1. COMMODITIES NOTICE
"PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. HYPOTHETICAL PERFORMANCE RESULTS MAY HAVE MANY INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. IN FACT, THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY ANY PARTICULAR TRADING PROGRAM."
"ONE OF THE LIMITATIONS OF HYPOTHETICAL PERFORMANCE RESULTS IS THAT THEY ARE GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. IN ADDITION, HYPOTHETICAL TRADING DOES NOT INVOLVE FINANCIAL RISK, AND NO HYPOTHETICAL TRADING RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THE ABILITY TO WITHSTAND LOSSES OR TO ADHERE TO A PARTICULAR TRADING PROGRAM IN SPITE OF TRADING LOSSES ARE MATERIAL POINTS WHICH CAN ALSO ADVERSELY AFFECT ACTUAL TRADING RESULTS. THERE ARE NUMEROUS OTHER FACTORS RELATED TO MARKETS IN GENERAL OR TO THE IMPLEMENTATION OF ANY SPECIFIC TRADING PROGRAM WHICH CANNOT BE FULLY ACCOUNTED FOR IN THE PREPARATION OF HYPOTHETICAL PERFORMANCE RESULTS AND ALL OF WHICH CAN ADVERSELY EFFECT ACTUAL TRADING RESULTS."
Risk Disclosure Agreement
The risk of loss in trading commodity futures contracts can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
(1) You may sustain a total loss of the funds that you deposit with your broker to establish or maintain a position in the commodity futures market, and you may incur losses beyond these amounts. If the market moves against your position, you may be called upon by your broker to deposit a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by your broker, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.
(2) Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit ("limit move").
(3) Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit your losses to the intended amounts, since market conditions on the exchange where the order is placed may make it impossible to execute such orders.
(4) All futures positions involve risk, and a "spread" position may not be less risky than an outright "long" or "short" position.
(5) The high degree of leverage (gearing) that is often obtainable in futures trading because of the small margin requirements can work against you as well as for you. Leverage (gearing) can lead to large losses as well as gains.
(6) You should consult your broker concerning the nature of the protections available to safeguard funds or property deposited for your account.
ALL OF THE POINTS NOTED ABOVE APPLY TO ALL FUTURES TRADING WHETHER FOREIGN OR DOMESTIC. IN ADDITION, IF YOU ARE CONTEMPLATING TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS, YOU SHOULD BE AWARE OF THE FOLLOWING ADDITIONAL RISKS:
(7) Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally "linked" to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, customers who trade on foreign exchanges may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. Before you trade, you should familiarize yourself with the foreign rules which will apply to your particular transaction.
(8) Finally, you should be aware that the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the foreign futures contract is liquidated or the foreign option contract is liquidated or exercised.
THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS OF THE COMMODITY MARKETS
2. SECURITIES NOTICE
SOT is not a broker/dealer or registered investment advisor under United States federal securities law or securities laws of other jurisdictions, and does not advise individuals as to the advisability of investing in, purchasing or selling securities or other financial products or services. Nothing contained in the service constitutes an offer or solicitation to buy or sell any security. SOT does not endorse or recommend any particular financial products or services. Nothing contained in the service is intended to constitute professional advice, including but not limited to, investment or tax advice.
SOT does not and will not provide any investment advice or recommendations with respect to any investment decision or strategy with respect to any of the securities or other financial products described on the Website. Furthermore, you acknowledge and agree that any investment in any of the securities or other financial products described on the Website will only be made pursuant to an agreement or other arrangement with the issuer of such securities or a firm licensed to offer financial products. You understand that any investment in such securities or other financial products involves risk of loss and you may lose some or all of or more than your investment and that you and your agents and advisors are solely responsible for determining the suitability of any investment. You understand that none of the information contained on the Website constitutes investment, financial, tax, legal or other advice, and that you should consult your own investment, financial, tax, legal or other advisors before investing in any of the securities described on the Website.
3. INVESTMENT MANAGER DATA
SOT may offer content from third parties on the Website. This content may include types of investments made by certain investment managers, hedge funds, investor qualifications and certain limited historical performance information (the "Manager Data"). SOT is granting you a revocable, non-exclusive, non-transferable, limited right to access the Manager Data on the Website only for your personal use. In no event shall you publish, retransmit, redistribute or otherwise reproduce any Manager Data in any format to anyone, and you shall not use any Manager Data in or in connection with any business or commercial enterprise, including, without limitation, any securities, investment, accounting, banking, legal or media business or enterprise.
You acknowledge and agree that the Company does not guarantee the availability of any data on the Website at any time and that access to the information contained on the Website may be limited or unavailable due to a number of factors, including, but not limited to, periods of peak demand, system upgrades, acts of war or terrorism and other factors both within and without SOT's control. The Company reserves the right to suspend, deny access to or otherwise limit the information made available on the Website at any time and from time to time in its sole and absolute discretion and without prior notice. You understand that the Manager Data may not be current and may quickly become unreliable for a number of reasons, including changes in market conditions or the financial condition of the investment managers or hedge funds. The Company has no obligation to update any of the Manager Data or provide notice of any such change.
