Centivo Corporation (“Centivo”) has created the following Terms & Conditions of Use (“Terms & Conditions”) to apply to users and clients of this website our employer portal at employer.centivo.com and client.centivo.com (“Employer Portal”), our provider portal at provider.centivo.com (“Provider Portal”), our referral portal at referrals.centivo.com (“Referral Portal”), our pre-enrollment websites (“Pre-Enrollment Sites”), our Member Portal at my.centivo.com, and our mobile app (“App”), which is accessible through tablets, smart phones, and other devices, and all digital assets contained or offered therein (collectively, our “Services”).
We provide our Services to Members and Authorized Users subject to the following terms of use (“Terms of Use”).
These Terms & Conditions are integrated into the Privacy Notice centivo.com/privacy-policy.
Except as otherwise proscribed by applicable law, in the event of any inconsistency between the English language version and local language version of this Terms & Conditions, the English Language Version will prevail.
GENERAL INFORMATION
Please carefully read these Terms & Conditions before using our Services. By using our Services, you agree to be bound by the Terms & Conditions, including the Binding Arbitration Clause and Class Action Waiver described below, and the Privacy Notice centivo.com/privacy-policy.
If you do not agree to any of these Terms & Conditions, then you must not use our Services. If you violate the Terms & Conditions, we reserve the right to deny you access to our Services, together with any and all other legal remedies.
The headings used are included for convenience only and will not limit or otherwise affect these Terms & Conditions.
Use the Services at your own risk. The content and Services are for your general Personal Information and use only.
The Terms & Conditions are between you and Centivo, and they govern your access and use of the Services.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
2. Ownership
The Site is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Centivo and its licensors exclusively own all right, title, and interest in and to the Site, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site.
You may view all content on the Site (the “Content”) for your own internal business use and not for any other use, including any commercial use, without the prior written consent of Centivo. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Site automatically terminates and you must immediately destroy any copies you have made of the Site.
The trademarks, service marks, and logos of Centivo (the “Centivo Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Centivo. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Centivo Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Centivo Trademarks inures to our benefit.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
NON-EXCLUSIVE, NO-TRANSFERABLE LICENSE TO USE OUR SERVICES
We grant you a limited, revocable, non-exclusive, non-transferable license to review and in some instances print content from our Services (e.g., our website) for your personal and educational purposes as long as they do not violate any aspect of these Terms & Conditions or applicable law, including our intellectual property and other proprietary rights in and to the Services or the intellectual property rights of another party. We reserve the right to terminate or limit your access to our Services and/or the licenses granted for any reason (or no reason) and in our sole discretion.
We reserve the right to, at any time, temporarily or permanently, modify or discontinue any features associated with the Services with or without notice and, for any reason, including performing maintenance, repairs, or upgrades. We will endeavor to provide notice before any scheduled upgrades. We (and our licensors) remain the sole owner of all rights, title, and interest in the Services. 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.
Centivo is under no obligation to accept any individual as a Member or an Authorized User and may accept or reject any registration in its sole and complete discretion. In addition, Centivo may deactivate any account at any time, including, without limitation, if it determines that a Member or an Authorized User has violated these Terms & Conditions.
NO MEDICAL ADVICE
You acknowledge and agree that Centivo does not itself provide any form of medical care, medical opinion, medical advice, diagnosis, or treatment, and that Centivo does not evaluate the need to seek medical attention, through the Centivo Portals, and/or the Services. The Content (as defined below) of the Centivo Portals, and the Services are for informational purposes only, and the provision of such Content does not create a doctor-patient relationship, and does not constitute a medical opinion, medical advice, or diagnosis or treatment of any particular condition. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. You should always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition. If you think you have a medical emergency, call your doctor or 911 immediately.
