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Effective Date: August 23, 2016

Acknowledgment and Acceptance of the Terms of Service

Welcome to Centrallo’s Terms of Service. Your use of the Service described below is subject to your review and agreement to these Terms of Service. These Terms of Service, including the provisions set forth in our separate privacy policy (the “Privacy Policy,” and collectively, the “Terms of Service” or “Terms”), constitute a contract between us, Centrallo LLC (“Centrallo”), and you (“you” or the “user”).

Your use of the Service shall be deemed as acceptance of the Terms of Service.

The Service

The Centrallo application, including its GroupDoLists service (collectively, the “Service”), is available on numerous computer devices and systems and is provided through the Centrallo Software (as defined below), and other services and web sites hosted or made available by Centrallo.

To use the Service, you must create an account (your “Account”) by providing Centrallo with an acceptable email address and creating a password (your “Account Information”). You are responsible for maintaining the accuracy, completeness, and confidentiality of your Account Information, and shall be responsible for all activities that occur under your Account, including activities of others to whom you have provided Account Information. Centrallo shall not be responsible for any loss or damage arising from your failure to provide Centrallo with accurate information or for keeping your Account Information secure. If you discover any unauthorized use of your Account Information, you should immediately change your password. Your Account and Account Information should not be shared with others.

You may use Centrallo with a web browser. However, in order to use Centrallo on a variety of computing devices, you need to install our software (the “Centrallo Software”) on your computers, tablets, and phones. Obtaining these devices and paying for their connectivity and data plans is your responsibility. Centrallo has no responsibility for making Internet and other telecommunication services necessary to access the Service available to you.

All content, including, but not limited to, text, images, videos, etc., created, stored, displayed, or transmitted in your Account (collectively, your “Content”), is your sole responsibility as the person who created the Content or introduced it into the Service.

UNDER NO CIRCUMSTANCES SHALL CENTRALLO BE LIABLE IN ANY WAY FOR CONTENT POSTED BY ANY USER OR THIRD PARTY.

You may deactivate your Account at any time by following the appropriate deactivation steps. We may suspend or deactivate your Account, at any time, with or without notice.

The Service is not directed towards children and we expect that use by children shall only be done with the guidance, supervision, and consent of their parents or guardians. We rely on parents and guardians to ensure minors only use the Service if they can understand their rights and responsibilities as stated in these Terms.

The “GroupDoLists” Service

If you are using the Service as part of a GroupDoLists account, your use of the Service is governed by these Terms, except where the GroupDoLists Business Agreement governing the GroupDoLists business account provides conflicting terms. An Administrator of the GroupDoLists business account has the responsibility to share the terms of such GroupDoLists Business Agreement with each GroupDoLists business account user. Please review the contract terms applicable to your use of the Service with the Administrator of your GroupDoLists business account, if you have access to Lists in a GroupDoLists business account.

If you are participating as a user of a GroupDoLists business account, you should know that the Administrator of the GroupDoLists business account has rights to restrict your access to the Content contained within the GroupDoLists business account Lists and also has rights to access, reproduce, distribute and otherwise affect, and impose additional rules regarding, such Content.

However, none of your rights in your personal GroupDoLists service account are affected if you also have access to Lists in a GroupDoLists business account.

Rights of the User

After creating your Account and accepting these Terms, you shall be granted a limited, non-exclusive license to use the Service, subject to these Terms, for so long as you are not prohibited from receiving the Service under the laws applicable to you, until you deactivate your Account voluntarily, or until we deactivate your Account. Additionally, you shall be granted a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Centrallo Software, for the sole purpose of enabling you to use the Service, until your rights to use the Service are terminated for any reason.

Rights of Centrallo

Centrallo shall have the right to modify the Terms of Service at any time and without prior notice. Your use of the Service is governed by the then current version of the Terms of Service in effect on the date of use, and your use of the Service shall be deemed as acceptance of the current Terms of Service.

You acknowledge and agree that Centrallo (and our licensors) own all legal right, title, and interest in and to the Service and Centrallo Software. Further, Centrallo may use any feedback, comments, or suggestions generated by you, without any obligation to you. You acknowledge and agree that the rights in the Service, Centrallo Software, and your feedback, comments, and suggestions, including all intellectual property rights, are protected by copyright, trademark, patent, trade secret, and other laws, regulations, and treatises, in addition to these Terms. You agree not to modify, create derivative works of, decompile, or otherwise attempt to extract source code from any Centrallo Software.

We retain the right, in our sole discretion, to modify the Service and any Centrallo Software, and such modifications may affect the previous mode of operation of the Service. If you have accepted automatic downloads or the like from providers such as Apple, Google, etc., then Centrallo may automatically download software updates on your computers and devices with the goal of improving, repairing, or further developing the Service. You agree to permit Centrallo to deliver these updates to you as part of your use of the Service.

Centrallo may engage certain affiliates or third parties to provide services relating to all or part of the Service, and you hereby agree that such third party involvement is acceptable. The Centrallo Service may include software supplied by third parties, such as Google, DigitalOcean, etc.. Centrallo expressly disclaims any warranty or other assurance to you regarding such third party software.