4. QUOTES AND E-MAIL ALERTS
Quotes for stock, bond, index, futures, foreign exchange and other investment instruments ("Quotes") appearing on the service are supplied by Yahoo! Finance, Google Finance and Xignite (the "Quote Vendors"). Unless otherwise indicated, Quotes are delayed at least 15 minutes. Quotes indicated as "real-time quotes" are made available without delay following their receipt from Quote Vendors. Your actual receipt of real-time quotes may be affected by delays in transmission over the Internet, and by other causes. All Quotes are labeled with "time of last trade" to indicate the timeliness of the data.
All information provided by Quote Vendors and their affiliates (the "Quote Vendors Information") included in the service is owned by or licensed to Quote Vendors and their affiliates and any user is permitted to store, manipulate, analyze, reformat, print and display the Quote Vendors Information only for such user's personal use. In no event shall any user publish, retransmit, redistribute or otherwise reproduce any Quote Vendors Information in any format to anyone, and no user shall use any Quote Vendors Information in or in connection with any business or commercial enterprise, including, without limitation, any securities, investment, accounting, banking, legal or media business or enterprise. Prior to the execution of a security trade based upon the Quote Vendors Information, you are advised to consult with your broker or other financial representative to verify pricing information. Neither Quote Vendors nor their affiliates make any express or implied warranties (including, without limitation, any warranty or merchantability or fitness for a particular purpose or use) regarding the Quote Vendors Information. The Quote Vendors Information is provided to the users "as is." Neither Quote Vendors nor their affiliates will be liable to any user or anyone else for any interruption, inaccuracy, error or omission, regardless of cause, in the Quote Vendors Information or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.
This Agreement and any services hereinafter provided by to SOT, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts or federal courts located within the City of Chicago, Cook County,Illinois for the purpose of litigating any and all claims or disputes regarding or related to this Agreement. You agree that SOT makes and will perform this Agreement in Chicago, Illinois.
The following "Centricity Terms of Use" are an integral part of the SOT TERMS OF USE.
CENTRICITY TERMS OF USE
Last Updated: April 6, 2009
Thank you for using SOT! SOT is a website developed using a software platform (the "the Centricity Platform") provided by Centricity LLC (referred to below as "Centricity", "we" or "us"). The Centricity Platform enables you to create, join or browse Commercial Networks (as defined below) built on the Centricity Platform. We also provide a set of services that will enhance your experience as a member of Commercial Networks on the Centricity Platform.
These Terms of Service contain general terms that apply to you as a user of the Centricity Platform, along with additional terms that may apply to you as a Network Creator (as defined below) if you decide to create your own Commercial Network. When using the Centricity Platform, you will also be subject to the Centricity Privacy Policy, which is incorporated herein by this reference, and additional posted guidelines, policies or rules applicable to specific services and features on Centricity, which may be posted by us from time to time (collectively, the "Guidelines"). All of these Guidelines are part of this Agreement and are hereby incorporated by reference. Additionally, if you are developing products using Centricity's application programming interfaces ("APIs"), or have otherwise signed up for a developer account (thereby becoming a "Third Party Application Developer"), you will also be subject to the Centricity Application Developer Terms. If you are adding third party widgets and applications ("Third Party Applications") or adding custom code not provided by or endorsed by Centricity ("Non-Centricity Code") to your Commercial Networks or adding applications that may be developed or contributed by Centricity ("Centricity Applications") to either your Commercial Network or a third party web site, you will also be subject to the Centricity Applications Terms. The Centricity Application Developer Terms and Centricity Applications Terms are hereby incorporated by reference. We strongly recommend that, as you read these Terms of Service, you also access and read the linked information.
These Terms of Service, including any Guidelines and future modifications (collectively the "Terms of Service" or "Agreement") govern your use of the Centricity Platform and is a legal contract between you and Centricity.
By registering with us or SOT or any Network or by using or browsing the Centricity Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you shall immediately stop using the Centricity Platform.
The Centricity Platform is not directed to children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the Centricity Platform. Any person who provides their personal information through the Centricity Platform represents to us that they are 13 years of age or older.
You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Commercial Network on the Centricity Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.
5. Portfolios and Hypothetical Composite Results
This composite performance record is hypothetical and these trading advisors have not traded together in the manner shown in the composite. Hypothetical performance results have many inherent limitations, some of which are described below. No representation is being made that any multi-advisor managed account or pool will or is likely to achieve a composite performance record similar to that shown. In fact, there are frequently sharp differences between a hypothetical composite performance record and the actual record subsequently achieved.
One of the limitations of a hypothetical composite performance record is that decisions relating to the selection of trading advisors and the allocation of assets among those trading advisors were made with the benefit of hindsight based upon the historical rates of return of the selected trading advisors. Therefore, composite performance records invariably show positive rates of return. Another inherent limitation on these results is that the allocation decisions reflected in the performance record were not made under actual market conditions and, therefore, cannot completely account for the impact of financial risk in actual trading. Furthermore, the composite performance record may be distorted because the allocation of assets changes from time to time and these adjustments are not reflected in the composite.
6. DEFINITIONS
"Content" means (i) any work of authorship in a Commercial Network, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages and tags added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through any Commercial Network or the Centricity Platform. "Your Content" is any Content that you submit to a Commercial Network or the Centricity Platform, either as an the Centricity Platform Member, Network Member or Network Creator (all as defined below). If you are a Network Creator, Your Content includes the name, logo, trademark, brand features and other Content that you (and not the Network Members of Your Network(s) make available). Content does not include Network Code or Platform Code.
