenue Service, as required by law, your address, name, employer identification number, total dollar amount of payments received by you each month in a calendar year, and dollar amount of payments you received in a calendar year.
In the event that any provision of these Terms be determined to be unenforceable or invalid in any way under any regulation, rule, or law, such determination shall not affect the enforceability or validity of any other provision of this agreement.
You shall not assign or transfer these Terms, or any privileges or rights created by or granted by these terms. You acknowledge and agree that we may transfer or assign these terms.
You agree that you shall accept electronic format communications from us, and agree that all agreements, conditions, terms, notices, other communications, and disclosures we provide to you electronically shall be considered to be made “in writing”.
14.6 Entire Agreement
Should we fail to assert a provision or right established in these Terms, our failure shall not be construed as a waiver of such provision or right, and no waiver of any term shall be deemed a continuing or further waiver of such or other term.
14.8 Governing Law; Arbitration
This Agreement shall be construed in accordance with and governed by the laws of the [State of Choice] without reference to choice of law provisions or conflict of law, and applicable federal law (including the Federal Arbitration Act). Disputes or disagreements in any way involving these Terms or the Services that cannot be resolved between you and us with reasonable effort shall be resolved conclusively and exclusively by binding, final administration by the American Arbitration Association (AAA) and shall be conducted before a single arbiter in accordance with the relevant Rules and Procedures established by the AAA. You agree that the arbitration shall be held in the [State of Choice], or any other location that is mutually agreeable by you and us. You agree that the arbiter shall apply the laws of [State of Choice] consistent with the Federal Arbitration Act, and will agree to and honor all applicable statutes of limitation. Unless prohibited by law, you agree that there shall be no authority for any claims to be arbitrated on a representative or class basis, and arbitration shall only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the dispute or disagreement arises. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class arbitration.
14.9 Force Majeure
No party to this agreement shall be liable for processing delays or other non-performance caused by such events as telecommunications, power, or utility failures, fires, labor strife, equipment failures, wars, riots, nonperformance of vendors or suppliers, acts of God, or other causes that the respective party exercises no reasonable control over; provided that the party established procedures reasonably suited to avoid or mitigate effects of such acts.
We reserve the right to change or update these Terms at any time by posting the amended Terms on our website. Updates or changes are effective when posted on our website. Once notice of such changes is provided, continued use of the Services constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended terms, you must discontinue your use of the Services and close your Centra Tech account in accordance with the termination section of this agreement.
The provisions of Sections 3.2 (Representations and Warranties), 4.2 (Security), 6 (Our Ownership of the Services and the Centra Tech Website), 8 (Advertising), 8.5 (Certain Deferrals), 11 (Limitation of Liability), 12 (Indemnification), 13 (No Warranties), and 14.8 (Governing Law; Arbitration) shall survive the termination of these Terms.