Terms of Use

www.centera.co

 

Last Updated: March 18, 2019

 

Welcome to www.centera.co, an online e-commerce platform for the showcasing of products in various industries by our users (the "Website") operated by Centera LLC,  a Delaware limited liability company with an address at 971_Route 45, Pomona, NY 10956 (“Centera”, “we”, “our”, or “us”). The Website enables users of the Website (“Users”, “you”, and “your”) to learn more about us and to use the Website’s features. This Terms of Use for the Website (this “Agreement”) sets forth the terms and conditions which govern your use of the Website.

 

1.         This Agreement.

 

1.1        Authorization; Acceptance. Please read this Agreement carefully before otherwise accessing the Website. In order to use the Website, you must first agree to be bound by the provisions of this Agreement and must not be located in a member nation of the European Union. For Users who are anonymous browsers and who have not yet registered with us, by accessing the Website you indicate that you have read, understood and agree to be bound by the provisions of this Agreement. And for Users who register with us by means of a click-through mechanism where such a mechanism is offered by us, then you indicate your agreement to the provisions of this Agreement in such a manner. If you do not agree to be bound by this Agreement, you are not authorized to use the Website. You are not authorized to use the Website if you (i) are located in any member nation of the European Union, or (ii) have violated this Agreement.

 

1.2        Minors. If you are a minor in your state of residence, you agree to use the Website if and only if (a) you have secured the authorization of your parent or legal guardian to use the Website and your parent or legal guardian has agreed to this Agreement on your behalf, (b) your parent or legal guardian has not revoked such agreement, and (c) you have agreed to the provisions of this Agreement and you have not revoked such agreement.

 

1.3        Modification. We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and each modified version of this Agreement, then you are not authorized to use the Website. A current version of this Agreement is accessible via the footer of the Website’s homepage.

 

2.         DISCLAIMER; NO ASSOCIATION. THE TEXT, MESSAGES, COMMENTS, FILES, ICONS, IMAGES, TAGS, NOTES, LINKS, PHOTOGRAPHS, AUDIO, VIDEO AND OTHER CONTENT APPEARING ON THE WEBSITE (COLLECTIVELY, "CONTENT"), WHETHER POSTED BY CENTERA OR ANY THIRD PARTY, IS INTENDED FOR INFORMATIONAL PURPOSES ONLY. WE DO NOT WARRANT OR REPRESENT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS APPEARING IN ANY SUCH ITEMS OR OTHERWISE ON THE WEBSITE WILL BE CORRECTED. YOU SHOULD NOT ALONE RELY UPON ANY INFORMATION APPEARING ON THE WEBSITE OR OTHERWISE PROVIDED BY US IN MAKING ANY PURCHASING DECISIONS. WE ARE NOT AFFILIATED OR ASSOCIATED WITH ANY THIRD PARTY VENDOR WHOSE NAME APPEARS ON THE WEBSITE. NEITHER CENTERA NOR ANY OF OUR AFFILIATED ENTITIES NOR ANY OF THEIR MEMBERS, MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES AND SERVICE PROVIDERS (COLLECTIVELY, THE "CENTERA PARTIES") IS PROVIDING ANY ENDORSEMENT OF ANY THIRD PARTY PRODUCT OR SERVICE. 

 

3.         Registration.

 

3.1       Account.  A User who registers with us will receive a unique User account (“Account”) and will be able to access such Account by selecting a corresponding user ID and password.  You shall not allow any individual or entity to use your Account to access the Website and you shall strictly safeguard your Account information or any other information that would allow any person to access the Website by using your Account. You are solely responsible for your failure to strictly safeguard such information and/or to allow any other person to access or use the Website by using your Account. You may not sell or otherwise transfer your Account or any portion thereof. You shall notify Centera immediately of any unauthorized use of your Account or any portion of the Website. Centera shall not be liable for any loss that results from the unauthorized use of your Account, either with or without your knowledge.

 

3.2       Accurate Information. You shall provide accurate, complete and current information about yourself while registering for your Account and otherwise using the Website, and you shall update all information provided by you through the Website if and as soon as such information changes.

 

3.3       Disabling or Revoking of Account. We have the right to suspend or terminate your Account at any time if we believe you have violated or may violate this Agreement, all as determined by us in our sole discretion.  If we suspend, terminate or otherwise disable access to your Account, you may be prevented from accessing certain portions of the Website, including your Account details and/or any Content uploaded or otherwise provided by you through your Account or otherwise to the Website or to us (collectively, “Your Content”), all of which may be deleted by us.  In such a case, your rights to use the Website and any Your Content may cease immediately. Suspension or termination by us is without prejudice to all other remedies available to Centera by law or under this Agreement.