"Embeddable Widget" means any embeddable application provided and hosted by Centricity that allows for the viewing or playing of audio, photos, video, text and other material on third party websites or services, including the Centricity Network Badge, the Centricity Platform Member Badge, Photo Slideshow and Centricity Videos.
"Initial Network Code" means the Network Code (as defined below) that is initially provided by Centricity that may be used and modified by you or other Members of the Centricity Platform. For clarity, Initial Network Code does not include Platform Code (as defined below). "Derivative Network Code" means a derivative work of the Initial Network Code, created by you through code access on the Centricity Platform or otherwise.
"Members" means both Network Members and Centricity Members.
"Networks" or "Commercial Networks" consist of Network Code and other Content and are web applications running on top of the Centricity Platform. SOT is a Network and a Commercial Network. Commercial Networks are created by Network Creators and are provided for Network Members of that Commercial Network to interact and connect with other Network Members. Commercial Network features may include Network Member profiles, friends, invitations, discussion forums, photo sharing, video sharing, music and podcast sharing, events, latest activity streams, RSS feeds, pages, ratings, reviews, and recommendations, among others. If you are a Network Creator, "Your Network" is a Commercial Network created and operated by you on the Centricity Platform.
"Network Code" means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Commercial Network that is interpreted by the Platform Code (as defined below) and delivered to a User's computer through a web browser. Network Code consists of Initial Network Code, and may also consist of Your Code (as defined below), as applicable, but expressly excludes Platform Code.
"Network Creator" is a the Centricity Platform Member who creates and operates one or more Commercial Networks on the Centricity Platform. A Network Creator is by definition a Network Member of each of his or her Networks.
"Network Members" are Centricity Members who have also registered with a particular Commercial Network on the Centricity Platform using their Centricity ID. "Your Network Members" are Network Members who have registered with Your Network.
"Network Member Data" means data provided by or collected from a Network Member by a Network Creator for a particular Commercial Network, such as profile data, including certain items of registration information (e.g. email addresses), answers to Commercial Network profile questions, forum posts, and statistical information about Content contributed. Network Member Data does not include the Centricity ID or any Centricity Member Data.
"Centricity ID" is an account you create with Centricity which includes a name, email address and password. When you register as a Network Member on one or more Commercial Networks on the Centricity Platform, you use the email address and password portion of your Centricity ID to authenticate with each such Commercial Network. Additionally, each Commercial Network of which you become a Network Member will have access to your date of birth, email address and name as stored in your Centricity ID and this information will be pre-populated into both Your Centricity Profile (as defined below) and Your My Profile (as defined below) upon sign-up.
"Centricity Members" are Users who complete a registration process with Centricity and obtain a Centricity ID. The Centricity Platform Members may also (but are not required to) become Network Members.
"Centricity Member Data" is data collected from Users by Centricity, including the data collected for the Centricity ID and any data provided in Your Centricity Profile (as defined below). The Centricity Platform Member Data does not include Network Member Data.
"Centricity Member Services" are the services provided by Centricity to Network Members. The Centricity Platform Member Services include, but aren't limited to, Network Member registration, Network Member sign in and authentication, a message center, friends, contact management (including the ability to import contacts from third-party email services), and a set of Network membership management services, including a listing of the Commercial Networks to which a particular Network Member belongs and management of friends across those Commercial Networks. The Centricity Platform Member Services do not include any services that Network Creators provide to their Network Members.
"Centricity Network Creator Services" are services Centricity provide to Network Creators. Centricity Network Creator Services include, but aren't limited to, development services for a Network Creator's own Commercial Network application and its Network Code; Network Member registration and authentication services; Network Member account management; secure PHP sandbox for development; Commercial Network management and security applications; internal and external APIs; Javascript-compatible markup APIs; URL command line APIs for auto-generation of pages; a semi-structured content store; and Commercial Network display, management, and search services. Certain basic Centricity Network Creator Services are provided free of charge when you create a Commercial Network on the Centricity Platform.
"Centricity Profile" means information that, if you are a the Centricity Platform Member, you have provided to Centricity that is aggregated by Centricity into a master profile. Your Centricity Profile is separate from any profile that you create on a particular Commercial Network ("My Profile") and enables you to keep track of friends and messages across all Commercial Networks. "Your Centricity Profile" is a Centricity Profile created by you on the Centricity Platform.
"Centricity Technology" means the past, present and future content of the Centricity Platform, including all software in any format (including the Platform Code and the Initial Network Code), Embeddable Widgets, hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectible elements of the Centricity Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Centricity Platform and the Centricity Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the Centricity Platform, and all Centricity Marks (as defined below), domain names, patents, and other intellectual property. Centricity Technology does not include Your Content or Your Code.
"Third Party Software" means software that is licensed to you by third parties, including but not limited to any software that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including the GNU General Public License.
"Platform Code" means the proprietary portion of the Centricity Platform that is used to interpret the Network Code and other services available on the Centricity Platform.
"Your Code" means any script, code, or other computer software uploaded by you to the Centricity Platform, including any Derivative Network Code, that is used, executed, or can be used independent of the Centricity Platform.
"Users" are all end users of the Centricity Platform, and include you, any unregistered users, all Centricity Members, all Network Members, all Network Creators and all Third Party Application Developers.
