Centzy Terms
of Service
Centzy is a service
that provides information concerning prices, hours, and ratings for every business in
your city.
Please
read these Terms of Service (collectively with Centzy,
Inc.ís Privacy Policy (http://centzy.com/privacy_policy) and DMCA Copyright Policy
(http://centzy.com/dmca_policy), the "Terms of Service") fully and carefully
before using http://centzy.com (the "Site") and the services, features,
content or applications offered by Centzy, Inc. ("we",
"us" or "our") (together with the Site, the "Services").
These Terms of Service set forth the legally binding terms and conditions for
your use of the Site and the Services.
1. Acceptance of Terms.
a. By using the
Services in any manner, including but not limited to visiting or browsing the Site,
you agree to these Terms of Service and all other operating rules, policies and
procedures that may be published from time to time on the Site by us, each of
which is incorporated by reference and each of which may be updated from time to
time without notice to you.
b. Certain of the
Services may be subject to additional terms and conditions specified by us from
time to time; your use of such Services is subject to those additional terms
and conditions, which are incorporated into these Terms of Service by this
reference.
c.
These
Terms of Service apply to all users of the Services, including, without
limitation, users who are contributors of content, information, and other materials
or services, registered or otherwise.
2. Eligibility. You represent and warrant that you are
at least 13 years of age. If you are under age 13, you may not, under any
circumstances or for any reason, use the Services. We may, in our sole
discretion, refuse to offer the Services to any person or entity and change its
eligibility criteria at any time. You are solely responsible for ensuring that
these Terms of Service are in compliance with all laws, rules and regulations
applicable to you and the right to access the Services is revoked where these
Terms of Service or use of the Services is prohibited or to the extent
offering, sale or provision of the Services conflicts with any applicable law,
rule or regulation. Further, the Services are offered only for your use, and
not for the use or benefit of any third party.
3. Content.
a. Definition. For purposes of these Terms of Service,
the term "Content" includes, without limitation, videos, audio clips,
written posts and comments, information, data, text, photographs, software,
scripts, graphics, and interactive features generated, provided, or otherwise
made accessible on or through the Services. For the purposes of this Agreement,
"Content" also includes all User Content (as defined below).
b. User Content. All Content added, created, uploaded,
submitted, distributed, or posted to the Services by users (collectively "User
Content"), whether publicly posted or privately transmitted, is the sole responsibility
of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you using the
Services is at your own risk and you will be solely responsible for any damage
or loss to you or any other party resulting therefrom.
c.
Notices and
Restrictions.
The Services may contain Content specifically provided by us, our partners or our
users and such Content is protected by copyrights, trademarks, service marks,
patents, trade secrets or other proprietary rights and laws. You shall abide by
and maintain all copyright notices, information, and restrictions contained in
any Content accessed through the Services.
d. Use License. Subject to these Terms of Service, we
grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to
download and display locally) Content solely for personal, non-commercial
purposes. Use, reproduction, modification, distribution or storage of any
Content for other than personal, non-commercial use is expressly prohibited. You
shall not sell, license, rent, or otherwise use or exploit any Content for
commercial use or in any way that violates any third party right.
e.
License Grant. By submitting
User Content through the Services, you hereby do and shall grant us a
worldwide, non-exclusive, royalty-free, fully paid, sublicensable
and transferable license to use, edit, modify, reproduce, distribute, prepare
derivative works of, display, perform, and otherwise fully exploit the User
Content in connection with the Site, the Services and our (and our successorsí
and assignsí) businesses, including without limitation for promoting and
redistributing part or all of the Site or the Services (and derivative works
thereof) in any media formats and through any media channels (including,
without limitation, third party websites and feeds). You also hereby do and
shall grant each user of the Site and/or the Services a non-exclusive license
to access your User Content through the Site and/or the Services, and to use,
edit, modify, reproduce, distribute, prepare derivative works of, display and
perform such User Content. For clarity, the foregoing license grants to us and
our users does not affect your other ownership or license rights in your User
Content, including the right to grant additional licenses to your User Content,
unless otherwise agreed in writing. You represent and warrant that you have all
rights to grant such licenses to us without infringement or violation of any
third party rights, including without limitation, any privacy rights, publicity
rights, copyrights, contract rights, or any other intellectual property or
proprietary rights.
f.
Availability of
Content.
