Terms & Conditions

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Sencentric Web Site Access License and Terms of Service

 

This Access License ("License") and Terms of Service (“TOS”) apply to and govern your access to and use of Sencentric online products and services, including without limitation the websites, software, mobile and internet applications, content, user interfaces, devices and associated documentation (each a “Sencentric Service”) owned and operated by Sencentric, Inc. and or its subsidiaries and affiliates (“Sencentric”). By downloading, accessing, or using the Sencentric Service you acknowledge that you have read and understood this License and TOS in full, and agree to be bound by, the License and TOS and any revisions later applied hereto (collectively, the “TOS” or “Terms”). In addition, when using the Sencentric Service in conjunction with any other Sencentric owned or operated services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules, where applicable, are hereby incorporated by reference in the TOS. The terms "you," "your," and "yours" refer to you, the user of the service. The terms "Company", "we", "us", and "our" refer to Sencentric, Inc. and or its subsidiaries and affiliates.   

 

Please read the following TOS carefully before using the Sencentric Service. If you do not accept this TOS, please immediately terminate your use of the service.

 

TERMS

In consideration for Sencentric granting you the License to access the Sencentric Service, you agree to the following terms and conditions:

 

  1. Entry Conditions. The License granted under the TOS is restricted to persons who are of legal age to form a binding contract, and (a) completely and accurately fill out all applicable entry registration information, or (b) download, access, or use the Sencentric Service in connection with any Sencentric product(s). If you provide any information that is untrue, inaccurate, not current or incomplete, or Sencentric has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sencentric has the right to suspend or terminate your account and refuse any and all current or future use of the Sencentric Service, or any portion thereof within Sencentric’s sole discretion.

 

  1. Privacy Policy. Registration data and certain other personal information is subject to the Sencentric Privacy Policy which is available at http://www.sencentric.com/. Sencentric reserves the right to revise the Sencentric Privacy Policy at any time and your use of the Sencentric Service at any particular time shall be subject to the Privacy Policy then in effect. By checking the box indicating you accept the terms of these TOS or by accessing or using the Sencentric Service, you also indicate that you consent to the collection, use, and disclosure of certain information as set forth in our Privacy Policy, including the transfer of this information to the United States and/or other countries for storage, processing and use by Sencentric and its affiliates and contractors. The security of your personal information is important to us at Sencentric.

 

  1. Grant   of   License.   Subject   to   the   Entry   Conditions   in paragraph 1 above, Sencentric grants you a limited, personal, nontransferable, revocable, nonexclusive license to access and use the Sencentric Service for your private, non-commercial use, subject to Sencentric's right of termination and in accordance with these TOS. You may receive a password and account designation upon completing the a Sencentric Service   registration   process.   You   are   responsible   for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password and account. You agree to immediately notify Sencentric of any unauthorized use of your account. If your access and use of Sencentric service requires the payment of a fee or charge, your license to access and use the Sencentric service is for the limited period of time specified in your purchase and Sencentric may suspend or terminate your access and use of the Sencentric service if you fail to pay the required fee or charge pursuant to the terms of your purchase.

 

  1. Scope of License. Under the TOS you may access the Sencentric Service to view the information provided by you as well as other third-party users who have designated certain information as publicly accessible to users of Sencentric Service. You may not:

 

  1. a) Download, print, capture or otherwise create copies of material (i) not originally provided by you, or (ii) not designated as publicly accessible by other users of the Sencentric Service;

 

  1. b) Sell, sublicense, rent, lease, lend access or any content, or otherwise transfer your rights under the TOS without Sencentric's prior written consent;

 

  1. c) Link to any page on the Sencentric Service other than a Sencentric Service home page or to a read-only data page comprised of data (i) originally provided by you or (ii) designated as publicly accessible by other users of the Sencentric Service, or frame any material from the Sencentric Service for use on any other website or related service;

 

  1. d) Use your knowledge of the content or structure of the Sencentric Service for a commercial purpose that in any manner competes with the activities or services of Sencentric;

 

  1. e) Reproduce, modify, translate, enhance, decompile , disassemble, reverse engineer, or create derivative works of the products and services offered by Sencentric; or

 

  1. f) Circumvent or disable any security or technological feature or measures of the Sencentric Service, without the written consent of Sencentric.