7. YOUR CODE AND LICENSES TO YOUR CODE
You own Your Code. Centricity does not claim any ownership rights in Your Code. After posting Your Code, you continue to have the right to use and license Your Code in any way you choose (and you are responsible for protecting those rights as appropriate), subject to any notice or license requirements set forth in the Apache License, Version 2.0 or as otherwise described in the Third Party License Requirements section below for any Derivative Network Code you create. You may upload Your Code to the Centricity Platform, for use in Your Network, provided Your Code complies with the terms of this Agreement. At any point, you can take Your Code from Your Network and cancel your account and Centricity shall not retain any license rights, except as provided below.
You hereby grant Centricity a non-exclusive, worldwide, perpetual, transferable, irrevocable, sublicenseable, royalty-free right and license to access, use, reproduce, store, modify, distribute, publicly display, publicly perform and create derivative works of Your Code (a) for the purpose of operating and making Your Network available on the Centricity Platform and in all current and future media in which the Centricity Platform may now or hereafter be distributed or transmitted; or (b) for our internal business purposes. Additionally, you hereby grant Centricity a non-exclusive, world-wide, transferable, irrevocable, sublicenseable royalty-free right and license to continue using, reproducing, archiving, caching, creating derivative works, publicly displaying and performing in perpetuity, any of Your Code that is incorporated into the Centricity Platform, provided that Centricity shall not use or distribute Your Code on a standalone basis. The foregoing license does not limit Centricity's s rights under any third party or open source license in which Your Code is licensed.
You are responsible for making sure that you have all rights in Your Code you upload or use and all rights that are necessary for you to grant the foregoing licenses to Your Code. You are solely responsible for ensuring that Your Code is compatible with any Centricity Technology. Centricity disclaims any liability or responsibility for any unauthorized use of Your Code by third parties or Users of Your Network and is not responsible for protecting Your Code.
8. YOUR CONTENT AND LICENSES TO YOUR CONTENT
Centricity does not claim any ownership rights in Your Content unless otherwise indicated in another agreement. After posting Your Content, you continue to retain ownership of Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Commercial Network needs to comply with the terms of this Agreement. At any point, you can take Your Content from Your Network and cancel your account and Centricity does not retain any license rights except as provided below.
You hereby grant Centricity, during the course of your usage of the Centricity Platform, a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and license to (i) use, reproduce, create derivative works of, distribute, publicly perform and publicly display Your Content (a) for the sole purpose of operating and making Your Content available on the Centricity Platform and in all current and future media in which the Centricity Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes; and (ii) disclose metrics regarding Your Content on an aggregated basis for advertising, marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. Without limiting the foregoing, Centricity reserves the right to retain copies of Content for archival purposes after termination of the Agreement.
You hereby agree that if Your Content is removed from any Commercial Network due to a violation of these Terms, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, Centricity shall have the right to use, reproduce and exploit Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of Centricity, any individual, or the general public.
You are responsible for making sure that you have all rights in Your Content, including the rights necessary for you to grant the foregoing licenses to Your Content. You are solely responsible for Your Content. You understand that whether or not Your Content is published or marked private by you, Centricity does not guarantee any confidentiality or privacy with respect to any of Your Content.
Additionally, you understand and agree that Your Content that is displayed on the Centricity Platform may continue to appear on the Centricity Platform, even after you have terminated your Centricity Platform Member or Network Member account or terminated these Terms of Service, as portions of Your Content may have been incorporated into Member profiles, RSS feeds or other features.
In addition to the rights, licenses and privileges referred to above, you agree that Centricity, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Centricity Platform, and any products, goods, features, capabilities and/or services associated with the Centricity Platform.
As a Network Creator or Network Member you acknowledge that Centricity and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Network or the Centricity Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind.
If a Network is removed from the Centricity Platform, the Content associated with that Network may also be deleted at the discretion of the Network Creator or Centricity. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Network. You should be aware that Centricity is not required and may not keep back-up copies of Content (including Your Content) on the Centricity Platform once the Network or Content is deleted. Additionally, Centricity makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the Centricity Platform and you should independently back-up Your Content.
9. LICENSES FROM Centricity
License to Initial Network Code
During and subject to the terms and conditions of this Agreement (including the Third Party License Requirements below), Centricity makes the Initial Network Code available under the license requirements set forth in the Apache License, Version 2.0.
In addition, should you choose to cancel your account and take Your Network and Your Code with you, you will continue to have a license (under the Apache License, Version 2.0, or as otherwise applicable as described in the Third Party License Requirements section, below) to any Initial Network Code you were given access to by Centricity prior to your cancellation.
Third Party License Requirements
The Initial Network Code may be distributed with Third Party Software. You acknowledge that certain components of the Initial Network Code may be covered by licenses governing the use of Third Party Software. Please review the licenses contained in each file of the Initial Network Code for the license terms of applicable Third Party Software licenses. Copyrights to the Third Party Software are held by the copyright holders indicated in the copyright notices in the corresponding files. To the extent required by the licenses covering Third Party Software, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Third Party Software prohibit any of the restrictions in this Agreement with respect to such Third Party Software, such restrictions will not apply to such Third Party Software.
License to the Centricity Platform
During and subject to the terms and conditions of this Agreement, Centricity hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the Centricity Platform solely to enable your use of the Centricity Member Services and Centricity Network Creator Services.