We do not guarantee that any Content will be made available on the Site or
through the Services. Further, we have no obligation to monitor the Site or the
Services. However, we reserve the right to (i) remove, edit or modify any
Content in our sole discretion, at any time, without notice to you and for any
reason (including, but not limited to, upon receipt of claims or allegations
from third parties or authorities relating to such Content or if we are
concerned that you may have violated these Terms of Service), or for no reason
at all and (ii) to remove or block any Content from the Services.
4. Rules of Conduct.
a. As a condition
of use, you promise not to use the Services for any purpose that is prohibited
by these Terms of Use. You are responsible for all of your activity in
connection with the Services.†
b. You shall not
(and shall not permit any third party to) either (a) take any action or (b)
upload, download, post, submit or otherwise distribute or facilitate
distribution of any Content on or through the Service, including without
limitation any User Content, that:
i.
infringes
any patent, trademark, trade secret, copyright, right of publicity or other
right of any other person or entity or violates any law or contractual duty (see
our DMCA Copyright Policy (centzy.com/dmca_policy));
ii.
you
know is false, misleading, untruthful or inaccurate;
iii. is unlawful,
threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent,
invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive,
profane, contains or depicts nudity, contains or depicts sexual activity, or is
otherwise inappropriate as determined by us in our sole discretion;
iv. constitutes
unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
v. contains software
viruses or any other computer codes, files, or programs that are designed or
intended to disrupt, damage, limit or interfere with the proper function of any
software, hardware, or telecommunications equipment or to damage or obtain
unauthorized access to any system, data, password or other information of ours
or of any third party;
vi. impersonates any
person or entity, including any of our employees or representatives; or
vii. includes anyoneís
identification documents or sensitive financial information.
c.
You
shall not: (i) take any action that imposes or may impose (as determined by us
in our sole discretion) an unreasonable or disproportionately large load on our
(or our third party providersí) infrastructure; (ii) interfere or attempt to
interfere with the proper working of the Services or any activities conducted
on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any
measures we may use to prevent or restrict access to the Services (or other
accounts, computer systems or networks connected to the Services); (iv) run any
form of auto-responder or "spam" on the Services; (v) use manual or automated
software, devices, people, or other processes to "crawl" or "spider" any page of the Site;
(vi) harvest or scrape any Content from the Services; or (vii) otherwise take
any action in violation of our guidelines and policies.
d. You shall not
(directly or indirectly): (i) decipher, decompile, disassemble, reverse
engineer or otherwise attempt to derive any source code or underlying ideas or
algorithms of any part of the Services (including without limitation any
application), except to the limited extent applicable laws specifically
prohibit such restriction, (ii) modify, translate, or otherwise create
derivative works of any part of the Services, or (iii) copy, rent, lease,
distribute, or otherwise transfer any of the rights that you receive hereunder.
You shall abide by all applicable local, state, national and international laws
and regulations.
e.
We
also reserve the right to access, read, preserve, and disclose any information
as we reasonably believe is necessary to (i) satisfy any applicable law,
regulation, legal process or governmental request, (ii) enforce these Terms of
Service, including investigation of potential violations hereof, (iii) detect,
prevent, or otherwise address fraud, security or technical issues, (iv) respond
to user support requests, or (v) protect the rights, property or safety of us,
our users and the public.
5. Third Party Services. The Services
may permit you to link to other websites, services or resources on the Internet,
and other websites, services or resources may contain links to the Services.
When you access third party resources on the Internet, you do so at your own
risk. These other resources are not under our control, and you acknowledge that
we are not responsible or liable for the content, functions, accuracy,
legality, appropriateness or any other aspect of such websites or resources.
The inclusion of any such link does not imply our endorsement or any
association between us and their operators. You further acknowledge and agree
that we shall not be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection with the use
of or reliance on any such content, goods or services available on or through
any such website or resource.
6. Termination. We may terminate your access to all or
any part of the Services at any time, with or without cause, with or without
notice, effective immediately. All provisions of these Terms of Service which
by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers,
indemnity and limitations of liability.
