If you are a direct competitor of Centrix with regard to services and solutions, you are prohibited from using or accessing CentrixOne Software.
Centrix reserves the right to update or otherwise modify these TOS. These modifications will be effective immediately and will be incorporated to these TOS upon notice thereof, which may be provided by any reasonable mean. Your continued use of CentrixOne Software following such notice will be deemed to constitute acceptance of the updated TOS.
1.1. Description of CentrixOne Software. CentrixOne Software is essentially designed to optimize client relationship management.
1.2. Access. To use CentrixOne Software, you will need access to Internet, either directly or through devices that access content on the Internet, and you will therefore have to pay service fees for this access. You must also provide any equipment required and adapted for an Internet connection. It is your responsibility to maintain the Internet access required for your use of CentrixOne Software.
2.1. Centrix hereby grants you a non-exclusive, non-transferable and revocable license to use CentrixOne Software solely for business purposes. These TOS allow you to display, use and access CentrixOne Software for its intended purposes and is not a transfer of title.
3. Use of CentrixOne Software.
3.1. Authentication. Access to CentrixOne Software requires authentication from you (one user for each user code and paid license). It is specifically prohibited to use the same user code for different users or to authenticate more users than the number of paid licenses.
3.2. Prohibitions. You may not copy, save or otherwise use the data available via or from CentrixOne Software, except for your data (you are solely responsible for creating backup copies of this data) or as expressly allowed by these TOS. You may not, without limitation: (i) duplicate CentrixOne Software or any material and/or content therein; (ii) create derivative work from CentrixOne Software or any material and/or content contained therein or integrate it to another service or solution, except as expressly allowed by these TOS; (iii) use CentrixOne Software or any material and/or content therein for sale, distribution, rental or other commercial purposes of the same nature. You also may not: (i) circumvent any encryption or any other security or protection tool used with CentrixOne Software; (ii) use any data mining, robot or similar data gathering and extraction tools on CentrixOne Software; (iii) decompile, reverse engineer, modify or disassemble any aspect of CentrixOne Software and/or content; or (iv) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit or otherwise assign to a third party CentrixOne Software and/or its content or your right to access and use CentrixOne Software and/or its content as granted above.
3.3. Use of CentrixOne Software. You agree that your access and use of CentrixOne Software shall comply with these TOS and all laws and regulations applicable thereto. You undertake not to use CentrixOne Software for malicious, illegal or illicit purposes or otherwise to engage in industrial espionage.
4. User Responsibilities and Obligations
4.1. Compliance with applicable laws. You are solely responsible for the data entered in CentrixOne Software; Centrix is acting only as a providers of CentrixOne Software. Your use of CentrixOne Software is subject to applicable international, national, provincial, local and state laws and regulations, including those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities, privacy and personal information protection, intellectual property and illegal business solicitation.
4.2. Undertakings. You undertake to comply with these laws and regulations and not to (i) use CentrixOne Software illicitly; (ii) transmit or store materials that may violate intellectual property rights or other rights of any third party or that may contain illegal, illicit, tortuous, defamatory content, or content that violated third party’s privacy; (iii) transmit or store data belonging to a third party without first obtaining the required authorization; (iv) transmit data containing software viruses or other codes, files or dangerous computer programs such as Trojans, worms or delayed bombs; (v) disrupt or interfere with the servers of networks related to CentrixOne Software; or (vi) try to access CentrixOne Software, other user accounts, computer systems or networks related to CentrixOne Software without authorization or otherwise interfere with the use and enjoyment by another client of CentrixOne Software or the use and enjoyment by another entity of similar services.
4.3. Security and Internet. CentrixOne Software uses the Internet so that you can store the data of your choice. Consequently, your behaviour, along with that of all persons authorized to use CentrixOne Software in accordance with these TOS, is subject to your Internet provider’s rules, policies and procedures regarding access to the Internet. Furthermore, you undertake to preserve the security of your user name, password and other confidential information relating to your client account. To this effect, you must provide us and keep up to date a list of your representatives authorized to act in your name and whom you authorize to use CentrixOne Software.
4.4. No Refund. You acknowledge that monthly fees paid in advance, when applicable, are non-refundable, even if CentrixOne Software is not used at all or only partially during the applicable month, subject to any service level agreement in effect.
4.5. Cooperation. You agree to cooperate with Centrix to stop immediately any unauthorized use of CentrixOne Software. Any unauthorized use of CentrixOne Software or any material and/or content therein may lead to the immediate termination of your right to use CentrixOne Software.