 

  1. Reservation of Intellectual Property Rights.

 

  1. a) Trademarks. Sencentric, the Sencentric logo, and all product names appearing on our Sencentric Service are among the trademarks owned by Sencentric, Inc. or its affiliates, and no trademark or other license is granted in connection with the materials contained on the Sencentric Service. Sencentric reserves all rights to the use of its trademarks, service marks and logos appearing on the Sencentric Service. Any unauthorized use of Sencentric's trademarks may subject you to civil and criminal penalties under state and federal trademark laws and international tre

 

  1. b) Copyrights. All information, data, text, or other materials ("Content") maintained on the Sencentric Service are the sole responsibility of the person from which such Content originated. Sencentric is the owner or lawful licensee of all copyright interests in the design and content of the Sencentric Service (other than content provided by third party users or provided through a third-party link, if any), and reserves all rights thereto not expressly granted under the Any unauthorized use of the Sencentric Service may subject you to civil and criminal penalties under federal copyright law and international treaties. Any reproduction, copying, redistribution, retransmission, or republication of any copyrighted material is strictly prohibited without express written consent of Sencentric.

 

  1. c) Content Submissions. You are responsible for all Content you upload, post, transmit, or otherwise make available via the Sencentric Service. Under no circumstances will Sencentric be liable in any way for any Content, including but not limited to any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, emailed, transmitted or otherwise made available via the Sencentric Service. If you contribute any Content or material to Sencentric or the Sencentric Service, including but not limited to business information, ideas, concepts, or inventions, you agree to grant (or warrant that the owner of such content or intellectual property has expressly granted) to Sencentric an irrevocable, non-exclusive, royalty free, worldwide perpetual   license   to   use, with   the   right   to reproduce, distribute, transmit, and   publicly   display   any materials and other information or content you submit by all means and in any media or medium now known or hereafter developed.

 

  1. Term of License.

 

  1. a) This TOS governs a single continuous visit to the Sencentric Service. Subsequent visits to the Sencentric Service shall be governed by the terms of the TOS then in effect. Accessing the Sencentric Service in the future constitutes your acceptance of the then-current TOS terms.

 

  1. b) The License becomes effective upon your acceptance of these

 

  1. c) The License can be terminated by either party upon receipt of a written request.

 

  1. Compliance with Policies. By accessing or using the Sencentric Service, you agree to comply with all current TOS and user policies, including without limitation, the Privacy Policy.

 

  1. Use of Sencentric Service.

 

  1. a) Covenant of Proper Use. If you choose to upload, post, send, or have posted Content to the Sencentric Service, you agree to comply with all state, federal and local laws and regulations relating there You specifically agree that:

 

  1. You will not upload, post, send or make available any information that is unlawful, defamatory, libelous, obscene, harmful, threatening, harassing, or otherwise objectionable;

 

  1. You will not use the Sencentric Service in any way that directly or indirectly encourages or facilitates a criminal offense or that is subject to civil liability;

 

  • You will not interfere with the ability of other users to use or enjoy the Sencentric Service.;

 

  1. You will not create a false identity or mislead other users of the Sencentric Service;

 

  1. You will not collect, harvest, or store information on other users or the data they may have uploaded, posted, sent, or made available to the Sencentric Service, unless such data has been designated as publicly accessible by the other users;

 

  1. You will not attempt to damage or disrupt the function of the Sencentric Service;

 

  • You will not upload, post, transmit, or in any other way make available any material or data that infringes upon the trademark, patent, copyright, trade secret, contract, or privacy rights of any person or entity; or

 

  • You will not advertise any business or products.

 

  1. b) Acknowledgment of Unmonitored Service. Although Sencentric reserves the right to monitor, modify, and remove, at its discretion, any information or materials posted to the Sencentric Service by you or other users, Sencentric does not undertake to actively monitor the Sencentric Service. If you wish to report content that you believe is objectionable please contact Sencentric directly at abuse@sencentric.com.

 

  1. c) Third-Party Sites. Our Sencentric Service may contain links to third-party websites, products and services. Sencentric does not in any way guarantee that the links are accurate, comprehensive or up to Sencentric may not have control over the content or management of the linked sites. Your use of third-party sites or mobile applications is at your own risk and subject to the terms and conditions of use at those sites. Sencentric claims no responsibility nor liability for any third-party websites or their collection or other processing of your personal information. Any information collected by third-parties through their websites is subject to the third-parties’ privacy policies.

 

  1. Data Security. While Sencentric will use commercially reasonable efforts to ensure the security of all user content uploaded, posted, sent, or made available to the Sencentric Service, Sencentric makes no guarantee as to the accessibility, storage, accuracy or security of such Content. In addition, Sencentric will make a commercially reasonable effort to keep your personal information from loss or misuse by others. By using the Sencentric Service, you understand and acknowledge that there is an inherent risk of storage and retrieval of your information over the Internet. You understand that it is your responsibility to periodically back up your Content to media, devices, or facilities under your control. You are responsible for maintaining the confidentiality of any password and any Content you provide during the registration process. Sencentric reserves the right to require you to change your password for network security reasons.

 

  1. Accessibility. You agree that from time to time, the Sencentric Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance and upgrade procedures; (c) repairs which Sencentric and/or its service providers may undertake; or (d) any cause beyond the control of Sencentric.

