Terms of Service
Effective Date: November 12, 2021
This website, our computing applications and the data, program, meetings, events, videos, guides and handouts, member portal, information, tools, updates, and similar materials delivered or provided by us (collectively, the “Service”) is provided by Lionshare Partners LLC d/b/a Centricity (“Centricity”, “us” or “we”), subject to your agreement to and compliance with the conditions outlined in this Terms and Conditions Agreement (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Service. Using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.
We may revise or update this Agreement by posting an amended version through the Service and making you aware of the revisions, which may be through posting to the Service or otherwise. Your use of the Service following an update to this Agreement (or other acceptance methods) is considered acceptance of the updated Agreement.
As long as you comply with the conditions of this Agreement and all incorporated documents, during the Term of this Agreement, we grant you a limited, revocable, non-assignable, non-transferable, non-sublicensable, non-exclusive right and license to access and use the Services and Materials thereon that are intended to be displayed publicly. No rights not explicitly listed are granted.
Your license to content on the Service extends to the personal use of materials originating from Centricity, distributed as part of the Service (the “Centricity Materials”) in our operation and your participation in our virtual or in-person meetings. This license does not include the right to share the Centricity Materials with or provide copies of the Centricity Materials to anyone who is not also a Service’s licensee.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
2. Copyright Policy
3. Complaint Policy (including Privacy and Trademark)
While we make reasonable efforts to ensure that the Service generally remains available, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.
The Service may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice.
We may not screen, approve, endorse, limit, or select who can post information on the Service, and you agree that we have no obligation or duty to do so. Although we may review, edit, remove, or modify information from or on the Service, we do not control this information’s sources. We do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy, or applicability of any such information. In addition, although we reserve the right to review, remove or edit any content from the Service, we may not routinely screen, monitor, or review the content on the Service, including representation made by users of Service. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR ANY SUCH INFORMATION. YOUR RELIANCE ON ANY SUCH INFORMATION IS AT YOUR OWN RISK.
You are not eligible to use the Service if doing so would violate any U.S. law or regulation, including, but not limited to, export controls or restrictions.
By requesting to use, registering to use, and/or using the Service, you represent and warrant that you (i) meet these eligibility requirements; (ii) have the right, authority, and capacity to enter into these Terms; and (iii) commit to abide by all of the terms and conditions hereof.
We reserve the right to amend these eligibility requirements at any time.
Rules of Conduct
Your use of the Service is conditioned on your compliance with the terms of this Agreement, including, but not limited to, these rules of conduct.
You agree, represent and warrant that you will not violate any applicable law or regulation in connection with your use of the Service and will not cause personal injury (including, but not limited to any injury caused by posting information on the website), property damage, or harm of any kind to any party through your use of the Service.
You agree that you are responsible for all the conduct engaged in through your account or your capacity as a user of the Service.
You further agree that you will not do any of the following:
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service through hacking or defacing;
transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse, or other harmful code or activity;
attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
harvest or collect the email address or other contact information of other users of the Service;
scrape or collect content from the Service via automated means;
submit, post, or make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
register for more than one user account without paying a membership fee for each user account; or,
impersonate any other person or business.
You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.Notwithstanding the previous rules of conduct, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
Content Submitted or Made Available to Us
You are under no obligation to submit any suggestions, information, ideas, comments, documents, questions, notes, plans, drawings, proposals, graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) to us. Unless otherwise noted, we will not claim ownership of any Content. If, however, you choose to submit any Content through or on the Service, or otherwise, make available any Content through the Service, you hereby grant us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.
By submitting any Content to us, you hereby agree, warrant, and represent that: (a) the Content does not contain proprietary or confidential information, and the provision of the Content is not a violation of any third-party’s rights; (b) all Content is accurate and true, (c) we are not under any confidentiality obligation relating to the Content; (d) we shall be entitled to use or disclose the Content in any way; and (e) you are not entitled to compensation or attribution from us in exchange for the Content.
You acknowledge that we are under no obligation to maintain the Service or any information, materials, Content, or other matter you submit, post, or make available to or on the Service. We reserve the right to withhold, remove, and or discard any such material at any time.
Content Shared Through the Service
You understand that you may be revealing information about yourself that you may include by sharing information on the Service. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we shall not be held responsible. We shall be released and held harmless by you from any liability or damages arising from such conduct.
Passwords and Accounts
You are responsible for controlling the access to and use of your account. Always make sure that your password is kept confidential. You understand and agree that we may assume that instructions from an individual associated with your account are authoritative and should be acted upon. We are not responsible for any unauthorized access to your account or profile and any ramifications of such access and are not required to take action to disable any account.
Costs, Fees, and Term.
You will provide a valid and authorized credit card for payment of Fees unless the program has been paid for in advance. Centricity may use a third-party payment processor (the “Payment Processor”) to charge you through an online account as payment for the Service. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor.