4.6. Accurate Information. You also agree to provide Centrix, upon request, any information required to provide CentrixOne Software as intended. This information must be true, precise, exact, complete and up to date. You are also responsible for informing us of any change or modification in this regard. Any delay caused by your acts or omissions with respect to the delivery of any required information shall affect the provision of CentrixOne Software, without incurring any liability for Centrix.
4.7. Audit Rights. You agree that Centrix has audit rights over relevant metadata and logs to verify that your use of CentrixOne Software complies with these TOS.
5. Centrix responsibilities and obligations.
5.1. Provision of CentrixOne Software. Subject to payment of all applicable fees and compliance with these TOS and any related document, Centrix shall provide you with CentrixOne Software which shall substantially operate in accordance with its technical specifications.
5.2. Availability of CentrixOne Software. Subject to any applicable service level agreement, Centrix shall make all commercially reasonable efforts to make CentrixOne Software available at all times, with the exception of: (i) scheduled downtime communicated with a reasonable prior written notice; and (ii) any downtime caused by circumstances beyond the reasonable control of Centrix, including force majeure, action or inaction by you or any third party not associated with Centrix, failure caused by malfunctions of your equipment or that of a third party, failure caused by third party software issues or any other failure attributable to you.
5.3. Security. Centrix shall use all commercially viable efforts to secure your data and prevent any non-authorized access, use, modification or disclosure of confidential information by non-authorized parties. Centrix shall also keep in place administrative, physical and technological protective measures to protect data integrity. Centrix shall provide CentrixOne Software from servers managed by Centrix or subcontractors, located in Canada. However, you agree that CentrixOne Software may be provided, in whole or in part, by a third party, including, without limitation, for storage of data backed up through CentrixOne Software. Notwithstanding the foregoing, you acknowledge that, despite security measures in place, it is always possible that a malicious third party may bypass these measures and access data backed up through CentrixOne Software and you agree to bear this risk.
5.4. Limitation and interruption. You agree that Centrix may, without prior notice, modify, suspend, limit or terminate your access to CentrixOne Software (or any part thereof) at any time and for any reason that Centrix deems appropriate, at its sole discretion. Centrix is not liable to anyone for such an event, no matter the motive. This may be motivated, without limitation, by (i) a breach of these TOS or other terms and conditions related thereto; (ii) a request submitted by a law enforcement agency or other governmental body; (iii) technological or security problems or issues; or (iv) your involvement in potentially fraudulent, illegal or malicious activities or any act or omission that may be harmful to Centrix or a third party.
5.5. Modifications or Termination. Centrix reserves the right to substantially modify or discontinue CentrixOne Software following a prior notice of six (6) months to this effect to you. Centrix shall not be liable to you or any third party if Centrix exercises its rights to modify or discontinue CentrixOne Software, subject only to a refund on the date of the change or discontinuation of CentrixOne Software, when applicable.
5.6. Service Level. Centrix shall comply with the service level agreement, as more fully described in the schedule attached hereto.
6.1. Initial Term. The initial term of these TOS begins when you subscribe to CentrixOne Software. You cannot terminate these TOS during the initial term or any renewal, except in the event of a default by Centrix that is not remedied within fifteen (15) days of a written notice to this effect or in accordance with the provisions of the service level agreement attached as a schedule hereto.
6.2. Renewal. At the end of the initial term established when you subscribe to CentrixOne Software, these TOS shall automatically renew for sequential renewal periods for terms equal to the term of the initial term, unless otherwise agreed in writing or a written notice stating your intention not to renew these TOS, said notice to be given at least thirty (30) days before the renewal date. Renewal fees are based on effective rates applicable to CentrixOne Software.
7. Intellectual Property and Ownership of Centrix
7.1. Ownership of Centrix. All rights, titles and interests, including intellectual property rights related to CentrixOne Software and its database, any technology, documentation and training material provided by Centrix is the property of Centrix, its suppliers or licensors, as the case may be, and are protected by laws regarding intellectual property, including laws relating to copyright, patents, trademarks and/or trade secrets. You hereby assign and waive any suggestion, idea, improvement request, feedback, recommendation or other information provided by you or your representatives regarding CentrixOne Software, whether they arise from your use of CentrixOne Software or not. You hereby acknowledge that Centrix is the exclusive owner of all intellectual property rights relating to CentrixOne Software, whether registered or not, which may be granted or recognized pursuant to any law or principle of equity. You benefit from CentrixOne Software only in accordance with the rights granted herein and for your business operations.
