Centro Commerce Inc. (“Centro Commerce”, “we”, “our” or “us”) offers a software solution that enables businesses to manage their inventory and online orders seamlessly, through its web-based application (the “Centro CommercePlatform”). You might access the Centro Commerce Platform through a web browser or through mobile applications. The Centro Commerce Platform, together with any services related to the provision, use and support of the Platform, are collectively the “Services”.
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CENTRO COMMERCE. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY ACCESSING THE PLATFORM, OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE CENTRO COMMERCE PLATFORM AND ALL OTHER ASPECTS OF THE SERVICES. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE USING THE CENTRO COMMERCE PLATFORM AND THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE CENTRO COMMERCE PLATFORM OR THE SERVICES.
These Terms are effective on the earlier of the date (a) you click to accept these Terms, or (b) you first sign up for an account or otherwise use the Centro Commerce Platform or the Services. You acknowledge the Centro Commerce Privacy Statement (the “Privacy Statement”) located at Privacy Policy as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.
You must register for a Centro Commerce account to use the Services, which requires a username, password, email address, and additional information as set out in our Privacy Statement. You are responsible for maintaining the confidentiality of your username and password. Centro Commerce may also allow you to register using Third Party Services (as defined in Section 13) such as your Google, Facebook or Apple Account. Centro Commerce recommends that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party. Centro Commerce may reject, or require that you change, your username or password. You represent and warrant to Centro Commerce that you have not misrepresented any information that you have provided to Centro Commerce in connection with your account. You are solely responsible for all activities that occur under your account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Centro Commerce Platform and the Service, including those related to data privacy, international communications and the transmission of technical or personal information. If you become aware of any unauthorized use of your account, you must notify Centro Commerce immediately. It is your responsibility to update or change your account information, as appropriate.
For a summary of how Centro Commerce collects, uses and discloses personal information, please see Centro Commerce’s Privacy Statement.
"Personal Information" means information about an identifiable individual as described under Canadian privacy laws, which may include, but is not limited to, your name, e-mail address and telephone number. Personal Information does not include any business contact information that is solely used to communicate with you in relation to your employment, business or profession, such as your name, position name or title, work address, work telephone number, or work e-mail address. Personal Information also does not include information that has been anonymized or aggregated in such a way thatthere is no serious possibility it can be used to identify an individual, whether on its own or in combination with other information.
Centro Commerce grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Centro Commerce Platform, the Services, and the content that Centro Commerce makes available to you on the Centro Commerce Platform, including marketing materials, text, audio, video, photographs, maps, illustrations, graphics, the Marks (as hereinafter defined) and other media (“Content”), in each case subject to and conditional on your continued compliance with the terms and conditions of these Terms. All Content available through the Centro Commerce Platform is owned by Centro Commerce and Centro Commerce’s third-party providers. All Content is provided for informational purposes only, and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. These Terms permit you to use the Services for your personal use only, and not for any commercial purpose other than for transactions and commercial activity enabled by the functionality of the Centro Commerce Platform. For greater certainty, Centro Commerce, in its sole discretion, may terminate or suspend your license to use the Centro Commerce Platform and/or some or all of the Services or Content at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If Centro Commerce terminates or suspends your license to use the some or all of the Services or Content, these Terms will nevertheless continue to apply in respect of your use of the Services and Content prior to such termination or suspension.
• The Centro Commerce Platform enables you to provide and upload content that includes but not limited to feedback, messages, text, order information, inventory data, images, graphics, geographic data, and other information or content. (collectively, "Your Content"), to the Centro Commerce Platform for the purposes of making Your Content available to the public, including other users of the Centro Commerce Platform. You acknowledge and agree that you are solely responsible for all Your Content you submit, provide or upload and the consequences for submitting, providing or uploading it. Your Content must comply with all laws and these Terms.
