Consumer Terms of Service Agreement
Last Updated: May 31, 2016
Section 230(c) Notice: The Company is an Internet Service Provider and does not have control over any content offered by the Company's clients. The Company is not a publisher or editor of content and does not store its clients' content on its servers. For any tangible item that you purchase from a client's website, the Company does not own, store, ship, control, or know what is being offered, sold, purchased, or shipped.
Section 230(d) Notice: This Site may contain or link to sexually explicit material unsuitable for minors. Under 47 U.S.C. § 230(d), you are notified that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the Internet by searching “parental control protection” or similar terms. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse: CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.
1. Acceptance of Terms of Service
The Site and the services are offered and available to users who are at least 18-years old and have reached the age of majority where they live. By using this Site or the services, you state that you are (1) at least 18-years old, (2) have reached the age of majority where you live, and (3) have the legal capacity to agree to these terms and to perform the acts required of you by these terms. If you do not meet these requirements, you must not access or use the Site or the services.
2. Changes to Terms of Service
2.1 Right to Change Terms
The Company may, in its sole discretion, change these terms (“updated terms”) on one or more occasions.
2.2 Notice of Updated Terms
Unless the Company makes a change for legal or administrative reasons, the Company will provide reasonable advance notice before the updated terms become effective. You acknowledge that the Company may notify you of the updated terms by posting them on the Site.
2.3 Acceptance of Updated Terms
Your use of the Site or the services after the effective date of the updated terms constitutes your agreement to the updated terms. You should review these terms and any updated terms before using the Site or the services.
2.4 Effective Date of Updated Terms
The updated terms will be effective as of the time of posing, or any later date as may be stated in the updated terms, and will apply to your use of the Site and the services from that point forward.
3. Description of Services
The Company will provide you with one username and password to access the Merchant Website and its contents for which you are purchasing membership or the Company will process as a separate order any transaction for tangible items you purchase from the Merchant Website. The Company is not responsible for the merchandise ordered from the Merchant Website. The Merchant is responsible for all customer service for tangible items and you are notified that any inquiries are to be made directly to the customer service contacts listed on the Merchant Website. The Company is not making any warranty or guarantee, including any statements, claims, or descriptions that have been made by the Merchant concerning the tangible items. The Company is not responsible for lost shipments or damaged or defective items.
4.1 CentroBill.com will appear on your credit card, bank statement, or phone bill for all charges made. If multiple merchant websites are joined using any payment method, your statement will list each individual purchase comprising the transaction. The Company may include other information on your statement based on credit card association, telephone regulation, the Electronic Payments Association (NACHA), and any other mandated rules and regulations.
4.2 If you elect to use your checking account to purchase a membership to or a tangible item from a merchant website, an ACH debit will be presented to your bank account. Your agreement to this agreement is your approval for the Company to issue an ACH debit to your bank account.
5.1 Merchant websites may have periodic membership fees that are defined by the owners of the merchant websites at the time of the initial purchase. You are responsible for these fees according to the terms of the Merchant Website. Once you have the ability to access the Merchant Website using the username and password assigned to you, the membership fees become nonrefundable.
5.2 Pricing for tangible items will appear on the Merchant Website associated with the item. The Company will process a single transaction for the total amount of a shopping cart including any taxes, shipping and handling charges, and any other miscellaneous charges added by the Merchant. Returns and refunds are governed by the Merchant's terms and conditions. The Company's responsibility ends with processing the transaction. Any issues involving the tangible item are between you and the Merchant.
6. Automatic Recurring Billing (If Selected on the Sign-Up Page)
6.1 This section 6 applies to non-tangible items only. As determined by the Merchant, the membership fees may be automatically renewed at the end of the original term selected, for a similar period, unless notice is received from you no later than two business days before renewal. All special introductory offer memberships will be exempt from the two-business day notice requirement, but you must notify the Company directly 24 hours before the end of the trial/special offer period to cancel automatic renewal. All trial/special offer memberships will renew at the stated membership rate.
6.2 Unless this agreement is cancelled, you hereby authorize the Company to charge your chosen payment method to pay for the ongoing cost of membership. You further hereby authorize the Company to charge your chosen payment method for any additional purchases of services and entertainment provided by the Merchant Website.