7.2. Legal Notices. You undertake not to remove, damage or hide any notice or caption regarding any copyright, trademark or any other statement regarding the exclusive ownership of Centrix or its suppliers or licensors found on, integrated to or associated with CentrixOne Software. Any right that is not expressly granted under these TOS is reserved to Centrix and its licensors, if applicable.
7.3. Centrix Confidential Information. All documents and information, including, without limitation, look-and-feel components, development and presentation, trade secrets, client lists, designs, source and object codes, techniques, algorithms, procedures and technological or marketing information that are or were provided by Centrix under these TOS shall hereby be deemed the property of Centrix and their confidential nature shall be preserved for and on behalf of Centrix by you and your representatives, and this confidential information shall only be disclosed or used for the purposes authorized herein. You also undertake not to copy, reproduce, electronically communicate, store or keep, recreate or duplicate in any manner whatsoever, in whole or in part, this confidential information, except in accordance herewith. In this regard, you are directly liable for any act or omission from your representatives with regard to these confidentiality obligations. You undertake to protect this confidential information with the same level of diligence and same procedures used to protect your own trade secrets, proprietary information and other confidential information of similar importance, but in any case no less than reasonable diligence.
7.4. confidentiality Limitation. The confidentiality obligations set out in section 7.3 above do not apply to confidential information that, (i) at moment of disclosure, was part of the public domain, otherwise than as a result of a breach hereto; (ii) after disclosure, is easily and legally available to the industry or the public, otherwise than as a result of a breach hereto; (iii) was already known to you before the date of disclosure of the confidential information, to the extent that you can establish this with sufficient, convincing and documented proof; (iv) must be disclosed under any law by you, provided that you notify Centrix of such requirement before disclosing the confidential information so that Centrix may oppose such disclosure; or (v) is disclosed with the authorization of Centrix.
7.5. Ownership over your data. Notwithstanding the foregoing, it is understood that you retain the property rights on the data that you enter in CentrixOne Software. You are responsible for creating back-up copies of your data. It is also understood that Centrix has a limited license, for the term of these TOS, to access your data for the purposes set forth herein.
8. Improvement, maintenance and support
8.1. Improvements. You have the right to access, subject however to payment of applicable fees, new features added to CentrixOne Software when Centrix, at its sole discretion, releases them during the term of these TOS. Centrix may, at its sole discretion, improve its products and services. In order to optimize CentrixOne Software, Centrix reserves the right, at its sole discretion, to add, modify or remove features from CentrixOne Software at any time and without notice.
8.2. Optimization. Centrix may occasionally, at its sole discretion, establish and maintain general use practices in order to optimize the use and availability of CentrixOne Software and prevent any misuse. As part of its practices, Centrix reserves the right to monitor its system, implement technical solutions and modify these TOS to fix or prevent any problem, if and when necessary.
9. Confidentiality and protection of data
9.1. Use of Data. As part of providing CentrixOne Software, some information pertaining to you may be collected to monitor and optimize CentrixOne Software features. Centrix reserves the right to verify certain data or information at any moment in order to investigate (i) wrongful use, real or presumed, of CentrixOne Software, to which you hereby explicitly consent; or (ii) any technical problem or failure of CentrixOne Software at your request.
9.2. If Centrix must disclose information or provide a copy of your data to a governmental body under any law or in compliance with any court order, Centrix shall try to notify you beforehand, to the extent permitted by law. Centrix shall only disclose or provide information or data required by such law or order. You undertake to hold harmless and indemnify Centrix for any damage or liability with regard to such disclosure or transfer of data made in accordance with this section.
10. Limitation of Liability and No Warranty
10.1. As-is Software. CentrixOne Software is provided “as is” and “as available”. In this regard, Centrix disclaims all liability in case of deletion or failure related to CentrixOne Software. Centrix disclaims all warranties and representations, either expressed or implied, with respect to CentrixOne Software, including without limitation, of quality and/or fitness for a particular purpose, regarding its features, non-infringement, compatibility, performance, security or accuracy.
10.2. Collateral damages. Centrix and their licensors cannot be held liable for accessory, indirect, exemplary or punitive damages or damages related to loss of trust (in the context of contractual responsibility, tortious or other), including, without limitation, damages related to profit loss, revenue loss, goods and equipment loss, technological loss, rights or services loss, loss of data or interruption or lost access to services or equipment (collectively the “Collateral Damages”), whether said Collateral Damages result from the negligence or deliberate fault of Centrix, regardless of the fact that Centrix may have been advised of the probability of such damage.