COMMUNITY GUIDELINES
In addition to other prohibitions as set forth in the Terms & Conditions, you are prohibited from using the Services or its related content:
- for any unlawful purpose or fraudulent purpose, including but not limited to, the use of fraudulent credit card information
- to solicit others to perform or participate in any unlawful or prohibited acts;
- to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
- infringes upon or violates our intellectual property or proprietary rights of us or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others or delete the copyright or other proprietary rights notice from any content;
- to harass, abuse, insult, harm, defame, slander, annoy, disparage, intimidate, or discriminate based upon gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- to submit false or misleading information or otherwise attempt to mislead or impersonate another; to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Services including our website (or related website, other websites, or the Internet) or Services;
- to collect or track the Personal Information of others;
- to send advertising or promotion materials, spam, phish, pharm, pretext, spider, crawl, scrape or facilitate the use of any malware or ransomware;
- for any damaging, obscene or immoral purpose;
- to interfere with or circumvent the security features of the website (or related website, other websites, or the Internet) and/or Services, including those to prevent copying of content or that limit use;
- to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
- to systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
- to make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
- to use a buying agent or purchasing agent to make purchases on the website;
- to use the Services to advertise or offer to sell goods and services;
- to engage in unauthorized framing of or linking to the Services;
- to engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
- to interfere with, disrupt, or create an undue burden on the website or the networks or services connected to the Services;
- to sell or otherwise transfer your profile;
- to use the Services as part of any effort to compete with us or otherwise use the Services and/or the content for any revenue-generating endeavor or commercial enterprise;
- to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the website;
- to copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
- to upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, malicious code, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services;
- to upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
- except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software; or
- in any way that may be deemed a breach or violation of any of our Terms & Conditions or Privacy Notice centivo.com/privacy-policy. We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.
We reserve the right, in our sole and absolute discretion, to deny you access to the Centivo Portals, or any portion of the Centivo Portals, without notice, and to remove any content that does not adhere to these restrictions.
CHILDREN’S INFORMATION
Our Services, including our website and any mobile applications, are intended only for users over the age of eighteen (18).
CHILDREN: If you are under eighteen (18) years of age, please do not use or access our Services at any time or in any manner. Please Contact Us centivo.com/get-in-touch at privacy@centivo.com if you believe that we have mistakenly or unintentionally collected information from a child under the age of eighteen (18). We will take prompt and appropriate steps to delete it.
PERSONAL INFORMATION & PRIVACY
Please refer to our Privacy Notice centivo.com/privacy-policy on our website for information about the types of Personal Information we collect, how we use it, how you can control the use and disclosure of it, and how you may access and update information about you provided to us. You understand that your Personal Information may be transferred over various networks, and there may be changes to such information to confirm and adapt to technical requirements of connecting networks or devices.
Authorized Users: We will setup an account for you on the Employer Portal or the Provider Portal, as applicable. In order to setup your account, you will be required to provide us with your name, email address, and Tax ID/NPI number (only for providers) and we will provide you with your username and initial password. You are responsible for the confidentiality of your account. You will promptly inform us of any need to deactivate a username or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.
INTELLECTUAL PROPERTY
All content, features, and functionality available through our Services, including but not limited to design, artwork, hyperlinks, text, videos, calendars, software, images, technical drawings, blog posts, podcasts, audio, images, art, code, configurations, graphics, other files, and their selection and arrangement (“Materials”) are either the proprietary property of us, our affiliates, or licensors and are protected by United States and international intellectual property and proprietary rights laws. We reserve any and all rights to the Materials. The Materials may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means in whole or in part without our prior written permission except you may download and print Materials for non-commercial uses that are not competitive with or derogatory to us, provided that you keep all copyright or other proprietary notices intact, do not alter such Materials, and do not further reproduce, publish or distribute such Materials. Please note that this limited consent may be revoked at any time by us and does not include consent to republish Materials on the Internet, or any intranet or extranet site, or to incorporate the Materials in any database or other compilation. Any other use of the Materials is strictly prohibited. You further agree that you will not systematically extract, collect, or harvest through electronic means or otherwise, any data or data fields from our Services, including but not limited to customer identities or Personal Information (as defined in our Privacy Notice centivo.com/privacy-policy.
All registered and unregistered trademarks visible or accessible through our Services are trademarks of Centivo, or licensors, and may not be copied, imitated, or used in whole or in part without the prior written permission of us, or our owners. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours or our affiliates and may not be copied, imitated, or used in whole or in part without our prior written permission.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
MEMBER GENERATED CONTENT
Members may post and/or create content through the Services (collectively, the “Member Generated Content”). We cannot and do not review it all. That said, we may remove Member Generated Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion.
You expressly acknowledge and agree that once you submit your Member Generated Content for inclusion into the Services, it will be accessible by Authorized Users of your employer and healthcare provider. YOU, AND NOT CENTIVO, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR MEMBER GENERATED CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.