 

  1. Responsibility for Internet Security. You will be solely responsible for obtaining and using your own anti-virus, anti- Trojan, or other security software. Sencentric does not represent or warrant that the Sencentric Service or any material downloaded from the Sencentric Service will be safe or free of viruses, malware, Trojan programs, or other destructive mechanisms. You are responsible for using appropriate security devices and/or software to ensure that no third party(ies) (e.g. hackers) take advantage of the fact that your computer, tablet, mobile device, or related product (“Device”) is connected to the Internet, or that you are accessing the Sencentric Service.

 

  1. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SENCENTRIC SERVICE AND ANY RELATED SENCENTRIC SERVICE IS AT YOUR OWN RISK. THE SENCENTRIC SERVICE, INCLUDING ALL MATERIALS AND INFORMATION CONTAINED THEREIN, AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SENCENTRIC SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SENCENTRIC DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF QUIET ENJOYMENT OR NONINFRINGEMENT, (b) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTIES ELATING TO THE TRANSMISSION OR DELIVERY OF ANY SENCENTRIC SERVICE, (d) WARRANTIES UNDER  THE UNIFORM  COMPUTER  INFORMATIONAL  TRANSACTIONS  ACT, AS MAY BE ADOPTED BY ANY JURISDICTION FROM TIME TO TIME, AND (e) WARRANTIES OTHERWISE RELATING TO THE PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY SENCENTRIC OR ANY THIRD PARTY. SENCENTRIC, OR ANY OF ITS SERVICE PROVIDERS, DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE SENCENTRIC SERVICE , THE USE, VALIDITY, ACCURACY, SECURITY, QUALITY, AVAILABILITY OR RELIABILITY OF THE CONTENTS ON THE SENCENTRIC SERVICE, THE PRODUCTS OR SERVICES MADE THROUGH OUR SENCENTRIC SERVICE, OR ANY OTHER THIRD-PARTY WEBSITES LINKED TO A SENCENTRIC SERVICE. SENCENTRIC, OR ANY OF ITS SERVICE PROVIDERS, DOES NOT GUARANTEE OR WARRANT THAT ACCESS TO THE SENCENTRIC SERVICE WILL BE UNINTERRUPTED OR ERRORFREE, THAT ANY OF THE SENCENTRIC SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT IN THE SENCENTRIC SERVICE WILL BE CORRECTED WITHIN A PARTICULAR TIMEFRAME OR AT ALL. FURTHER, THERE IS NO WARRANTY THAT THE SENCENTRIC SERVICE OR ANY OF SENCENTRIC’S PRODUCTS OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANOTHER PERSON. ANY INFORMATION ON OUR SENCENTRIC SERVICE IS SUBJECT TO CHANGE WIHTOUT NOTICE, AND SENCENTRIC DISCLAIMS ALL RESPONSIBILITY FOR SUCH CHANGES. BY USING OUR SERVICE, YOU AGREE TO LOOK SOLELY TO THE ENTITY THAT MANUFACTURED AND/OR SOLD YOU THE DEVICE FOR ANY ISSUES RELATED TO THE DEVICE AND ITS COMPATIBILITY WITH THE SENCENTRIC SERVICE. WE DO NOT ACCEPT RESPONSIBILITY OR OTHERWISE WARRANT THE PERFORMANCE OF YOUR DEVICES, INCLUDING THE CONTINUED COMPATIBILITY WITH OUR SERVICE. IF YOU FAIL TO LOG OUT OF YOUR DEVICE, SUBSEQUENT USERS MAY ACCESS THE SENCENTRIC SERVICE THROUGH YOUR ACCOUNT AND MAY BE ABLE TO ACCESS YOUR PERSONAL ACCOUNT INFORMATION.

 

  1. LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES SHALL SENCENTRIC OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, BUSINESS INTERRUPTIONS, OR LOSS OF PROGRAMS OR INFORMATION, ARISING OUT OF OR RELATED TO YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SENCENTRIC SERVICE OR THE INFORMATION CONTAINED THEREIN, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE, EVEN IF SENCENTRIC OR ANY OF ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL COLLECTIVE LIABILITY OF SENCENTRIC, ITS AFFILIATES, AND THEIR EMPLOYEES, LICENSORS OR CONTRACTORS, IF ANY, WHETHER ARISING UNDER CONTRACT OR BASED UPON A CLAIM OF NEGLIGENCE OR SOME OTHER TORT CLAIM, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SENCENTRIC, IF ANY, FOR THE LICENSE TO ACCESS AND USE THE SENCENTRIC SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF YOUR CLAIM. IF AND TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES CONTAINED HEREIN, SENCENTRIC’S LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED ON, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

  1. Force Majeure. In no event shall Sencentric, or its affiliates, be liable or responsible for any delay or failure in the performance of its obligations under these TOS if such delay or failure, in whole or in part, arises out of or is caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, acts of God, or loss or malfunctions of utilities, communications or software services.