7. Warranty Disclaimer.
a. We have no
special relationship with or fiduciary duty to you. You acknowledge that We
have no control over, and no duty to take any action regarding:
i.
which
users gain access to the Services;
ii.
what
Content you access via the Services;
iii. what effects the
Content may have on you;
iv. how you may
interpret or use the Content; or
v. what actions you may
take as a result of having been exposed to the Content.
b. You release us
from all liability for you having acquired or not acquired Content through the
Services. The Services may contain, or direct you to websites containing,
information that some people may find offensive or inappropriate. We make no
representations concerning any Content contained in or accessed through the
Services, and it will not be responsible or liable for the accuracy, copyright
compliance, legality or decency of material contained in or accessed through
the Services.
c.
THE
SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR
USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT
THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR
SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR
REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES
DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS
MAY NOT APPLY TO YOU.
8. Indemnification. You shall defend, indemnify,
and hold harmless us, our affiliates and each of our and their respective
employees, contractors, directors, suppliers and representatives from all
liabilities, claims, and expenses, including reasonable attorneysí fees, that
arise from or relate to your use or misuse of, or access to, the Services,
Content, or otherwise from your User Content, violation of these Terms of
Service, or infringement by you, of any intellectual property or other right of
any person or entity. We reserve the right to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which
event you will assist and cooperate with us in asserting any available
defenses.
9. Limitation of Liability. IN NO EVENT
SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT
PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY
OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST
PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES
OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II)
FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF
ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF
ONE HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.
10. Governing Law and Jurisdiction. These Terms of
Service shall be governed by and construed in accordance with the laws of the
State of New York, including its conflicts of law rules, and the United States
of America. You agree that any dispute arising from or relating to the subject
matter of these Terms of Service shall be governed by the exclusive
jurisdiction and venue of the state and Federal courts of New York County, New
York.
11. Entire Agreement and Severability. These Terms of
Service are the entire agreement between you and us with respect to the
Services, including use of the Site, and supersede all prior or contemporaneous
communications and proposals (whether oral, written or electronic) between you
and us with respect to the Services. If any provision of these Terms of Service
is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that these Terms of Service will
otherwise remain in full force and effect and enforceable. The failure of
either party to exercise in any respect any right provided for herein shall not
be deemed a waiver of any further rights hereunder.
†
12. Modification. We reserve the right, in our sole
discretion, to modify or replace any of these Terms of Service, or change,
suspend, or discontinue the Services (including without limitation, the
availability of any feature, database, or content) at any time by posting a
notice on the Site or by sending you notice through the Services, via e-mail or
by another appropriate means of electronic communication. We may also impose
limits on certain features and services or restrict your access to parts or all
of the Services without notice or liability. While we will timely provide
notice of modifications, it is also your responsibility to check these Terms of
Service periodically for changes. Your continued use of the Services following notification
of any changes to these Terms of Service constitutes acceptance of those
changes.
13. Miscellaneous.
a. Force Majeure. We shall not be liable for any failure
to perform our obligations hereunder where such failure results from any cause
beyond our reasonable control, including, without limitation, mechanical,
electronic or communications failure or degradation.
b. Assignment. These Terms of Service are personal to
you, and are not assignable, transferable or sublicensable
by you except with our prior written consent. We may assign, transfer or
delegate any of our rights and obligations hereunder without consent.
c.
Agency. No agency, partnership,
joint venture, or employment relationship is created as a result of these Terms
of Service and neither party has any authority of any kind to bind the other in
any respect.
d. Notices. Unless otherwise specified in these
Term of Service, all notices under these Terms of Service will be in writing
and will be deemed to have been duly given when received, if personally
delivered or sent by certified or registered mail, return receipt requested;
when receipt is electronically confirmed, if transmitted by facsimile or
e-mail; or the day after it is sent, if sent for next day delivery by
recognized overnight delivery service. Electronic notices should be sent to legal@centzy.com.
e.
No Waiver. Our failure to
enforce any part of these Terms of Service shall not constitute a waiver of our
right to later enforce that or any other part of these Terms of Service. Waiver
of compliance in any particular instance does not mean that we will waive
compliance in the future. In order for any waiver of compliance with these
Terms of Service to be binding, we must provide you with written notice of such
waiver through one of our authorized representatives.
f.
Headings. The section
and paragraph headings in these Terms of Service are for convenience only and
shall not affect their interpretation.
Contact.
You may contact us at the following address:
175 Varick St, 4th Fl.
New York, New York
U.S.A.
10014
Effective Date
of Terms of Service:
June 29, 2011