 

3.4       Cessation of Website.  The form and nature of the services offered through the Website may change from time to time without prior notice to you.  As part of our continuing innovation, we may stop (permanently or temporarily) providing certain Website features to you in our sole discretion, without prior notice to you.   

 

4.         Third Party Transactions. 

 

4.1        Purchases; Third Party Providers.  The products appearing on the Website belong to third parties, and are not provided by Centera. In the event you wish to purchase any of these products, applicable third party agreements will govern such purchases. Your request for us to charge your credit card, by providing your credit card information to us or to our e-commerce service provider, indicates your express authorization to charge your credit card for the associated purchase requested by you. By making a purchase through the Website, you agree to pay us or our e-commerce service provider (as the case may be) all charges at the prices then in effect using the payment method selected by you. To the extent we have the authority to do so, we reserve the right (but do not have the obligation) to correct any errors or mistakes made on the Website or by our e-commerce service provider even if it has already requested or received payment from you, though we are not responsible for errors by our e-commerce service provider and any recourse you wish to seek which relates to any such error should be directly from such service provider.

 

4.2        Reservation of Rights; Modifications. We do not warrant or represent (a) the quality or quantity of any of the products, information, or other material appearing on the Website, (b) that any third party products will meet your expectations, or (c) that any errors which may appear on the Website will be corrected. The offer of any product made through the Website is made exclusively by the owner of such product or the vendor offering such product, and never by us. We reserve the right, but are not obligated, to limit or discontinue the sales of any products to any person (including without limitation the quantity of any specific product), geographic region or jurisdiction, or otherwise, and we may exercise this right on a case-by-case basis in our sole discretion.  The offer of any product made through the Website or otherwise is void where prohibited. All products ordered through the Website are acquired by you solely on an “AS IS” and “WHERE IS” basis.

 

4.3        Your Personal Information. In the event you wish to purchase any of the products and/or services offered through the Website or use other certain functionality of the Website, you will be asked by us or a third party working on our behalf to supply certain of your personally identifiable information (“PII”) to us. You shall provide us or such third party (as applicable) with accurate, complete and current PII (including without limitation your email address and credit card number and expiration date), and you shall update all PII so provided or so requested if and as soon as such information changes before you make any purchase of any such products and/or services. You shall be responsible for any activity conducted through the Website which is identified with such information. 

 

4.4        Payments. Your right to any product that is available for purchase through the Website is conditional on our receipt of the appropriate full payment and related costs for such product. If such payment and costs cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to cancel your order and/or suspend or terminate your Account. You are responsible for all charges made under your Account. 

 

4.5        Taxes. You are responsible for paying all applicable taxes arising out of any purchase of any products made by you through the Website or otherwise.

 

4.6        Descriptions. We attempt to be accurate in describing products and/or services (including without limitation pricing) offered for purchase by us; however, we cannot and do not warrant or represent that all such descriptions are complete, current or error-free, and all such descriptions are subject to change at any time without notice, in our sole discretion.  We may reverse any transaction (as determined by us in our sole discretion), even one already executed by you, in the event that such transaction was based on an inaccurate description or other information. We change product descriptions and pricing from time to time, so you must check these details before ordering from us.  Some of the products appearing on the Website may have limited quantities and we cannot guarantee the availability of any particular product.

 

4.7        Returns and Shipping. All products are eligible for returns, refunds or exchanges only pursuant to the return policies of the seller.  If you have purchased a product offered through the Website that you wish to return, you must adhere to our Return Policy, located at: www.centera.co/__________.  Your sole remedy for any and all failures, delays or interruptions with respect to the ordering and delivery of our products ordered by you through the Website is limited to a refund for such products, if we determine in our sole discretion that you have complied with our Return Policy and thus that a refund is warranted.

 

5.         Usage Restrictions.

 

5.1        Your Content.  You agree to following terms and conditions for using the Website: (a) Centera has no obligation to use or respond to any of Your Content; (b) the provision of Your Content to us in no way imposes any obligation on Centera, whether of confidentiality, attribution, compensation or otherwise, and Centera shall not be liable for any disclosure or other use of any of Your Content; (c) all Your Content shall be accurate and correct, and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party; (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you post to the Website, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, and (f) all of Your Content shall comply with the provisions of Section 5.3 hereof specifically and all other applicable sections of this Agreement.

5.2        Quality and Review of Your Content.  We do not and shall not have any obligation to review, monitor, check or investigate Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person posted to the Website.  Thus, we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Website, and we are not responsible for any Your Content or the accuracy or opinions expressed by any Your Content.  Notwithstanding the foregoing or anything to the contrary in this Agreement, Centera (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Website users or service providers or any other person, as determined by us in our sole discretion. 