Content Submitted Through The Service

You retain copyright and any other rights you already held in your Content before you submitted or displayed it on or through the Service. By using the Service and uploading Content, you grant Centrallo a license to display and distribute your Content and to modify (for technical purposes) and reproduce such Content to enable Centrallo to run the Service. You agree that this license is royalty-free, irrevocable, and worldwide. Centrallo acknowledges that, other than this license and any feedback you provide to Centrallo directly, we do not obtain any right, title, or interest from you under these Terms in your Content. If you use any third party service or application that is integrated with Centrallo, you agree that the license granted to Centrallo in the preceding paragraph shall apply to Content submitted or uploaded through such third party service or application.

You represent and warrant to Centrallo that you have unencumbered legal rights and authority to submit your Content to Centrallo, and to make a distribution of that Content in your use of the Service. You also represent to Centrallo that, by submitting Content to Centrallo and granting Centrallo the rights described in these Terms, you are not infringing the rights of any person or third party.

Centrallo has the right not to accept, store, display, or transmit any Content in our sole discretion.

The Service provides the ability to share your Content with others. You acknowledge that other users may, for example, copy, modify, and distribute that Content. Centrallo has no responsibility for that activity. Furthermore, you acknowledge and agree that, by using the Service, you may be exposed to content of others that may be offensive, indecent, or objectionable to you.

Centrallo may have the need to review part or all of your Content. Please see our Privacy Policy for further details of this review and the treatment of your Content.

Your use of the Service may result in interstate and international data transmissions, and your use constitutes your consent to such transmissions.

Payment Information

You represent and warrant that if you purchase something from us, that any information, including credit card information, you supply is true and complete, charges incurred by you shall be honored by your credit card company, and you shall pay the charges incurred by you at the posted prices, including any applicable taxes.

Advertisements

While Centrallo does not currently display advertisements and sponsorships through the Service, it reserves its right to do so in the future. Advertisers and sponsors shall be responsible for ensuring that material submitted for inclusion in the Service is accurate and complies with applicable laws. Centrallo is not responsible for the illegality or any error, inaccuracy, or issue in the materials provided by an advertiser or sponsor.

Third Party Resources

Centrallo may include or recommend third party resources, materials, or links to third party websites, content, and applications as part of, or in connection with, the Service. We may have little or no control over such sites or resources and, accordingly, you acknowledge and agree that we are not responsible for the availability of such external sites or resources; we are not responsible or liable for any content or other materials or performance available from such sites or resources; and we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such sites or resources.

Indemnification

You agree to indemnify and hold Centrallo, its subsidiaries, affiliates, officers, agents, employees, advertisers, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service (including all actions taken under your Account), or any violation of these Terms of Service. In the event of such claim, we shall provide notice of the claim, suit, or action to the contact information we have for your Account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

DISCLAIMER OF WARRANTIES

THE CENTRALLO SERVICE AND CENTRALLO SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Centrallo shall have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Service or Centrallo Software.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CENTRALLO, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF CENTRALLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS, CONTENT, OR CONDUCT OF ANY USER OR THIRD PARTY ON OR USING THE SERVICE; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD PARTY PRODUCT OR SERVICE; (viii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (ix) ANY OTHER MATTER RELATING TO THE SERVICE.

EXCLUSIONS AND LIMITATIONS

NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) SHALL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

GOVERNING LAW AND CLAIMS

These Terms and the use of the Service and Centrallo Software shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflicts of laws provisions.

You and Centrallo agree that any and all disputes or claims that have arisen or may arise, except any dispute relating to the enforcement or validity of your, our or either of our licensors’ intellectual property rights, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Our arbitration proceedings would be conducted by the American Arbitration Association (the "AAA") under its rules and procedures applicable at that time, including the AAA's Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by our Arbitration Agreement. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is US$15,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or Centrallo, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Centrallo users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

The AAA rules will govern the payment of all filing, administration and arbitrator fees, unless our Arbitration Agreement expressly provides otherwise. If the amount of any claim in an arbitration is US$10,000 or less, Centrallo will pay all filling, administration and arbitrator fees associated with the arbitration, so long as (i) you make a written request for such payment of fees and submit it to the AAA with your Demand for Arbitration and (ii) your claim is not determined by the arbitrator to be frivolous. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Centrallo will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Centrallo for all fees associated with the arbitration paid by Centrallo on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

YOU AND CENTRALLO AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CENTRALLO USERS.

Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then the entire Arbitration Agreement shall be null and void. The remainder of these Terms of Service shall continue to apply.

You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim. The provisions of this section shall be deemed to constitute a separate written legally binding agreement by and between you and Centrallo.

Except where a dispute is being resolved pursuant to an arbitration (as provided above), you agree that any claim or dispute you may have against Centrallo must be resolved exclusively by a state or federal court located in New York County, in the state of New York. You agree to submit to the exclusive personal jurisdiction of the courts located within New York County, New York (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: If you have a complaint regarding the Service, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Intellectual Property

Centrallo respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide notice to Centrallo with the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. A description of the copyrighted work that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located in the Service;
  4. Your name, address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement in the Service can be reached by directing an email to the Copyright Agent at legal@centrallo.com.

Additional Provisions

Except where these Terms or another agreement provide otherwise, any notice to Centrallo must be delivered by email to legal@centrallo.com.

This is the entire agreement between you and Centrallo relating to the subject matter.

These Terms supersede any prior agreements or earlier versions of these Terms between you and Centrallo for the use of the Service.

You agree that each affiliate of Centrallo shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on them. No other person or company shall be a third party beneficiary to these Terms.

Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.