You agree that all the intellectual property rights in the Centricity Platform, which does not include Your Content and Your Code, are owned by Centricity.
License to Embeddable Widgets
During and subject to the terms and conditions of this Agreement, Centricity hereby grants you a limited, non-exclusive, non-sublicensable, freely revocable license to incorporate Embeddable Widgets into other third party websites or your own personal websites. The foregoing license shall terminate immediately upon expiration or termination of this Agreement or removal of Your Commercial Network from the Centricity Platform by Centricity or you and you agree to immediately stop using such Embeddable Widget.
License Restrictions
Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
Run, rent, lease, loan, or sell access to the Centricity Platform or the Centricity Technology.
Decompile or reverse engineer or attempt to access the source code of the software underlying the Centricity Platform or Centricity Technology.
Copy, archive, store, reproduce, rearrange, modify, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any Centricity Technology.
Access the Centricity Platform to build a product using similar ideas, features, functions, interface or graphics of the Centricity Platform.
Circumvent, disable or otherwise interfere with security related features of the Embeddable Widget or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Embeddable Widget or the Content and Third Party Content therein.
Access the Centricity Platform to upload Your Code or Your Content to cause a breach of security to the Centricity Platform or any Commercial Network or interfere with the proper working of the Centricity Platform or prevent others from using the Centricity Platform.
10. INDEPENDENT DEVELOPMENT; FEEDBACK
You agree that Centricity may be independently developing software, content and other products or services that may be similar to Your Code and Your Content and nothing in the Agreement will be construed as restricting or preventing Centricity from creating or fully exploiting such software, content and other items, without any obligation to you.
You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to the Centricity Platform, Your Network or the Initial Network Code, including, on the Centricity blog or the Centricity Platform blog ("Feedback"). If you elect to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant Centricity a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use and otherwise exploit Feedback.
11. Centricity TRADEMARKS AND LEGAL NOTICES
Centricity trademarks, logos, images, service marks, trade names and other distinctive branding features used on the Centricity Platform "Centricity Marks" are the trademarks of Centricity and may not be used without permission. Centricity is not granting you a license under any intellectual property right to the Centricity Marks. Other trademarks, logos, and trade names that may appear on the Centricity Platform are the property of their respective owners.
If you are a Network Creator, Centricity reserves the right to include within Your Network applicable Centricity copyright and trademark notices for the Centricity Platform and links to the Centricity Terms of Service, Privacy Policy and other Guidelines. All notices and links will be displayed consistently in such form and placement as determined by Centricity.
12. Centricity OWNERSHIP RIGHTS
You agree that, as between you and Centricity, Centricity owns all right, title and interest, including, all intellectual property rights, in and to the Centricity Technology. Additionally, there are two types of data provided by or collected from Network Member Data and Centricity Member Data. If you are a Network Creator or an administrator designated by a Network Creator ("Administrator"), you agree that, as between Centricity and you, Centricity owns all right, title and interest, including, all intellectual property rights, in and to the Centricity Member Data. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights not expressly granted herein, are reserved to Centricity. You agree to abide by all copyright notices, information, or restrictions contained in any part of the Centricity Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Centricity Platform, including notices on any Centricity Technology you download, transmit, display, print or reproduce from or using the Centricity Platform.
13. SUPPORT AND INTERACTION FOR NETWORK CREATORS
If you are a Network Creator, Centricity provides documentation to assist you in creating and enhancing Your Network(s). You are responsible for implementing and maintaining all support for Your Network(s), including answering questions from Your Network Members. This includes, if you've customized the Network Code yourself (including creating Derivative Network Code) fixing bugs that Network Members might find and tell you about.
14. ADVERTISING AND PROMOTION FOR NETWORK CREATORS
YOU AGREE THAT Centricity WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON YOUR NETWORK.
If you are a Network Creator, Centricity reserves the right to include promotional links on Your Network(s) at no cost to Centricity. Removal of promotional links does not include removal of required Centricity legal notices and links to Centricity Terms of Service, Privacy Policy and Guidelines or any statement indicating that Centricity uses Centricity ID for authentication upon sign in by Your Network Members.
15. THIRD PARTY CONTENT AND HYPERLINKS TO THIRD PARTY SITES
Content from other Members or advertisers ("Third Party Content"), including, information about third party products and services and any Third Party Applications, is made available to you through Networks on the Centricity Platform. The inclusion of Third Party Content on the Centricity Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and Centricity has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, Centricity or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Commercial Network) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the Centricity Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the Centricity Platform at your own risk.
Additionally, Centricity or third parties may provide hyperlinks on Networks, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the Centricity Platform and the inclusion of any link on a Network does not imply Centricity's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. Centricity expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the Centricity Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
16. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to Centricity that: (a) you will comply with all applicable local, state, national and international laws (including the CAN-SPAM Act of 2003), rules, and regulations in connection with your use of the Centricity Platform including your promotional or other activities off the Centricity Platform that relate to Your Network; (b) you have the right to grant to Centricity the rights granted herein and you own or have all necessary rights, title and interest in and to Your Code and Your Content; (c) Your Code and Your Content does not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Code, Your Content or Your Network contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Centricity Platform, or intercept or expropriate any system data or personal information from the Centricity Platform.
