1. Use of Our ServiceCentriq provides a place for homeowners and consumers to get more performance out of their homes by empowering them with actionable information and notification prompts that aid in the operation, repair, maintenance and replacement of all home products that Users register in the Service, including, but not limited to, building finishes and systems, appliances, electronics, equipment, plants, trees, furnishings and personal items. The Service is also a platform where Users can upload User Content (as defined below) such as product manuals and guides. Users can also find repair professionals through the Service and lookup recalls on products installed or used at the User’s address that have been registered within the Service.
A. EligibilityThis Agreement is a contract between you and Centriq. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Centriq, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 16 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Centriq.
B. Centriq ServiceSubject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal and noncommercial use only or internal business use only and as permitted by the features of the Service for which you have access and for the term of your applicable subscription or other permitted use hereunder. Centriq reserves all rights not expressly granted herein in the Service and the Centriq Content (as defined below).
C. Centriq AccountsIf you register for an account, your Centriq account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. By connecting to Centriq with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Centriq immediately of any breach of security or unauthorized use of your account. Centriq will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your instance of the Centriq mobile application. By providing Centriq your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your instance of the Centriq mobile application. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
D. Permanent and Temporary Transfer of AccountsIf you are a real estate professional, property manager or homeowner, you may permanently or temporarily transfer your Centriq account to a third party, such as, a new homeowner, including with respect to use and control of your User profile solely through our website or through your instance of the Centriq mobile application, provided that the third party transferee of your Centriq account expressly agrees to the terms of this Agreement. Even if you transfer your account to a third party, you will remain responsible for all activity under your account and any User Content you have posted or uploaded within the Service. If you do not want a third party transferee to view or have any access to the information, including User Content, in your account, you must delete such information from your account prior to transferring your account.
E. Service RulesYou agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Centriq servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Centriq grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Centriq.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) except in connection with a purchase of a home, using the Service for any commercial solicitation or other business purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) using the User Content or Centriq Content for commercial or business use; or (xiv) harassing or stalking any other Users that you interact with through the Service (whether online or offline). Accessing any audiovisual content that may be available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Service. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Centriq Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. You are solely responsible for your interactions with other Centriq Users and/or repair providers. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Centriq shall have no liability for your interactions with other Users, or for any User’s action or inaction, whether online or offline.
2. User ContentSome areas of the Service allow Users to post or provide content such as profile information, videos, photos, images, comments, questions, and other content or information such as product manuals, serial numbers and images (any such materials a User submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours. If you elect to share your User Content, such as a comment regarding how to fix a product, through the Service, you agree to allow others to view and/or share your User Content in accordance with your settings and this Agreement. Centriq has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. Centriq reserves the right, but is not obligated, to reject and/or remove any User Content that Centriq believes, in its sole discretion, violates any of these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties. If you post User Content that is associated with an address that you do not own, such as if you are a real estate professional or individual hired by a real estate professional or home warranty company, and you use the Service, you represent and warrant that you have the consent of the homeowner to upload and post such User Content.
- Your User Content and Centriq’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- Centriq may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. You agree not to post or upload any User Content that does not accurately depict the appliances or products in your home or located at a particular address.
3. User Content License GrantBy posting or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Centriq a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Centriq’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content that you have elected to make public or that you have shared through the Service, and to use, reproduce, distribute, publicly display and publicly perform such User Content as permitted through the functionality of the Service and under this Agreement.
4. Mobile Software
A. Mobile SoftwareWe may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Centriq does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Centriq hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Centriq account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Centriq may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Centriq or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Centriq reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Centriq Service.
B. Mobile Software from iTunes or Apple App StoreThe following applies to any Mobile Software you acquire from the iTunes Store or Apple App Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Centriq, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Centriq as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Centriq as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Centriq, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Centriq acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.
5. Our Propietary RightsExcept for your User Content or Third Party Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Centriq Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Centriq and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Centriq Content. Use of the Centriq Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Centriq under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Centriq does not waive any rights to use similar or related ideas previously known to Centriq, or developed by its employees, or obtained from sources other than you.