You retain all copyrights and other intellectual property rights in and to the Member Generated Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, reproduce, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit and create derivative works based on your Member Generated Content as reasonably necessary to provide the Services.
If you submit Member Generated Content to us, each such submission constitutes a representation and warranty to Centivo that such Member Generated Content is your original creation (or that you otherwise have the right to provide the Member Generated Content), that you have the rights necessary to grant the license to the Member Generated Content under the prior paragraph, and that it and its use by Centivo and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates the terms of this Agreement.
ACCURACY, COMPLETENESS, & TIMELINESS OF INFORMATION
- a. Errors, Inaccuracies, & Omissions
Our Services, including our website and application, may contain typographical errors, inaccuracies, or omissions that may relate to company offerings, promotions, packages, programs, events, and materials. We do not warrant the accuracy, completeness, or usefulness of this information. We disclaim all liability and responsibility placed on such information by you, or by anyone who may be informed of any of its contents.We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders or programs if any information about the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order, request, submission, payment, form, etc.).We do not take on any obligation to update, amend, or clarify information in the Services or on any related website, including without limitation, pricing, dates, availability, location, products, and services, except as required by law.No specified update or refresh data applied in the Services or on any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.
- b. Links to the Services
You may not create a link to any page of our Services without our prior written consent. If you do create a link to a page of our Services, you do so at your own risk and the exclusions and limitations set out above will apply to your use of our Services by linking to it. - c. Links on the Services to Third Party Websites
Our Services may contain links to third-party websites, mobile applications, or social media platforms. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such. We are not responsible for examining or evaluating the content or accuracy of any other website and do not warrant and will not have any liability or responsibility for any other party’s materials or websites or for any other materials, products, or services of other websites. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any other party’s websites or other platforms. Please review carefully other party’s website notices, policies, and practices and make sure you understand them before you engage in any transaction. Claims, complaints, questions, or concerns regarding other parties should be directed to that party.
WARRANTY DISCLAIMER AND LIMITATION OF DAMAGES AND LIABILITY
OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED ON AN “AS IS” BASISWITHOUT ANY REPRESENTATION WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, ANDANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THEM AT ANY TIME WITHOUT NOTICE TO YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES RELATING TO OUR SERVICES, OR RELATED CONTENT, FOR WHICH IS OR MAY BE PROVIDED BY ANY AFFILIATES OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES OR OMISSIONS IN OUR SERVICES AND/OR OUR LITERATURE. YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SERVICE OR ANY OF ITS CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING THE SERVICE.
THE CONTENT PROVIDED ON THE CENTIVO PORTALS, THE SERVICES AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH THE CENTIVO PORTALS AND THE SERVICES BY CENTIVO IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU THINK YOU OR YOUR FAMILY MEMBER(S) MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE EMERGENCY ROOM IMMEDIATELY.
IN NO CASE SHALL WE, OUR EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR DAMAGES CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS AND PROGRAMS AND THE DATA THEREON, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE ARISING YOU’RE YOUR USE OF THE SERVICES OR IN ANY WAY RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY USE OF THE SERVICES OR ANY CONTENT OR PRODUCT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE. IN ANY EVENT, THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES AND OUR SERVICE PROVIDERS UNDER THESE TERMS & CONDITIONS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEGED THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN THE CASE OF JURISDICTIONS THAT RESTRICT LIMITATION CLAUSES, THE ABOVE LIMITATIONS SHALL BE APPLIED TO THE GREATEST EXTENT PERMITTED BY THE RELEVANT LAW IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS DO NOT, IN ANY WAY, EXCLUDE ANY LIABILITY OF US, OUR LICENSORS, OR ANY MEMBER OF CENTIVO WHERE IT WOULD BE UNLAWFUL TO DO SO.
You agree to defend, indemnify, and hold harmless Centivo and its directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all their successors and assigns with respect to claims, costs (including attorneys’ fees and costs), damages, liability and expenses or obligations of any kind arising out of or in connection with your access to or misuse of the Site. Centivo reserves the right to assume the exclusive defense and control of any claim subject to indemnification, and in such case, you agree to cooperate with us to defend such claim.