17. ACCEPTABLE USE AND CONDUCT
You are solely responsible for your conduct, Your Networks, Your Code, and Your Content on the Centricity Platform. We want to keep the Commercial Networks on Centricity safe and fun for everyone and the use of the Centricity Platform for unlawful or harmful activities is not allowed. In defining "safe and fun," you specifically agree that:
You will not post, email or make available any Content to Users or use the Centricity Platform:
in a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights; in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the Centricity Platform in connection with Your Network; in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy; in a manner that is harmful to minors in any way; in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or as otherwise objectionable, as reasonably determined by Centricity; to impersonate an Centricity employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Network or the Centricity Platform without authorization to interfere or attempt to interfere with the proper working of the Centricity Platform or prevent others from using the Centricity Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Centricity Platform, or that otherwise negatively affects other persons' ability to use the Centricity Platform; to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any Network Creator's account or to monitor or copy the Centricity Platform, Initial Network Code or Platform Code or the content contained therein; to facilitate the unlawful distribution of copyrighted content; in a manner that includes personal or identifying information about another person without that person's explicit consent; in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Centricity Platform or to Users; or in a manner that constitutes or contains any form of advertising or solicitation if (1) posted in Your Content; or (2) emailed to Users who have requested not to be contacted about other services, products or commercial interests. Additionally, you agree not to: "stalk" or otherwise harass anyone; collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations; request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the Centricity Platform, including Centricity ID passwords, or to proxy authentication credentials for any Member of the Centricity Platform for the purposes of automating logins to the Centricity Platform; use any profanity or the description or name of any illegal activity in the name of Your Network or the Network Subdomain (as defined below) for Your Network; post any Content containing child pornography to any Commercial Network. Centricity absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any Centricity Member Data, to law enforcement, including the National Center for Missing and Exploited Children; use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Commercial Networks and the Centricity Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved"; post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on Centricity's infrastructure; attempt to gain unauthorized access to Centricity's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Centricity Platform; take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Centricity Platform or for using it for purposes unrelated to Centricity); or develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Centricity Platform.
You agree not to authorize or encourage any third party to use the Centricity Platform or any of your Networks (and Your Networks will not be designed) to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify Centricity in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
18. THE CENTRICITY PLATFORM POLICIES
Centricity may establish general polices and limits concerning use of the Centricity Platform ("the Centricity Platform Policies"), including (and without limitation) the maximum number of days that Commercial Networks and uploaded Content will be retained, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Network(s), the maximum number of times and duration for which you may access the Centricity Platform or Networks in a given period of time, the maximum bandwidth used by Your Network(s) or Content, and the maximum CPU power used by Your Networks or Content. The current the Centricity Platform Policies are part of this Agreement.
19. Centricity'S RELATIONSHIP WITH USERS
You acknowledge that Centricity may terminate your account (which is in addition to and separate from a Network Creator's right to terminate your account), and remove your Centricity ID, Content and Network Member Data, as well as disable your access to any and all Commercial Networks and the Centricity Platform, in accordance with the terms of this Agreement. If you are a Network Member, you acknowledge that nothing in any agreement (or related policies) you may be subject to with any Network Creator or other party will alter, impair, supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or Centricity's Privacy Policy.
20. COPYRIGHT INFRINGEMENT/DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
It is Centricity's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). For more information, please go to Centricity's DMCA Notification Guidelines. Centricity may remove any allegedly infringing Network Code or Content without any liability to you.
Centricity will promptly terminate without notice any Member's (including, for clarity, Network Member's or Network Creator's) access to the Centricity Platform, including access to any Commercial Network, in appropriate circumstances where the Member is a "repeat infringer" of copyrights. Generally, Centricity will consider a Member a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content or Network Code posted by that Member anywhere on the Centricity Platform. Centricity, however, reserves the right to identify and terminate Members under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behavior by that Member. Additionally, if a Network Creator continues to allow its Network Member's to post Content that is subject to notices of alleged copyright infringement, the Network may (in Centricity's sole discretion) be disabled.
Additionally, if you are a Network Creator, you agree to promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by Centricity) that specified Content or Network Code posted on Your Network infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content or Network Code, you agree to replace or cease disabling access to the Content or Network Code not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to Centricity. Centricity strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. Centricity is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Network.
21. NETWORK MEMBER DATA
Through our Centricity Member Services, Centricity collects Centricity Member Data from Your Network Members and general information about a User's use of Your Network(s). If you are a Network Creator or Administrator, you agree that your access to this Centricity Member Data (including the email addresses provided by Network Members during the Centricity ID registration process ) as part of the management controls of Your Network(s) is subject to the Centricity Privacy Policy. In addition, subject to this Agreement, you may collect Network Member Data from Your Commercial Network Members; if you do so, you hereby agree that such Network Member Data shall not be used in a manner inconsistent with, or that causes Centricity to violate Centricity's Privacy Policy.
Member privacy is important to us. Therefore, if you are a Network Creator or an Administrator, you hereby agree that your use and disclosure of Network Member Data and any Centricity Member Data shall: (a) comply with all Guidelines; and (b) be reasonably protective of each Network Member's rights and in no event shall you observe standards of privacy and confidentiality in connection with the use and disclosure of Centricity Member Data or Network Member Data that are less stringent than the standards set forth in the Centricity Privacy Policy.