• Centro Commerce will use Your Content in connection with providing the Services to you and to other users of the Services. Centro Commerce may make Your Content available to the public, including to other users of the Centro Commerce Platform, in order to provide the Services. You agree that by providing any of Your Content in whatever form and through whatever means, you grant to Centro Commerce a perpetual, worldwide, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, process, display, publish, distribute, and make available to the public all or any portion of such Your Content in connection with providing the Services to you and to other users, and to incorporate Your Content in any form into the Services. This license includes the right to host, index, cache or otherwise format Your Content. In posting Your Content, you represent to Centro Commerce that you have obtained at your own expense all necessary consents, rights and permissions required to grant to Centro Commerce the license provided in this Section.
• You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Centro Commerce and Centro Commerce's use of Your Content will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
• You agree that Centro Commerce is not responsible for any violations of any third-party intellectual property rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Your Content uploaded, displayed or otherwise provided by you to the Centro Commerce Platform. You will only include in Your Content the personal information of another individual if you have the express permission of that individual or if you are otherwise entitled to do so at law.
• Your Content shall not:
• Centro Commerce has the right, without notice to:
• Centro Commerce has no obligation, nor any responsibility to any party to monitor the Centro Commerce Platform or other Services, and do not and cannot undertake to review material that you or other users submit. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
You will, and will not permit any third party to: (a) make the Centro Commerce Platform, the Services or the Content available to, or use the Centro Commerce Platform, Service or the Content for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Centro Commerce Platform, the Services or the Content, or include the Centro Commerce Platform, the Services or the Content in a service bureau or outsourcing offering, (c) use the Centro Commerce Platform, or the Services to publish or transmit any content of links that incite violence, depict a violent act, depict child pornography, or threaten anyone’s health and safety, or to store or transmit infringing, libelous, obscene, defamatory or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Centro Commerce Platform or the Services to send unsolicited bulk or commercial messages in violation of the laws and regulations applicable to your jurisdiction, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Centro Commerce Platform or the Services, (f) attempt to gain unauthorized access to the Centro Commerce Platform, the Services or Content or their related systems or networks, (g) access or use any Centro Commerce intellectual property except as permitted under these Terms, (h) alter, modify, reproduce, copy or make derivative works from all or any part of the Centro Commerce Platform, the Services or the Content or any part, feature, function or user interface of the Centro Commerce Platform (include any copyright, trademark, or any other notices that are provided on or in connection with any Content), (i) frame or mirror any part of the Centro Commerce Platform, the Services or the Content, or otherwise incorporate any portion of the Centro Commerce Platform, the Services or the Content into any product or service, (j) access or use the Centro Commerce Platform, the Services in order to build a competitive product or service or to benchmark with a non-Centro Commerce product or service, (k) reverse engineer the Centro Commerce Platform, the Services, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Centro Commerce Platform, the Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-Centro Commerce automation code in relation to the Centro Commerce Platform, the Services or the Content (including any “bot” or “spider”), (n) collect or harvest any information from the Centro Commerce Platform, the Services or the Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Centro Commerce Platform, the Services or the Content, (p) probe, scan, or test the vulnerability of the Centro Commerce Platform, the Services or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Centro Commerce Platform or the Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Centro Commerce Platform or the Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to Centro Commerce or any other person on or through the Centro Commerce Platform, or the Services.
• Centro Commerce uses Shopify and its affiliates (collectively, “Shopify”) in processing transactions and providing related payment services (the “Shopify Services”). You acknowledge your use of the Shopify Services is conditional on your acceptance of Shopify’s terms and policies provided on its website. Personal information you submitted during your use of the Shopify Services is subject to the Centro Commerce’s Privacy Statement and Shopify’s privacy policies.
• Centro Commerce may use data about your use of the Shopify Services, and about your transactions effected through the Shopify Services for the same purposes for which Centro Commerce is permitted to use other data collected by Centro Commerce in connection with the Services, as provided in this Terms and the Privacy Statement.
• From time to time, Centro Commerce may change the service provider it uses to support the payment services, or Centro Commerce may offer the option of using other service providers to support the payment services, or Centro Commerce may elect to itself perform some or all of the services that were previously provided by the service provider. If Centro Commerce does so, then, in order to continue to use the payment services, you may be required to agree to additional terms imposed by Centro Commerce. If you do not wish to accept those terms, then you must cease using the payment services, and may result in your inability to use the Services.
