Terms and Conditions

last updated: Jun 23, 2021
These Terms of Service constitute a legally-binding contract (the “Agreement”) between you (“You” or “Your”), and Centime Inc. (along with its affiliates, successors and assigns (“Centime”, “We”, “Us, or “Our”) governing your access and use of the website (“Website”) and application (“Application”) on which this set of terms appears, and any data, services, activity or transactions that are offered, made available or facilitated through any of the above.
If You use the Website or Application on behalf of an organization or entity (an “Organization”), You represent and warrant that (1) You are duly authorized by that Organization to accept this Agreement on behalf of the Organization, (2) You accept this Agreement on behalf of the Organization, Your customers and Your vendors, (3) You are duly authorized and empowered to use the Application on behalf of the Organization.  You are responsible for obtaining all consents and authorizations needed to accept this Agreement from your customers and vendors, if applicable.
All references herein to the Application are intended to equally pertain to the Website and Your use of it. You accept and agree to these terms by executing an order form to which they are referenced or attached as an exhibit or by an electronic acceptance..
Please read these Terms of Service carefully before clicking the "I Agree" button accessing or using the Centime Application or financial products.

Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms used herein shall be construed to have the meanings set forth below:
  • “Agreement” means these Terms of Service that forms the entire agreement between You and the Company regarding the use of the Application and Website.
  • “Application” means the software program, services and products provided by the Company that is accessed by You and viewed on a Device.
  • “Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form.
  • “Device” means any device that can access the Application such as a computer, a cellphone or a digital tablet.
  • “Third-Party Services” means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.

License

Scope of License

The Company grants You a revocable, non-exclusive, non-transferable, limited license to access and use the Application strictly in accordance with the terms of this Agreement. The license that is granted to You by the Company is solely for your personal, non- commercial purposes strictly in accordance with the terms of this Agreement.  By accepting this license, You grant Centime the right to contact your customers and suppliers, as may be necessary or appropriate for Centime to provide Our services.

Eligibility to Use the Application

You represent and warrant that: (a) all users of the Application are at least 18 years of age; (b) You have not previously been suspended or removed from access to the Application; and (c) You will provide any and all documentation as requested by Centime, including as needed to verify identity and creditworthiness.

License Restrictions

You agree not to, and You will not permit others to:
  • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
  • Copy or use the Application for any purpose other than as permitted herein.
  • Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of theApplication.
  • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or licensors that appear on the Application.

Fees

Depending on Your intended use of the Application, fees may be payable to Centime and/or You may be entitled to a free trial period.  Full details are available on the Application.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company or its licensors.
The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions provided by You to the Company with respect to the Application (“Suggestions”) shall remain the sole and exclusive property of the Company. The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

Modifications to the Application

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

Updates to the Application

The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all Updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

Maintenance and Support

The Company does not provide any maintenance or support for the use of the Application. To the extent that any maintenance or support is required by applicable law, the Company shall provide such maintenance or support.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services. Third-party Services and links thereto are provided solely as a convenience to You and Your access and use of them is entirely at your own risk and subject to such third parties' terms and conditions.

Privacy Policy

The Company collects, stores, maintains, and shares information about You in accordance with Our Privacy Policy - https://centime.com/privacy-policy. By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms and conditions of Our Privacy Policy.

Term and Termination

This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may terminate this Agreement by terminating access to and use of the Application. Upon termination of this Agreement, You shall cease all access and use of the Application. Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You of any of your obligations under it.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects, without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non- infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance, accuracy or reliability standards or be error free, that any errors or defects can or will be corrected or that the Application, its servers, the content, or emails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and its suppliers under any provision of this Agreement and Your exclusive remedy for any direct damages You may incur due to a breach by the Company shall be limited to the amount actually paid by You for the Application or through the Application. To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.  In such an instance, the Company’s and its suppliers’ liability shall be limited to $100.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, (ii) You are not listed on any United States government list of prohibited or restricted parties, and (iii) You comply with all Centime Know Your Customer policies, as they may be provided to you by Centime from time to time.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will provide at least thirty (30) days' notice prior to any new terms taking effect by notice on Our homepage or at this URL. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application and must terminate use of it.

Governing Law

The laws of the State of Massachusetts, USA, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Depending on Your location, Your use of the Application may also be subject to other local, state, national, or foreign laws.

Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.

Digital Millennium Copyright Act Notice

If you believe that the Application contains content that infringes on your copyright, please forward the following information to 75 State Street, Boston, MA 02109 or by email to: help@centime.com
  • A description of the copyrighted work that You claim has been infringed;
  • A description of where the alleged infringing material is located;
  • A statement by You that You have a good faith belief that the disputed use is not authorized by You, the cop
  • copyright owner, its agent, or the law;
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
  • 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.

Contact Us

If you have any questions about this Agreement, You can contact Us by telephone at 617 250 7251 x 101 or by email at help@centime.com