7. Electronic Receipt
The Company will email a receipt to you to the email address provided during the initial membership or purchase. You may, at any time, request a copy of the account of charges made during the life of your membership to the Merchant Website. Requests must be made directly to the Company. To contact the Company, go to centrobill.com/consumer/en/contact.html.
8.1 At any time, and without cause, subscription to the Merchant Website may be terminated by the Company, the Merchant, or you on notice by email, mail, telephone, or fax. You may also cancel your membership online at centrobill.com/consumer/en/index.php by clicking “Cancel membership” and following the instructions. The Company will send confirmation of cancellation to the email address used at the time of the original purchase. If you do not receive a confirmation of cancellation, please contact the Company to verify cancellation and your contact information. When you request cancellation, your membership fees are not refunded. You are liable for charges incurred by you until termination of service.
8.2 If you request cancellation or request a refund from the Company, your bank, card issuer, or phone company due to unauthorized or fraudulent use, the Company may, at its discretion, block your information form use at all participating merchant websites to prevent further unauthorized use. This will not, however, prevent unauthorized user at non-participating merchant websites and is not a substitute for contacting the appropriate entities to prevent further misuse.
8.3 If you are taking advantage of a “Free” trial period through a credit card, please be aware of the following: The Company will request and your bank will immediately put a “Reserved Funds” hold on your credit card for the amount of the membership plan you have selected. If the free trial is canceled within the timeframe allowed by the Merchant Website, it typically takes the banking system seven to ten days to remove the credit card hold from these funds. Please understand that the Company has no way to remove this hold. During the trial period and for a minimum of seven to ten days after you cancel, these funds are considered out of your bank even though technically they are still there, and you could overdraw or exceed the limits of your account. You are responsible for any charges imposed by your credit card issuing bank for exceeding your account limits or overdrawing your account.
8.4 If you are ordering tangible items, please be aware that the Company will charge your account immediately for the amount of the transaction even though the items have not been shipped. The Merchant will notify you when the items you have ordered have been shipped and you will receive from the Merchant the carrier's tracking number.
9.1 When you cancel your membership, membership fees are not refundable. If the Company issues a refund, all refunds will be credited solely to the payment method used in the original transaction. The Company will not issue refunds by cash, check, or to another credit card or payment mechanism.
9.2 Requests for refunds for or returns of tangible items are to be directed directly to the Merchant. The Company does not keep records of the sale other than the information necessary to process the total transaction.
10. Authorization of Use
10.1 If you purchase access to a merchant website, you are hereby granted a license to use the issued username and password to access the service or material located at the Merchant Website. This license is granted for sole use to one member. All memberships are provided for personal use and will not be used for any commercial purposes or by any commercial entities. Commercial use of either the Merchant Website or any material found on the Merchant Website is prohibited unless authorized by the Merchant Website in writing. No material on the Merchant Website will be transferred to any other person or entity, whether commercial or noncommercial. In addition, materials will not be modified or altered. Materials will not be displayed publicly, or used for any rental, sale, or display. These restrictions on use will apply to all copyrights, trademarks, or other proprietary and intellectual property interests held by the Merchant in the materials. You will not remove or tamper with any proprietary notices or labels—including copyright, patent, service mark, or trademark contents—on the materials.
10.2 The Company or the Merchant may terminate any issued username and password at any time if you breach this agreement. If you breach this agreement, you will promptly destroy any information or material printed, downloaded, or otherwise copied from the Merchant Website.
11. Transfer of Membership
11.1 Access to a membership website is through a combination of a username and a password. You will not release your username and password to any other person, and will keep your user name and password confidential. Unless required by law or a court order, the Company will not release passwords for any reason to anyone other than the applicable member or a law enforcement agency investigating a fraudulent use of credit card complaint. Unauthorized access to the Merchant Website is a breach of this agreement and a violation of law. You acknowledge that the Merchant may track—through the use of special software—your entry to the Merchant Website.
11.2 If any breach of security, theft, loss, or unauthorized disclosure of your username and password occurs, you will promptly notify the Company or the Merchant Website of the security breach or any other unauthorized use of your username and password. You will remain liable for unauthorized use of service until the Company or the Merchant Website is notified of the security breach by email or telephone.