• You agree that you are solely responsible for the collection and/or payment of all taxes, which you may be liable for in any jurisdiction arising from your use of the Services. Centro Commerce is not responsible for collecting, reporting, paying, or remitting to you any such taxes.
• Centro Commerce currently charges no fees for access and use of the Services, but we reserve the right to charge such fees for the Service, reserve the right to change the service fees at any time, and will provide user notice through the Centro Commerce website of any fee changes before they become effective. If you continue accessing or using the Service after such notice, you must pay all applicable fees. Centro Commerce reserves the right at any time to reject, cancel or terminate any transaction.
Certain names, graphics, logos, icons, designs, words, titles and phrases on the Centro Commerce Platform, including “Centro Commerce” may constitute trademarks, trade-names, trade dress and/or associated products and services of Centro Commerce or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on the Centro Commerce Platform does not convey or create any licence or other rights in the Marks. Any use of any of the Marks, in whole or in part without prior written authorization of Centro Commerce or such third party is strictly prohibited. Other trademarks, trade names, trade dress and associated products and services mentioned on the Centro Commerce Platform, or through the Content and Services, may be the trademarks of their respective owners. The display of these trademarks, trade names, trade dress and associated products and services on the Centro Commerce Platform does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
You are solely responsible for any data charges and similar fees associated with your use of the Centro Commerce Platform or the other Services through a mobile device.
Centro Commerce and its licensors have and will retain all right, title and interest in and to the Centro Commerce Platform, the Services and Content and the software and systems used to provide them (including, without limitation, all patent, copyright, Marks, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Centro Commerce Platform, and the Services. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any Marks owned or used by Centro Commerce.
The Platform Apps may contain or be provided together with free or open-source software. Notwithstanding the sections titled “License” and “Reservation of Centro Commerce Rights”, each item of free or open-source software is subject to its own applicable license terms, which can be found in the applicable documentation or the applicable help, notices, about or source files as required by the terms of the applicable open-source license. Copyrights to the free and open-source software are held by the respective copyright holders indicated therein.
You grant to Centro Commerce and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its Services and Content any news story ideas, facts, sources, descriptions, suggestion, enhancement request, recommendation, correction or feedback in the form of message, text, images, graphics, photos, audio, video and any other content provided by you.
Any non-identifiable information gathered by us through your use of the Centro Commerce Platform and the Services may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, user experience within the Centro Commerce Platform and the Service. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.
The Centro Commerce Platform and the Services may allow you to access and use services provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. Centro Commerce makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. Centro Commerce does not guarantee the continued availability of Third Party Services, and Centro Commerce may disable a Third Party Service in Centro Commerce’s sole discretion. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, Centro Commerce expressly disclaims responsibility and liability for all Third Party Services, and you agree that Centro Commerce shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.
The Centro Commerce Platform, the Services or the Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Centro Commerce and are maintained by third parties over which Centro Commerce exercises no control. Accordingly, Centro Commerce expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.
Centro Commerce may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Centro Commerce Platform or the Services, (b) remove any functionality from the Centro Commerce Platform or the Services, (c) change any functionality on the Centro Commerce Platform or the Services, (d) modify the Centro Commerce Platform, the Services and the Content, and (e) deny any person access to the Centro Commerce Platform or the Services. Centro Commerce furthermore reserves the right to take any action related to the Centro Commerce Platform, the Services or the Content that is required to comply with applicable law.