You must clearly communicate on Your Network that Your Network uses Centricity ID authentication (including, on each page on Your Network on which information is collected for purposes of Centricity ID authentication) and that each of Your Network Members will be sharing the data they provide to you with Centricity. This is for clarity and to ensure Your Network Members are aware of this relationship.
Subject to this Agreement and each Network Member's rights, all Network Member Data shall be the property of the applicable Network Creators. That being said, Centricity needs to run Your Network on the Centricity Platform. To this end, as a Network Creator, you hereby grant Centricity a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicenseable, fully paid-up, royalty-free right and license to (i) use, reproduce, store, create derivative works of, distribute, publicly perform and display the Network Member Data on or through the Centricity Platform and in all current and future media in which the Centricity Platform may be distributed; (ii) use and disclose the Network Member Data and related metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the Centricity Platform; and (iii) use Network Member Data for other purposes permitted by the Centricity Privacy Policy.
You acknowledge that Centricity may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Network. Accordingly, you agree that, within 24 hours of any email request by Centricity, you will: (a) delete all Network Member Data and other personally identifiable information in your possession or control relating to a particular User as specified by Centricity; and (b) confirm such deletion in email notice to Centricity.
Centricity is not required to keep back-up copies of Network Member Data on the Centricity Platform once the Network or Network Member Data is deleted. Centricity makes no guarantee that Network Member Data will be safely stored on the Centricity Platform. To be safe, you should independently back-up Network Member Data.
22. YOUR COMMERCIAL NETWORK
We want to give you as a Network Creator as much freedom to create and control the Commercial Networks you build on the Centricity Platform as possible. You may have your own agreement(s) or policies between you and each of Your Network Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy and provided that you allow Centricity to display the Centricity Terms of Service, Privacy Policy and any Guidelines on your Commercial Network.
To enable a great experience for all Users on the Centricity Platform, if you are a Network Creator, you agree to ensure each Commercial Network you create or manage does not degrade the performance of the Centricity Platform. If your Commercial Network(s) exceed the quotas and limitations set by Centricity (e.g., storage or bandwidth) as set forth in the Centricity Platform Policies or otherwise degrades performance of the Centricity Platform or other services in any way, we may suspend your Commercial Network(s) at our sole discretion and without notice.
You agree not to harvest any email addresses from Networks or the Centricity Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement.
You also agree not to knowingly collect any information from, or develop any Networks that are targeted at children under the age of 13.
You acknowledge that Centricity may terminate the account of any Member (including Your Commercial Network Members) in accordance with these Terms of Service.
Your Network shall not be designed or implemented in a way that, as determined by Centricity in its sole discretion, might mislead a User into believing that: (i) he or she is interacting directly with Centricity when interacting with Your Network, or (ii) any of Your Network was created by or are endorsed by Centricity. Because we want you to have as much freedom over your Network as possible, Centricity takes no responsibility for any Content located in Your Network and Centricity has no obligation to monitor such Content or Your Network.
You acknowledge that Centricity also reserves the right to remove, preserve, and disclose any information or Content on any Commercial Network (including Centricity ID and Network Member Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of Centricity, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations.
23. YOUR ACCOUNT
You need to register and create a Centricity ID in order to become a Centricity Platform Member, Network Member or Network Creator on the Centricity Platform. You are responsible for keeping your Centricity ID password secure. The Centricity Platform IDs are non-transferable. You will be solely responsible and liable for any activity that occurs under your Centricity ID. Centricity reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
When you create Your Network, Centricity gives you the flexibility to choose your own subdomain for Your Network ("Network Subdomain"). You will be solely responsible and liable for any activity that occurs under Your Network's Subdomain. Centricity maintains ownership of your Network Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Network Subdomain on the Centricity Platform.
You may not use anyone else's account, Centricity ID or Network Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. Centricity will not be liable for any loss that you may incur as a result of someone else using your password, Centricity ID or Network Subdomain, either with or without your knowledge. However, you may be held liable for losses incurred by Centricity or another party due to someone else using your Centricity ID, Network Subdomain or password. In other words, please be careful with your identity and passwords.
24. DISCLAIMER OF WARRANTIES
YOUR USE OF THE CENTRICITY PLATFORM, AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Centricity CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE CENTRICITY PLATFORM AND ALL NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-Centricity CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Centricity EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. Centricity DISCLAIMS ANY WARRANTY THAT THE CENTRICITY PLATFORM, OR ANY NETWORK CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON- Centricity CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CENTRICITY PLATFORM OR THE SERVER THAT MAKES THE CENTRICITY PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Centricity MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE CENTRICITY PLATFORM OR YOUR NETWORK (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR NETWORK OR (C) THE COMPATIBILITY OF YOUR CODE OR ANY NON-Centricity CODE WITH ANY Centricity TECHNOLOGY.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CENTRICITY PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Centricity OR THROUGH OR FROM THE CENTRICITY PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
25. INDEMNITY
You agree to indemnify, defend, and hold harmless Centricity, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, managers, control persons, owners, shareholders, employees and representatives, from and against any claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:
Your Code, Your Content or Your Network;
Your use of any Non-Centricity Code or Third Party Applications;
Your use or misuse of, or connection to, the Centricity Platform;
Your breach or alleged breach of this Agreement;
Your violation of any rights (including intellectual property rights) of a third party;
Your use or misuse of any User data (including Centricity Member Data and Network Member Data), including, in violation of the Centricity Privacy Policy and
Your breach or alleged breach of any agreement or policy between you and other Users.