12. Sanction and Approval of Age Restricted Products and Material
The owner of the Merchant Website may be providing material or products that are intended for viewing or purchase by individuals who are of legal age in the jurisdiction where the Merchant Website is being viewed and are at least 18 years old and the age of majority. Materials available on the Merchant Website may include depictions that are visually graphic in nature and should not be accessed by anyone who is not of legal age.
13. Supplemental Terms
The Merchant Website may have additional terms that are an integral part of its offering to you, and are in addition to this agreement. The Merchant Website's terms will not invalidate any part of this agreement. This agreement applies to the Company, the Merchant Website, and you.
14. Use of Site
During this agreement, the Company hereby grants you a nonexclusive, nonsublicensable, nontransferable license to access the Site and its services for your personal and noncommercial use in accordance with this agreement.
14.2 Intellectual Property Rights
The Site and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of the material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Company reserves all rights not expressly granted in and to the Site. You will not engage in the use, copying, or distribution of any part of the Site or the services other than expressly permitted.
The CENTROBILL name and logo are the Company's trademarks, and must not be copied, imitated, or used, in whole or in part, without the Company's advanced written permission. In addition, all page headers, custom graphics, button icons, and scripts are the Company's service marks, trademarks, and trade dress, and must not be copied, imitated, or used, in whole or in part, without the Company's advanced written permission.
14.4 User Conduct
You will not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Site in any medium, including by any automated or non-automated “scraping;”
- using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Site;
- transmitting spam, chain letters, or other unsolicited email;
- use the Site to collect email addresses for sending unsolicited emails;
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
- taking any action that imposes, or may impose at the Company's sole discretion an unreasonable or disproportionately large load on the Site infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Site;
- collecting or harvesting any personally identifiable information, including account names, from the Site;
- using the Site for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Site;
- accessing any content on the Site through any technology or means other than those provided or authorized by the Site;
- bypassing any security measures the Company may use to prevent or restrict access to the Site, including features that prevent or restrict use or copying of any content or enforce limitations on use of the service or the content in it;
- decipher, decompile, disassemble, reverse engineer, or otherwise try to derive any source code or underlying ideas or algorithms of any aspect, feature, or part of the services; or
- modify, translate, or otherwise create derivative works of any part of the Site or services.
The Site may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
16. Third-Party Content
Through the Site, you may have the ability to access or use content provided by third parties. The Company cannot guarantee that this third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable for your access or use of any third-party content.
18. Copyright Policy
18.1 The Company respects the intellectual property rights of others and expects users of the service to do the same. The Company will respond to notices of alleged copyright infringement that comply with law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company's copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA):
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
18.2 It is the Company's policy to terminate the user accounts of repeat infringers.
19. Changes to the Site; Availability
19.1 Although the Company may update the content on the Site on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and the Company is not required to update that material. If you believe you have found errors or omissions on the Site, you can bring them to the Company's attention by emailing the Company at firstname.lastname@example.org.
19.2 While the Company will try to make sure that the Site is always available, the Company does not guarantee continuous, uninterrupted, or secure access to the Site or the service. Many factors or circumstances outside of the Company's control may interfere with or adversely affect its operation of the Site.
20. Reliance on Information Posted
20.1 The Company makes the information presented on or through the Site available for general information purposes only. The Company is not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. The Company will not be liable for any reliance placed on these materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
20.2 The Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the Company's opinion. The Company will not be liable to you or any other person for the content or accuracy of any materials provided by any other person or entity.
21. Compliance with Law
The Company is located in the Republic of Cyprus. The Company is not making any statement that the Site or any of its content is accessible or appropriate outside of the Republic of Cyprus. Access to the Site might not be legal by certain persons or in certain countries. If you access the Site from outside the Republic of Cyprus, you do so on your own initiative and are responsible for complying with all local laws.
22.1 You acknowledge that the Company cannot and does not state that files or links available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Site for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any services or items obtained through the Site or to your downloading of any material posted on it, or on any website linked to it.
22.2 Your use of the Site, its content, and any services or items obtained through the Site is at your own risk. The Company provides the Site, its content, and any services or items obtained through the Site “as is,” “with all faults,” and “as available,” without making any warranties, either express or implied. The Company is not making any warranty (1) that the Site, its content, or any services or items obtained through the Site will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Site or the server that makes it available is free of viruses or other harmful components; or (4) that the Site or any services or items obtained through the Site will otherwise meet your needs or expectations.