 

5.3        Usage Restrictions. You also agree that you shall not use the Website in any manner that:


(a) enables you (or enables any other person) to
(i) copy, modify, create a derivative work of, any Content, or (ii) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying any portion of the Website or the source code of the software underlying the Website or any portion thereof; 

 

(b)  interferes with operations or services provided by the Website or otherwise disrupts the Website in any way;


(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);

 

(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);

(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;


(f)
creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;

 

(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;

 

(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;

(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, or otherwise transmits, posts or sends unsolicited commercial messages, removes or modifies any postings, unauthorized commercial advertisements, affiliate links, and other forms of solicitation;


(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Website; or


(k) violates, or encourages others to violate this Agreement (or engages in any other activity deemed by us to be in conflict with this Agreement), or violates or encourages others to violate any applicable local, state, national, or international law.

 

5.4        Reporting Violations.  You shall immediately notify us in writing of any of Your Content or any other Content that you view through the Website which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.

 

6.         Intellectual Property.

 

6.1       Proprietary Rights.  Content provided by Centera or any of our third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for Your Content and third party Trademarks (as hereinafter defined) appearing on the Website, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Website (including without limitation all other Content appearing therein) is owned by us, and that you have no rights in and to the Website other than as expressly set forth in this Agreement.  Except for that information which is in the public domain and is not otherwise limited by third party rights or for which you have been given express written permission by us, no Content (other than for Your Content as uploaded by you to the Website alone) may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent or, where applicable, that of our licensors. However, you may print copies of materials on the Website for your personal, noncommercial use only, provided that you must keep intact all copyright, Trademark, and other proprietary notices appearing therein and that you use such materials only in the manner permitted by this Agreement and never in any manner which directly or indirectly competes with us.  For clarity and without limiting the foregoing, please note that Content posted by other Website users may also be protected by copyright, trademark patent and other rights under the laws of the United States and/or other jurisdictions, and no rights in such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.

 

 

6.3        Copyright Agent.  The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Website, (d) your address, telephone number, and email address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.  Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.  Our copyright agent for notice of claims of copyright infringement can be reached as follows:

 

Name:              Centera LLC Copyright Agent

Address:           971 Route 45,

Pomona, NY 10970

Telephone:        845-5484787

Email:               tm_cr@centera.co

 

We suggest that you consult your legal advisor before filing a notice with our copyright agent.  You should note that there can be penalties for false claims under the DMCA.  We will, in appropriate circumstances and to the extent plausible, terminate the right of Website users who infringe the rights of copyright holders to interact with certain portions of the Website. 

 

6.4        Trademarks.  "Centera” is a common law trademark of Centera. All other Trademarks referenced on the Website are the property of their respective owners.  Centera is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website and whose owner is not indicated to be Centera. As used herein, the term “Trademarks” means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Website which indicate a source of goods or services.  Trademarks are protected by the trademark laws of the United States and/or other jurisdictions.  You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by Centera or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder.

 

6.5        Removal of Notices.  You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content.  You shall abide by all such notices.

 

7.         Links; Third Party Websites. The Website may provide links to third party websites that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (a) the availability of such websites, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such websites, (c) your participation, correspondence or business dealings with any third party found on or through the Website regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Website. Your use of any website linked to from the Website is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of this Agreement.

 

8.         Representations, Warranties and Covenants.  You represent and warrant that (a) you have all rights, power and the full legal authority to enter into this Agreement (and if you are entering into this Agreement on behalf of any entity that you are fully authorized by such entity to so enter into this Agreement on its behalf), (b) you have carefully read this Agreement and shall comply with all of your obligations under this Agreement, the Privacy Policy (as hereinafter defined) and any other terms or conditions posted on the Website, (c) this Agreement is enforceable against you in accordance with its terms and conditions, and (d) regarding Your Content (i) you hereby waive any and all claims (including, without limitation, claims based upon invasion of privacy, defamation, false light, or right of publicity) arising out of any alteration, distortion or other use of your name, image or likeness or that of any third party which appears in any of Your Content (including without limitation your photograph or the photograph of a third party), (ii) the posting of Your Content by you does not and shall not violate any terms and conditions to which you are bound under this Agreement, any other applicable agreement, or any applicable law or regulation, (iii) you will not use any of Your Content provided other than as expressly permitted in this Agreement, and (iv) you are solely responsible for (and Centera has no responsibility to you or to any third party) any of Your Content that you create, transmit, display or post while using the Website and for the consequences of your actions, including without limitation any loss or damage which any of the Centera Parties may suffer which is related to any of Your Content or the enforcement of any rights by you in and to such of Your Content. 