 

  1. Breach of TOS by You. In the event you violate any term or condition of the TOS, Sencentric shall have the right to terminate your license to access and use the Sencentric Service under these TOS, block your access to the Sencentric Service, and pursue all other remedies available to it under applicable law.

 

  1. Indemnification. You agree to indemnify, defend, and hold Sencentric and its affiliates, and their respective officers, directors, employees, and agents harmless from all claims, demands, liabilities and damages of any kind or nature, including, without limitation, attorney’s fees and litigation costs, arising out of or related to your use, or inability to use, the Sencentric Service. You shall indemnify, defend and hold Sencentric harmless from and against any and all liabilities, judgments, obligations, claims, actions, damages, losses, costs and expenses of any nature whatsoever, which arise from or relate to any personal injury, property damage or any other loss based on a claim that the Sencentric Service failed to give adequate warning or alert. Sencentric makes no warranties that the Sencentric service will be compatible with all computers or handheld devices. You are advised to test any computers or handheld devices at home for compatibility and function before relying on such devices away from home.

 

  1. Non-Waiver. No waiver of any provision of these TOS shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Any waiver by any party of any particular condition or provision of the TOS, including this non- waiver provision, shall not constitute a waiver or limitation on that  party's   right   to   enforce   performance   of, or   pursue remedies for the breach of, any other condition or provision of the TOS.

 

  1. Successors and Assigns. This TOS shall constitute binding, continuing obligations between the parties and shall inure to the benefit of and shall be binding upon the parties hereto, their heirs, personal representatives and permitted successors in interest. You may not assign all or any portion of your rights or obligations under this TOS without Sencentric's prior written consent.

 

  1. Governing Law. This TOS shall be governed by and construed in accordance with the laws of the State of California.

 

  1. Jurisdiction, Venue. To the fullest extent permitted by applicable law, each Party agrees: (i) that any claim, suit, action or arbitration proceeding arising out of or relating to the TOS shall be brought only in a state or Federal court located in the County of San Diego, State of California and not in any other state or Federal court; (ii) to submit to the exclusive jurisdiction of such courts and waives and agrees not to assert any objection that the laying of such venue has been brought in an inconvenient forum; and (iii) that a judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. The parties expressly consent to personal jurisdiction over them in any state or federal court in San Diego County, California.

 

  1. Severability. If any court of competent jurisdiction finds any provision or term of the TOS, or of any other document or instrument referred to or contemplated in the TOS, to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining provisions of the TOS shall not be affected thereby.

 

  1. Complete Integration. This TOS constitutes the entire agreement between the parties pertaining to the subject matter of the TOS and supersedes all prior discussions, negotiations, understandings, representations and agreements, whether oral or written.

 

  1. Electronic Execution. Execution of the TOS shall occur and may be evidenced by transmission of your electronic assent to its terms through your clicking the "Agree" button on registration for the Sencentric Service or downloading, accessing and using the Sencentric Service. At any time, you may print or download a copy of the TOS for your records from http://www.sencentric.com/.

 

  1. Arbitration. It is agreed that any and all disputes arising under this TOS, or under any instrument made to carry out the terms of this TOS, shall be settled by binding arbitration. The parties shall select one neutral arbitrator, if the parties cannot agree, then the court in San Diego County may appoint one whose decision shall be confirmed and may be enforced in any court of competent jurisdiction. The site of the arbitration shall be San Diego, County, California. The proceedings before the arbitrator shall be governed by the rules of the California Arbitration Act. The prevailing party in any arbitration under this Agreement, or in any legal proceeding brought to enforce the right to arbitration or the arbitrators’ award, shall be entitled to recover its attorneys’ fees and costs, including expert witness fees, from the non-prevailing party.

 

  1. Modifications. Sencentric reserves the right to amend the terms of these TOS at any time without prior notice. Any such amendment will be effective following either a dispatch of a notification to you or our posting of the amendment on the Sencentric website http://www.sencentric.com/. If you do not agree to any change to these TOS, you must discontinue using the Sencentric Service immediately. You can review the most recent version of the TOS at http://www.sencentric.com/. It is your responsibility to periodically check the aforementioned website from time to time to review the then current TOS because such terms shall be legally binding on you. You agree that each time you access or use the Sencentric Service you shall be subject to the then current TOS, and that your continued use of the Sencentric service now or following any modifications confirms that you have read and agreed to be bound by such modifications and constitutes your acceptance to any and all changes to the TOS. If you do not agree to abide by the terms contained within these TOS, or any future TOS, do not use or access, or continue to use or access the Sencentric Service.