22.3 The Company is not making any warranty, whether express, implied, statutory, or otherwise, including warranty of merchantability, title, noninfringement, privacy, security, and fitness for particular purpose.
23. Limit on Liability; Release
23.1 The Company will not be liable to you for any of the following:
- Errors, mistakes, or inaccuracies of content;
- Property damage resulting from your access to and use of the Site or the Merchant Website;
- Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
- Unauthorized access to or use of the Company's servers and any personal or financial information stored in them, including unauthorized access or changes to your account, transmissions, or data;
- Interruption or cessation of transmission to or from the Site or the Merchant Website;
- Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Site or the Merchant Website by any person or that might infect your computer or affect your access to or use of the Site, the Merchant Website, or your other services, hardware, or software;
- Incompatibility between the Site or the Merchant Website and your other services, hardware, or software;
- Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Site or the Merchant Website; or
- Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Site or the Merchant Website.
23.2 You hereby release the Company from all liability arising out of the conduct of other users or persons, including disputes between you and one or more other merchants or persons.
24. Exclusion of Damages; Exclusive Remedy
24.1 Unless caused by the Company's gross negligence or its intentional misconduct, the Company will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of your access or your inability to access the Merchant Website, the Site, the services, or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
24.2 The Company also will not be liable to you for any damages for any of the following:
- loss of revenue;
- loss of profits;
- loss of goodwill;
- loss of business or anticipated savings;
- loss of use;
- loss of services;
- loss of data;
- loss of privacy;
- cost of procurement of substitute services; or
- computer failure related to your access of or your inability to access the Merchant Website, the Site, the services, or the content.
This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
24.3 If you are dissatisfied with the Merchant Website, the Site, the services, or have any other complaint, your exclusive remedy is to stop using the Site and the Merchant Website. The Company's maximum liability to you for any claim will not exceed €50.
25. Scope of Disclaimers, Exclusions, and Limits
The disclaimers, exclusions, and limits stated in sections 22, 23, and 24 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits might not apply to you.
26. Loss Payment (aka Indemnification)
26.1 In General
You will pay the Company for any loss of the Company's that is caused by any of the following:
- your access of the Site or the Merchant Website;
- your conduct on the Site or the Merchant Website;
- your use of the services;
- your breach of this agreement;
- your violation of rights of another person, including intellectual property and privacy rights;
- your violation of law;
- your negligent, fraudulent, or intentional conduct; or
- your criminal conduct.
But you are not required to pay if the loss was caused by the Company's intentional misconduct.
- “Loss” means an amount that the Company is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
- A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
26.3 The Company's Duty to Notify You
The Company will use reasonable efforts to notify you before the 30th day after the Company knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Company's failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to mitigate losses.
26.4 Legal Defense of a Claim
The Company has control over defending a claim for a loss (including settling it), unless the Company directs you to control the defense. If the Company directs you to control the defense, you will not settle any litigation without the Company's written consent if the settlement (1) imposes a penalty or limitation on the Company, (2) admits the Company's fault, or (3) does not fully release the Company from liability. You and the Company will cooperate with each other in good faith on a claim.
26.5 No Exclusivity
The Company's rights under this section 26 do not affect other rights the Company might have.
27. Dispute Resolution
27.1 Litigation Election
Either party may elect to litigate the following type of case or controversy:
- an action seeking injunctive relief, or
- a suit to compel compliance with this dispute resolution process.
27.2 NegotiationEach party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Site, the Merchant Website, or this agreement.
- If the parties cannot settle a dispute arising out of or relating to the Site, the Merchant Website, or this agreement through negotiation after negotiating for at least 30 days, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules.
- Mediation will take place in Nicosia, Cyprus, and the language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties otherwise agree in writing.
- Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial discussion between the mediator and the parties.
If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Site, the Merchant Website, or this agreement by arbitration administered by the ICC in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.
Unless the parties agree otherwise, the arbitration will take place in Nicosia, Cyprus.
Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
The arbitrator may grant whatever relief that would be available in a court at law or in equity in the Republic of Cyprus, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The award rendered by the arbitrator will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. The arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under these terms without the advance written consent of both parties.