THE CENTRO COMMERCE PLATFORM, AND THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE CENTRO PLATFORM, THE SERVICES AND THE CONTENT IS AT YOUR OWN RISK. CENTRO COMMERCE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY) IN CONNECTION WITH THE CENTRO COMMERCE PLATFORM, THE SERVICES AND THE CONTENT, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS, CONDITIONS, OR OTHER TERMS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. CENTRO COMMERCE MAKES NO REPRESENTATION OR WARRANTY OR ANY OTHER TERM THAT CENTRO COMMERCE PLATFORM, THE SERVICES AND THE CONTENT WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE CENTRO COMMERCE PLATFORM, THE SERVICES AND THE CONTENT WILL BE SECURE, OR THAT THE PLATFORM APPS OR ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE CENTRO COMMERCE PLATFORM OR THE SERVICES, OR THAT THE CONTENT, WILL BE FREE OF MALICIOUS CODE. CENTRO COMMERCE IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE CENTRO COMMERCE PLATFORM OR THE SERVICES. CENTRO COMMERCE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE CENTRO COMMERCE PLATFORM, OTHER SERVICES OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE CENTRO COMMERCE PLATFORM, THE SERVICES AND THE CONTENT IS TO STOP USING THEM.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CENTRO COMMERCE (AND CENTRO COMMERCE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE CENTRO COMMERCE PLATFORM, THE CONTENT, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100.
IN NO EVENT WILL CENTRO COMMERCE (OR CENTRO COMMERCE’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF CHANNELS, THIRD PARTY SERVICES AND THIRD PARTY CONTENT, AND THE SUPPLIERS OF PRODUCTS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
In some circumstances, applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
You will indemnify and hold Centro Commerce (and Centro Commerce’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the Centro Commerce Platform, the Services or the Content, or your breach of any of these Terms, and from all Losses resulting from any of Your Content that is untrue, inaccurate or incomplete.
If you fail to comply with these Terms, then, without limiting any other right or remedy available to Centro Commerce, Centro Commerce may suspend or terminate your license to use all or any part of the Centro Commerce Platform, the Services or the Content.
These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Centro Commerce Platform, the Services or the Content, or any information about any of them, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export Centro Commerce Platform, the Services or the Content, or any information about any of them without the prior written consent of Centro Commerce and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.
The “last updated” legend above indicates when these Terms were last amended. Centro Commerce may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Centro Commerce Platform. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Centro Commerce Platform, the Services and the Content within the 30-day notice period. There will be no cost or penalty for doing so. If you continue to access or use the Centro Commerce Platform, the Services or the Content after the 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.
These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Centro Commerce Platform, the Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. You and Centro Commerce each attorn to the exclusive jurisdiction of the courts of Ontario in respect of any such dispute, controversy or claim, except that, notwithstanding the foregoing, (a) you agree that Centro Commerce shall be entitled to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and (b) you agree that Centro Commerce shall be entitled to seek and be awarded an order from a court of competent jurisdiction anywhere in the world for the purpose of recognizing and enforcing any interim or final judgement, order, injunction, award or other relief granted or provided by the courts of Ontario, and you hereby waive any defence you might then have to the granting of such an order.
You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to Centro Commerce, such harm would not be quantifiable in monetary damages, and Centro Commerce would not have an adequate remedy at law. You agree that Centro Commerce shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Centro Commerce post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Centro Commerce to enforce any provision of these Terms.
Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Centro Commerce Platform, the Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Centro Commerce will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.
If any provision of these Terms is unlawful, void, or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Centro Commerce granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of the United States, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. These Terms, together with any additional service terms presented on the Centro Commerce Platform (“Additional Service Terms”) represent the entire agreement between you and Centro Commerce with respect to use of the Centro Commerce Platform, the Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Centro Commerce with respect to any of the foregoing. Failure by Centro Commerce to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by Centro Commerce of that or any subsequent default or failure of performance. Centro Commerce’s affiliates, Centro Commerce’s directors, officers, employees, partners, suppliers, and agents are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. There are no other third-party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of Centro Commerce. Centro Commerce may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and Centro Commerce and your and its respective successors and permitted assigns.
All comments, questions, concerns or complaints regarding your Personal Information or our privacy practices should be sent to our Privacy Officer as follows:
Address: Attention: Privacy Officer 66 The Westway, Toronto, ON M9P 2B2
By e-mail: privacy@centrocommerce.com
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