10.3. CENTRIX RESPONSIBILITIES. Centrix or its licensors’ responsibility, resulting from providing CentrixOne Software or in any other situation resulting from or related to these TOS, as well as the exclusive remedy of all parties with respect to any damages suffered by you, must be limited to the smallest value between x) the provable amount of real damages directly suffered by you and y) the net amount effectively paid by you to Centrix for the applicable services, to which you subscribed for a period of twelve (12) months.
10.4. NO WARRANTY. Centrix exerts reasonable efforts to provide quality service, but we do not warrant that CentrixOne Software will be uninterrupted or free of errors, failures, breakdowns, any harmful or damaging content, or that it will be secure or protected from unauthorised access. Centrix assumes no liability and provides no warranty with regard to the storage of data entered in CentrixOne Software. Centrix and its licensors decline any and all responsibility in case of deformation, wrong usage, misuse, negligence, inappropriate use, inappropriate electrical current or tension, repairs conducted by third parties, degradations, modifications, accidents, fires, flooding, and acts of vandalism or natural disasters. Except for provisions contained herein, there shall be no other representation, warranty or undertaking provided with respect to CentrixOne Software.
11.1. Indemnification BY YOU. You undertake to defend, hold harmless and indemnify Centrix, their parent corporations, subsidiaries, directors, managers, employees and agents against all claims, requirements, costs, damages, losses, responsibilities and third party expenses, including reasonable lawyers’ fees, issued by third parties in relation to the use of CentrixOne Software and arising from the nature of the data, transmitted or stored via CentrixOne Software, including but not limited to any breach of these TOS. You shall indemnify and hold harmless Centrix, their parent corporations, subsidiaries, directors, and employees, agents against all claims relating to the use of services from telecommunication or Internet companies.
11.2. Indemnification by Centrix. Centrix shall defend, hold harmless and indemnify you against all claims, requirements, costs, damages, losses, responsibilities and third party expenses, including reasonable lawyers’ fees, issued by third parties in relation to any breach by Centrix of these TOS.
12. GENERAL TERMS AND CONDITIONS
12.1. GOVERNING LAW AND JURISDICTION. These TOS and CentrixOne Software are solely governed by the laws of the province of Quebec and federal laws applicable therein, without giving effect to any conflicts of law principles. Any dispute, action or claim arising from or in relation to these TOS or CentrixOne Software will be under the exclusive jurisdiction of the competent courts in the judicial district of Montreal, province of Quebec, Canada.
12.2. WAIVER AND SEVERABILITY. Failure of Centrix to exercise or enforce any provision of these TOS shall not constitute a waiver of such provision. Should a competent court find any provision of these TOS, or any portion thereof, to be unenforceable, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in said provision, and the remainder of these TOS will continue in full force and effect.
12.3. ASSIGNMENT. You may not assign or transfer your rights under these TOS without the written prior consent of Centrix. Centrix may assign, without your consent, all rights and obligations arising from these TOS to a subsidiary, affiliated company or successor of their operations and assets, in whole or in a substantial part. Subject to the foregoing, these TOS shall be binding upon and ensure to the benefit of the parties and their authorized successors and assigns.
12.4. License for promotional purposes. You hereby grant Centrix the right to identify you as a client on their website and business documents. For such purpose only, you grant unto Centrix the limited, non-exclusive, royalty-free right to display your name and logo.
12.5. Survival. Provisions of sections 3.2, 4.1, 4.2, 4.3, 7, 9, 10 and 11 shall remain in effect regardless of the termination or expiration of these TOS.
12.6. ENTIRE AGREEMENT. These TOS, as well as the attached schedules, and subject to terms and conditions applicable to third parties, constitute the entire and complete agreement between you and Centrix regarding CentrixOne Software.
12.7. Data analysis. To allow Centrix to ensure the development and improvement of CentrixOne Software, you agree that some information regarding the use of CentrixOne Software by you shall be transmitted through the Internet, with the help of Web services, to Centrix’s servers. When an authorized user closes a session opened in CentrixOne Software, certain usage statistics are transmitted securely and anonymously. No personally identifiable information shall be transmitted and Centrix shall be unable to know from which user comes the information. Centrix uses this information only for management and prioritization of developments for their technological solutions to improve quality. Collected information shall not be disclosed to third parties nor used for commercial purposes and is deleted periodically.