27.5 Injunctive Relief
You acknowledge that breach by you of your obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, the Company may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
- Each party hereby waives any claim that any proceeding brought in accordance with section 27.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.
27.7 Recovery of Expenses
- For purposes of section 27.7(a), “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
27.8 Jury Trial Waiver
Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Site, the Merchant Website, or this agreement. Either party may enforce this waiver up to and including the first day of trial.
27.9 Class Action Waiver
The parties will conduct any proceedings to resolve a dispute in any forum on an individual basis only. Neither you nor the Company will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any arbitration or proceeding with another without the advanced written consent of all parties to all affected arbitrations or proceedings.
27.10 Limitation on Time to Bring Claims
A party will not file a claim arising out of or relating to the Site, the Merchant Website, or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
28.1 Entire Agreement
This agreement constitutes the entire agreement between you and the Company about your access to the Site and the Merchant Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to the Site and the Merchant Website. A printed version of this agreement will be admissible in any proceedings arising out of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.
28.2 Copy of this Agreement
You may—and the Company recommends that you—print this agreement on your printer or save it to your computer. If you have trouble printing a copy, please contact the Company at email@example.com and the Company will email you a copy.
28.3 Assignment and Delegation
The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company's advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this provision is void.
The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
The parties intend as follows:
- that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
- that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
- that if an unenforceable provision is modified or disregarded in accordance with this section, then the rest of the agreement will remain in effect as written; and
- that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
All questions, complaints, or notices regarding a merchant website must be directed to the Company. All cancellations of membership service to a merchant website must also be directed to the Company. All questions, complaints, or notices regarding a tangible item must be directed to the Merchant.
- Sending Notice to the Company
You may send notice to the Company by email at firstname.lastname@example.org or through the Site's contact form unless a specific email address is set out for giving notice. The Company will consider an email notice received by it only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Site. Please check the Site for the most current information for sending notice to the Company.
- Sending Notice to You—Electronic Notice
You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Site chosen for this purpose. The Company will consider notices sent to you by email received when the Company's email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
28.7 Rights and Remedies Cumulative
A party's exercise of any right or remedy under this agreement does not preclude the exercise of any other right or remedy. All of the parties' rights and remedies are cumulative and are in addition to any other right or remedy set out in this agreement, any other agreement between the parties, or which may now or later exist at law or in equity, by statute or otherwise.
28.8 Governing Law
The laws of the Republic of Cyprus—without giving effect to its conflicts of law principles—govern all matters arising out of or relating to this agreement, the Site, or the Merchant Website, including the validity, interpretation, construction, performance, and enforcement of this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a “sale of goods.”
28.9 Force Majeure
The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond the Company's reasonable control delays or continues to delay the Company's performance, including:
- Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
- War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
- Fiber cuts;
- Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
- Failure of the telecommunications or information services infrastructure; and
- Hacking, SPAM, or any failure of a computer, server, network, or software.
28.10 Relationship of the Parties
This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a nonparty.
28.11 Successors and Assigns
This agreement inures to the benefit of, and is binding on, the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 28.3 addresses these matters.
28.12 Permission to Send Emails to You
28.13 Electronic Communications Not Private
The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Site to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Site or the Merchant Website may read all messages you send to the Site regardless of whether they are intended recipients.
28.14 Electronic Signatures
Any affirmation, assent, or agreement you send through the Site or the Merchant Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
28.15 Consumer Rights Information—California Residents Only
This section applies only to California residents. In compliance with section 1789 of the California Civil Code, please note the following:
1119 Campus Drive
Morganville, New Jersey 07751
+1 877 778-8382
CentroBill (Cyprus) Limited
9 Karpenisiou Street
28.16 Complaints—California Residents
You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.
28.17 Survival of Provisions
This agreement's provisions that by their nature should survive termination will survive termination, including ownership provisions, disclaimers, and limitations of liability.
The Company encourages you to give feedback about the Company, the Site, or the service. But the Company will not treat as confidential any suggestion or idea you give, and nothing in this agreement will restrict the Company's right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.
28.19 Contact Information
In this agreement, the following usages apply:
- Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor's sole discretion.
- References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.
- References to numbered sections in this agreement also refer to all included sections. For example, references to section 6 also refer to 6.1, 6.1(a), etc.
- References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.
- “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.
- “Including” means “including, but not limited to.”