6. Third Party ContentCertain information and other content on the Service may be the material of third party licensors and suppliers to Centriq, such as branding or logos of a sponsor of a white-labeled version of the Service or recall information (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the owner. You agree to only use and display the Third Party Content for your personal or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. CENTRIQ DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Paid Services
A. Billing PoliciesCertain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms that are displayed when you make such purchase, as we may update them from time to time. Even if a particular aspect of the Service is currently provided free of charge, Centriq may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. Fees and applicable taxes will be billed to the credit card or other payment account you provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. Certain offers and discounts may be offered from time to time for limited time periods. By using a paid aspect of the Service, you consent to receiving electronic communications from Centriq. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Service. These electronic communications are part of your relationship with Centriq and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You acknowledge and agree that Centriq will automatically charge your credit card or other payment account on record with Centriq in connection with your use of the Service: (i) for monthly, quarterly or annual subscriptions, in advance of each subscription term, for the subscription you have selected and any additional Service added to your subscription; (ii) in arrears for any additional Service or overages you have used or added to your subscription during the prior subscription term; and (iii) on purchase of any pay per use Service. If you purchase credits for rights to use certain portions of the Service, credits have no cash value and they cannot be transferred or sold. Credits may only be exchanged for the limited right to use certain portions of the Service for a limited time period. Credits will expire as indicated in your account and you will not be able to use them once they expire. All credits will also expire immediately upon the cancellation or termination of your account unless used prior to cancellation or termination. Monthly, quarterly or annual subscriptions will automatically renew for the same term as the initial term as set forth in the Term and Termination Section below. You cancel such renewing subscription as set forth in the Term and Termination Section below.
B. No RefundsYou may cancel your Centriq account at any time; however, there are no refunds for cancellation. Except as set forth in the Term and Termination section below, in the event that Centriq suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Centriq Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
C. Risk of LossAll products that may be purchased from or via the Service are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Centriq. Title to products purchased on the Service, as well as the risk of loss for such products, passes to you when Centriq or our supplier delivers these items to the carrier.
D. Payment Information; TaxesAll information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. If payment is not received or cannot be charged to your credit card or other payment account for any reason in advance, Centriq reserves the right to either suspend or terminate your access to the Service.
E. California ResidentsThe provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254. You may contact us at email@example.com to obtain an emailed or hard copy of this Agreement.
8. No Professional AdviceThe Service does not provide professional medical, legal, or financial advice. All information on or through the Service, including, without limitation, any User Content or Third Party Content is for informational purposes only and should not be construed as professional advice. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area. Centriq does not verify the accuracy or the source of User Content or Third Party Content that is posted on the Service. The Service includes product recall information regarding products installed or used at your address that have been registered within the Service. The Service checks products that you have registered in the Service against the Consumer Product Safety Commission’s recall database and notifies you through the Service of recalls on your registered products. Centriq does not guarantee the accuracy of such recall information and it is provided as a convenience only. Centriq is not responsible for inaccuracies in the Consumer Product Safety Commission’s recall database or in the data that Centriq receives from the database. The Service may not report all recalls to you and the Service may not have up to date recall information. If a particular product is checked against the Consumer Product Safety Commission’s recall database, there will be an indicator in the Service that either no recall was found or that there is an identified potential recall. If there is neither of the foregoing indicators, then the Service has not checked the Consumer Product Safety Commission’s recall database. You are responsible for checking for recalls on your own products. Any recall checks that Centriq performs are limited to the data from the Consumer Product Safety Commission’s recall database and no recall checks are performed on items not included in such database, including, without limitation, automotive items or car seats. Centriq does not perform any recall checks of the NHTSA databases.
9. Text MessagingYou may sign up to receive certain Centriq notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.
11. SecurityCentriq uses commercially reasonable physical, managerial, and technical safeguards designed to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
12. DMCA NoticeSince we respect artist and content owner rights, it is Centriq’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Centriq’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit Centriq to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.