 

9.         DISCLAIMER OF WARRANTIES. YOUR USE OF THE WEBSITE, AND ANY PRODUCTS AND/OR SERVICES YOU PURCHASE FROM US, IS “AS IS”, “AS AVAILABLE”, AND AT YOUR SOLE RISK. NONE OF THE CENTERA PARTIES HAS OR SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE WEBSITE OR OTHERWISE RELATED TO YOUR PURCHASE OR USE OF ANY PRODUCTS AND/OR SERVICES APPEARING ON THE WEBSITE. CENTERA FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM OR RELATED TO, ANY USE OF THE WEBSITE OR YOUR USE OF ANY OF THE PRODUCTS AND/OR SERVICES APPEARING ON THE WEBSITE. SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE CENTERA PARTIES DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE WEBSITE AND/OR ANY OF THE PRODUCTS AND/OR SERVICES APPERAING ON THE WEBSITE.  CENTERA DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, UNDER NO CIRCUMSTANCES SHALL CENTERA BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR ANY OF THE PRODUCTS AND/OR SERVICES APPEARING ON THE WEBSITE, OR YOUR INTERACTION WITH ANY THIRD PARTY LINKED TO FROM THE WEBSITE OR OTHERWISE.

 

10.        LIMITATION OF LIABILITY.    IN NO EVENT SHALL ANY OF THE CENTERA PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY YOUR USE OF (A) THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT APPEARING THEREON OR YOUR LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE), OR (B) ANY PRODUCT AND/OR SERVICE APPEARING ON OR OTHERWISE AVAILABLE THROUGH THE WEBSITE, WHETHER OR NOT ANY OF THE CENTERA PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE CENTERA PARTIES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 9 OR 10 HEREOF MAY NOT APPLY TO YOU BUT IN SUCH A CASE SUCH LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

11.        Indemnification. You shall indemnify, defend and hold harmless each of the Centera Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements (collectively, "Losses"), made by any third party arising out of or related to (a) the breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct, or (c) your violation of any law or regulation.  You shall provide all applicable Centera Parties with prompt written notice of any Claim or potential Claim of which you become aware.  Upon the assertion or commencement of any Claim against one or more of the Centera Parties by any third party that may give rise to liability of any such Centera Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable Centera Party; provided, however, that each such Centera Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof.  You shall not enter into any settlement of any Claim which any of the Centera Parties believes is adverse to its interests, without receiving the prior written consent of each of the Centera Parties affected by such Claim.  In no event shall any of the Centera Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.

 

12.        Privacy. Centera views the protection of your privacy as an important responsibility. The terms regulating the handling, use and storage of your PII and other information by us in connection with the Website is described in our Privacy Policy, which can be found at http://centera.co/privacy-policy (the “Privacy Policy”). By using the Website, you consent to the collection and use of your PII by us as described in the Privacy Policy.  However, the handling, use and storage of your PII by any third party is subject to the privacy policy (if any) of such third party and not the Privacy Policy; for instance, when you provide your credit card information to our e-commerce service provider, your PII will be subject to the privacy policy of our e-commerce service provider.

 

13.        No Endorsement.  Centera is neither affiliated with, nor sponsored or endorsed by, any specific product, service, methodology or person. The owners of any third party product, service, information, content, Trademark or copyright appearing on the Website are not sponsors of Centera or the Website and have not endorsed and are not affiliated with Centera or the Website, and Centera is not a sponsor and does not endorse any such third parties.

 

14.        No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Centera by this Agreement or as a result of your use of the Website or your purchase of any of the products and/or services appearing on the Website.

 

15.        Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Centera LLC, Attn: Legal Counsel, and by email to email at notice@centera.co, and to a User at the address and email listed provided to us by such User (if applicable). Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.

 

16.        Governing Law; Arbitration; NO CLASS CLAIMS; TIMELY FILING OF CLAIMS. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles.  Any dispute arising out of or relating to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the City of New York, State of New York, by an arbitrator with applicable industry expertise in online education industry, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and/or us shall be deemed to be confidential information and shall not be made public by either you or us. The non-prevailing party in such proceedings shall pay the prevailing party's costs and expenses, including but not limited to reasonable attorneys’ fees.  NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.  Notwithstanding the foregoing, we may apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST ANY OF THE CENTERA PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR OTHERWISE YOUR USE OF THE WEBSITE MUST BE FILED BY YOU PURSUANT TO THIS SECTION 16 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

 

17.        Assignment. You shall not resell or assign your rights, duties or obligations under this Agreement and that any attempted assignment or delegation will be void and of no force or effect whatsoever. This Agreement may be automatically assigned by Centera, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred.

 

18.        No Waiver.  Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches.  If Centera does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Centera has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Centera’s rights, and all such rights or remedies shall still be available to Centera.

 

19.        General. If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and Centera hereunder.

 

20.        Contact Us. If you have any questions or concerns regarding the Website, please contact us by email at support@centera.co or write to us at Centera LLC.