Through the Payment Processor, you agree to pay us all charges for the Service you access, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). Payments made to us directly by check or EFT must be for a minimum of three (3) months. All payments are made in advance of receiving the Service.
You agree that we may charge such amounts until such a time as the full Fee has been paid. You hereby authorize Centricity to charge the authorized credit card for Fees as indicated above. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU.
To the extent applicable, you will be responsible for all sales taxes, use taxes, excise taxes, goods and services taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity or regulatory authority (in the United States or any other country with jurisdiction over taxes on your payments to Centricity) on any amounts payable by you hereunder; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or with respect to, Consultant’s income, revenues, gross receipts, personnel or real or personal property or other assets. You acknowledge that any such tax payments will be added to the Fee amounts agreed to above.
Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts.
In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Service and/or terminate this Agreement if your Payment Method is declined or fails and your account, therefore, is delinquent for 30 days. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. Any credit or debit card chargebacks that are reversed in favor of Centricity will add a fee to you of $50.00 per chargeback to cover the administrative cost of our response. A bounced check will result in a $50.00 reprocessing fee in addition to your outstanding balance.
At its sole discretion, Centricity may offer up to a two-month extension to your time to complete the Service. However, such an extension will not impact the need to make all payments according to the agreed payment schedule. Such an extension of the time to complete the Service does not result in an extension of time to make payments, suspension of payments due, a payment holiday, or waiver of payments due.
Data Collection and Use
Enforcement and Termination
We reserve the right to deny all or some portion of the Service to any user, at our sole discretion, at any time. All grants of any rights from you to us related to Content or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense, and indemnification obligations survive any termination of this Agreement.
Links and Third-Party Content
The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services by providing such a link.
The Service may contain articles, text, imagery, video, audio, data, information, and other similar materials originating from third-parties. We do not endorse any third-party content that may appear on the Service or derived from content that may appear on the Service, even if such content was summarized, collected, reformatted, or otherwise edited by us.
DISCLAIMERS AND LIMITATION ON LIABILITY
EXCEPT WHERE NOT PERMITTED BY LAW OR AS OTHERWISE PROVIDED HEREIN, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the preceding, if a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers, or directors shall be liable for (1) any damages above $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees, and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of the Agreement, (d) any personal injury or property damage alleged to have been caused by you relating to your use of the Service, and (e) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service.
GOVERNING LAW AND JURISDICTION
You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Florida shall govern this Agreement and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same compensatory damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: 500 E. Las Olas Blvd, Suite 3002, Fort Lauderdale, FL 33301
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect and shall be located in Broward County, Florida. The AAA’s rules will govern payment of all filing, administration, and arbitrator fees.
You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and we agree that parties have each waived any right to a jury trial.
Notwithstanding the preceding, you agree that we may bring suit in court to enjoin infringement or other misuses of intellectual property or other proprietary rights.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in Broward County, FL. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN FLORIDA.
POLICIES FOR CHILDREN
The Service is not directed to individuals under the age of 13. In the event we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void, or unenforceable, then that provision will be given its maximum enforceable effect or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
Revisions. This Agreement is subject to change on a prospective basis at any time. In the event we update this Agreement, you may be required to reaffirm the Agreement, through use of the Service, or otherwise. After the effective date of any changes, your use of the Service will constitute your acceptance of such changes.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.
Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: 500 E. Las Olas Blvd., Suite 3002, Fort Lauderdale, FL 33301
Equitable Remedies. You hereby agree that we would be irreparably damaged if this Agreement’s terms were not specifically enforced. Therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral, or written.
Force Majeure. Centricity shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Centricity including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions (including, but not limited to any law, rule, regulation or mandate from any governmental body), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), pandemics including, but not limited to, restrictions caused by the COVID-19 pandemic, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, you will be entitled to give notice in writing to Centricity to terminate this Agreement. Otherwise, Centricity will extend the term for the amount of time the Service was unavailable for the period in excess of 30 days at no additional cost to the Client.
Independent Legal Advice. The Client acknowledges having been given the opportunity to obtain independent legal advice with respect to the terms of this Agreement prior to its execution and further acknowledges and agrees that the Client understands the terms, and the Client’s rights and obligations under this Agreement.
If you believe in good faith that any material posted on our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
A statement 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 owner of an exclusive right that is allegedly infringed.
You acknowledge that your DMCA notice may not be valid if you fail to comply with all of this policy’s requirements. For any questions regarding this procedure or to submit a complaint, please contact our designated DMCA Copyright Agent:
Centricity Network LLC
500 E. Las Olas Blvd.
Fort Lauderdale, FL 33301
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright or is otherwise unlawful, you must send a notice to email@example.com, containing the following information:
Your name, physical address, email address, and phone number;
A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Service;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, we will take action at our sole discretion. We may disclose your submission to the poster of the claimed violative material or any other party.
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