You shall promptly notify Centricity of any such claim, action or proceeding upon becoming aware of it. You agree not to settle any matter without the prior written consent of Centricity, which Centricity may withhold in its sole discretion. Centricity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of these claims.
26. YOUR INTERACTIONS WITH OTHER USER
Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Network Member or Network Creator), Centricity is under no obligation to become involved.
You release Centricity, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
27. LIMITATION OF LIABILITY
ALL WARRANTIES ARE EXPRESSLY DISCLAIMED. THIS DISCLAIMER APPLIES TO ANY AND ALL IMPLIED WARRANTIES, SUCH AS ANY WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR USE FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY NOT EXPRESSLY STATED HEREIN.
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL Centricity OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF Centricity HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE CENTRICITY PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF $100 OR THE AMOUNT, IF ANY, YOU HAVE PAID US FOR SERVICES DURING THE PRECEDING TWELVE (12) MONTHS.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN Centricity AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE CENTRICITY PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OF SUCH JURISDICTION APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE APPLICABLE JURISDICTION.
28. CHANGES TO THE CENTRICITY PLATFORM
Centricity reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the Centricity Platform or any part thereof with or without notice. Centricity will not be liable to you or to any third party for any modification, suspension or discontinuance of the Centricity Platform.
29. AMENDMENTS
We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on www.centricityhq.com or elsewhere on the Centricity Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the Centricity Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated above. However, if the revised version includes a material change, it will be effective for an existing User (including the Centricity Platform Member, Network Member or Network Creator) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted to www.centricityhq.com or elsewhere on the Centricity Platform. The revised version will apply to you immediately if you are a User who registers or first uses the Centricity Platform on or after the posting of the revised version.
30. TERM AND TERMINATION
Term
This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein.
Termination
You may terminate your membership within any Network on the Centricity Platform at any time and for any or no reason by following the instructions on the "My Settings" page while logged in to a Network. Additionally, you may terminate your Centricity ID account and end your use of the Centricity Platform at any time and for no reason by following the directions here or contacting us at info@centricityhq.com or at the address set forth below in the "Contacting Centricity" Section.
Centricity has the right (in its sole discretion) to (i) delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Centricity Platform or any Network, (ii) remove and discard any Network Code or Content within any Network or anywhere on the Centricity Platform or (iii) shut down a Network, with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may have paid to Centricity except as may be required by applicable law.
Effects of Terminating
Upon deactivating your account, this Agreement terminates and you will no longer have a right to access your account, Your Content, Your Network Member Data or Your Network(s). Centricity will not have any obligation to assist you in migrating your data, Your Content, Your Network Member Data, Your Code or Your Network(s) off of the Centricity Platform and Centricity does not keep any back-up of any of Your Content or Your Network Member Data. Centricity is not responsible for deleting Network Code or Content on your behalf. Note that, even if Network Code or Content is deleted from Centricity's active servers, it may remain in our archives (but we have no obligation to archive or back-up such Network Code or Content), and subject to the licenses set forth in this Agreement. The Sections of these Terms of Service that shall survive termination are described under the heading "Survival" below.
Survival
The following Sections will survive any termination of this Agreement: Sections 1 through 8, 11 through 23, and 26 through 31, each inclusive.
31. GOVERNING LAW; VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. The provisions of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act, however designated, are excluded and shall not apply to this Agreement or any transactions hereunder.
You agree to submit to the personal and exclusive jurisdiction of the state courts or federal courts located within Los Angeles County, California for the purpose of litigating any and all claims or disputes regarding or related to this Agreement. You agree that Centricity makes and will perform this Agreement in Los Angeles County, California.
32. RELATIONSHIP OF THE PARTIES
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that Centricity has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
33. UNITED STATES EXPORT CONTROLS
You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, you agree that you shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such software or technology) received from Centricity under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Centricity from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.
34. NO THIRD PARTY BENEFICIARIES
The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
35. GENERAL
The failure of Centricity to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You may not delegate your duties under this Agreement or assign this Agreement or your Centricity accounts or Centricity IDs, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. Centricity may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
This Agreement, which incorporates the Centricity Privacy Policy and the Guidelines, constitutes the entire agreement between you and Centricity and governs your use of the Centricity Platform, superseding any prior agreements (whether written or oral) between you and Centricity regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.
The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
Centricity may provide you with notices, including those regarding changes to this Agreement or any of Centricity's terms and conditions, by email, regular mail, or postings on the Centricity Platform. Notice will be deemed given twenty-four (24) hours after email is sent, unless Centricity has previously been notified that the email address is invalid. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the Centricity Platform) are deemed given two (2) days following the initial posting.
36. CONTACTING Centricity
You may contact Centricity in the following ways:
E-Mail:
info@centricityhq.com
Postal:
Centricity LLC
855 N. Douglas Street
El Segundo, CA 90245 USA
We welcome your feedback on this document and thank you for using Centricity!.
Virtual Trading Room
Chat with Larry Levin and traders like you
1-on-1 Mentorship
Learn to trade like a pro at home
Books & DVDs
Chat with Larry Levin and traders like you