INDEMNIFICATION
To the fullest extent permitted by law, and except to the extent arising from our gross negligence or intentional misconduct, you agree to defend, indemnify, and hold harmless Centivo, its affiliates, subsidiaries, and our employees, contractors, licensors, service providers, subcontractors, suppliers, interns and their officers, directors, employees or agents from any claims or demand, including reasonable attorneys’ fees, disbursements, and costs, made by any third party due to or arising out of your breach of these Terms & Conditions, our Privacy Notice, or the documents they incorporate by reference, or your violation of any law or rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses. You shall not settle any actions or claims on our behalf without our prior written consent.
COMPLIANCE WITH APPLICABLE LAWS
The Centivo Portals and the Services are based in the United States and are intended to be used only by residents of the United States. We make no claims concerning whether the Centivo Portals, the Services, the Content, or the Member Generated Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Centivo Portals, the Services, the Content, or the Member Generated Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
GOVERNING LAW
The Terms & Conditions and any separate agreements whereby we provide you services shall be governed and construed in accordance with the courts and laws of the State of New York without reference to any conflict of law rules.
You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
- a. Arbitration Notice
You and we agree that if there u is any dispute or claim arising from or related to our Services, these Terms & Conditions, and/or the Privacy Notice it will be resolved by confidential binding arbitration in Borough of Manhattan, New York City, NY, rather than in court, after first giving Notice of the Dispute (“Notice”) to the other party and the opportunity to discuss resolution within thirty (30) days of such notice. The notice to us should be sent to 199 Scott Street, Suite 800, Buffalo, New York 14204. This notice must include a description of the nature and basis of the claims the party is asserting, and the relief sought.If you and we are unable to resolve the claims described in the notice within thirty (30) days after the notice is sent, you or Centivo may initiate arbitration proceedings. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms & Conditions as a court would. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.The Federal Arbitration Act and federal arbitration law apply, and the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.Any election to arbitrate, at any time, shall be final and binding on the other party.
The arbitration shall be held in New York City, NY, or at another mutually agreed-upon location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and us unless the arbitrator requires otherwise.
All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York including recognized principles of equity and will honor all claims of privilege recognized by applicable law. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding any provision in these Terms & Conditions to the contrary, you and Centivo agree that if we make any change to this section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this section, any such termination shall not be effective until thirty (30) days after the version of the Terms & Conditions containing this section is posted to the website and shall not be effective as to any claim that was filed in a proceeding against us prior to the effective date of termination.
CLASS ACTION WAIVER: YOU AND CENTIVO AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring a suit in court to enjoin infringement or other misuse of intellectual property rights.
We also both agree that Centivo may bring a suit in court seeking injunctive relief as necessary to protect Centivo’s proprietary interests.
- b. Claims and Disputes Must be Filed Within One Year
To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim you may have with respect to your use of the Services, including, without limitation, any website or mobile application or other Services-related product, services, or other content must be commenced within one (1) year after the claim or cause of action arises. This section applies to you and your heirs, successors, and assigns.
SEVERABILITY
To the extent that any provision of these Terms & Conditions is deemed to be unlawful, void, or unenforceable, including the binding arbitration clause and class action waiver, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms & Conditions. Such determination shall not affect the validity and enforceability of any other remaining provisions.
TERMINATION
These Terms & Conditions are effective until terminated. We may terminate this agreement at any time without notice to you and may deny you access to our Services.
NO THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries to the Terms & Conditions. We shall have the right to assign our rights or delegate any of its responsibilities under these Terms & Conditions to an affiliate or in connection with a merger, consolidation, or reorganization for the sale of substantially all of our assets.
ACCESSIBILITY
Please see our Accessibility page centivo.com/accessibility if you experience any difficulty accessing any of the Services.
CHANGES TO THESE TERMS & CONDITIONS
We reserve the right to change, modify, or amend these Terms & Conditions at any time to reflect changes in our practices and service offerings. If we modify our Terms & Conditions, such changes will be effective upon posting. It is your obligation to check our current Terms & Conditions for any changes. These Terms & Conditions may only be modified in writing. Any ambiguities in the interpretation will not be construed against the drafter.
HOW TO CONTACT US
If you have any questions about the Terms & Conditions, please contact us:
Email:
privacy@centivo.com
Address:
Centivo Privacy Officer
199 Scott Street, Suite 800
Buffalo, New York 14204
Last Updated: October 3, 2024
Copyright 2024 Centivo Corporation. All rights reserved.