PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE.
Welcome to centroidmarketing.com. The website is owned and operated by Centroid Marketing, STN Main, 150 King Street, P.O. Box 71 Peterborough, Ontario, Canada K9J 6Z8 (“Centroid”). The website and contents are designed to comply with Canadian laws and regulations.
This is a binding agreement (“Agreement”) between Centroid and you (“You” or “Your”). This Agreement governs Your use of the website (the “Site”) including without limitation, all content such as text, information, images, electronic files, online community, software and other information, services and materials (collectively, the “Materials”) and all information made available to You or by You through this Site by Centroid and/or third parties. If you do not agree with the terms and conditions of the Agreement at any time, please do not access or discontinue your use of the Site.
Centroid reserves the right to update or revise the Agreement (including, without limitation, payment terms) at its discretion and without notice. You are responsible for checking the Agreement periodically for changes. If You continue to use the Site following the posting of any changes to the Agreement, You agree to be bound by these changes.
1. OWNERSHIP OF MATERIALS
All Materials on this Site are provided by Centroid Marketing unless indicated otherwise. All intellectual property rights in the Materials (including copyrights, trademarks, trade secrets) are the property of Centroid unless indicated otherwise. Centroid retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, republished redistributed, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without Centroid’s prior written permission.
You may not frame the Site of the contents of the Site or any part thereof on any commercial and on-commercial website.
Centroid and all associated functionality and the Centroid logos are trademarks and the property of Centroid. All other names and trademarks are the property of their respective holders. You agree not to display or use in any manner any of the trademarks without express written permission from Centroid or the trade-mark owner.
You acquire absolutely no rights or licenses to the Site or the content other than the limited right to use the Site and its content in accordance with this Agreement.
2. PROPRIETARY RIGHTS
Any unauthorized use of any Materials or information at this Site may violate patent, copyright, trademark, and other laws. Any use of this Site shall be considered a limited use license, not a transfer of title, and is subject to the following restrictions: You may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in manners inconsistent with this Agreement and current Centroid policies, You agree to prevent any unauthorized copying of the Materials or information.
The Site allows the registration of membership accounts.
You will receive an account designation, along with its associated User ID and Password, upon registration. You are responsible for maintaining the confidentiality of your User ID and Password, and You are fully responsible for all activities that occur under your account. You are solely responsible for (1) maintaining the strict confidentiality of the e-mail address, passwords and codes (collectively, “ID(S)”) assigned to you, (2) not allowing another person to use your IDs to access the Site, (3) any damages or losses that may be incurred or suffered as a result of You or Your failure to maintain the strict confidentiality of Your ID.
You agree to immediately notify us of any unauthorized use of Your account or any other breach of security and to ensure that You exit from Your account at the end of each session. Centroid cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. Centroid is not liable for any harm related to the theft of Your ID, Your disclosure of Your ID, or Your authorization to allow another person or entity to access and use the Site using Your ID.
Centroid may terminate this use membership at any time if You are in breach of the terms of this Agreement. Upon termination, You will immediately destroy any Materials in your possession, if any, and cease use of Centroid.
4. CONDITIONS OF USE AND TERMS
Prior to the use of this Site, You must provide Centroid with valid confirmation of (i) Your name; (ii) Your mailing address (i.e., so we can mail you any updates or additional information). By submitting that information to Centroid, You hereby certify all assertions made under this Section and agree that You authorize Centroid to confirm the veracity of such information.
5. METHODS OF PAYMENT AND TAXES
In the event any payment due under this Agreement is subject to or becomes subject to any tax or other deduction payable by You, such tax or deduction shall be paid by You. You agree to pay and bear the expense of local, provincial, state and/or federal government sales and use, foreign withholding tax, property and ad valorem taxes, which may be imposed or assessed with respect to payments made by Centroid to You under this Agreement.
Centroid Activities, including discussion forums and surveys (collectively, the “Activities”) are a section of the website. Opportunities are contextually relevant interactions that may be available to You that can be sub-categorized as either “Complete a Poll” or Participate in a Forum” opportunities. Participation in Opportunities may include interactions on third party websites. Your completion of such an Opportunity does not constitute confirmation of Centroid’s obligation to compensate You for such participation.
The downloading of content is done at Your own risk. Centroid cannot and does not guarantee or warrant that the Site or the content are compatible with your computer systems or that the Site or the content will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of Your computer system and You are responsible for the entire cost of any service, repairs or connections of and to Your computer system which may be necessary as a result of your use of the Site.
The Materials available through this Site are for informational and educational purposes only and are not a substitute for the professional judgment of a sales and/or procurement professional in relationships with customers. Despite our efforts to provide useful and accurate information, errors may appear from time to time. Centroid is not responsible nor does Centroid warranty or endorse any information posted by third parties on the Site. Persons accessing this information assumed full responsibility for the use of the information and agree that Centroid is not responsible or liable for any claim, loss, or damage arising from the use of information. Your reliance upon the Materials obtained or used by You at or through this Site is solely at Your own risk. Violation of any of these items may constitute immediate termination of the user Agreement. From time to time, reference may be made on the Site to prior articles and opinions we have published. These references may be selective, may reference only a portion of an article or opinion, and are likely not to be current. As circumstances change continuously, previously published information and data may not be current and should not be relied upon.
As a user of this Site, You are liable for the accuracy of the information that You provide to us, including, but not limited to, Your personal and professional representation as provided in Section 4. You hereby certify that You are not a paid consultant or have any other financial interest in the information you provide to this Site.
10. GENERAL DISCLAIMERS
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE.
CENTROID DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE SITE OR ITS CONTENTS.
IN NO EVENT SHALL CENTROID, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND OTHER RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT,COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INDLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS, OR (2) RELIANCE ON THE CONTENT AND MATERIALS; (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES,; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY;OR (4) INFORMATION COMMUNICATED THROUGH EMAIL, DISCUSSION FORUMS, GROUPS OR OTHER MESSAGE BOARDS. OTHER FAILURE TO PERFORM BY CENTROID OR CENTROID’S CONTENT PROVIDERS, THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER CENTROID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CENTROID ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUHORIZED CODE, OR OTHER HAREMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE.
Because some jurisdictions may not permit each of these disclaimers and limitations, the above limitation may not apply to You. Centroid and its parents, subsidiaries, affiliates and their respective directors, officers, employees, stock holders and agents further do not warrant the accuracy of completeness of the information, text, graphics, links or other items contained within these Materials. Centroid may make changes to these Materials, or to the services and/or products described therein, at any time without notice. Centroid makes no commitment to update the Materials. Any description of Materials is not a representation that any such Materials are available for sale or distribution in Your location.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER TERMS OF THIS AGREEMENT, CENTROID MAXIMIUM, CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, CLAIM, HARM OR DAMAGE, SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $1.00. YOU AND CENTROID AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND CENTROID. YOU ACKNOWLDEGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, CENTROID WOULD NOT PROVIDE THE SITE TO YOU.
You agree to defend, indemnify and hold Centroid, its parents, subsidiaries, affiliates and their respective directors, officers, employees, stockholders and agents harmless against any claim, losses, expenses, costs or damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or any manner related to (1) Your breach of the Agreement, (2) Your unauthorized or unlawful use of the Site, and the Materials, (3) the unauthorized or unlawful use of the Site by any other person using Your ID and (4) Your violation of any rights of another.
13. USER SUBMISSIONS
Unless otherwise agreed in writing prior to Your submission, any material, information or other communication You transmit or post to the Site or third party site (collectively, the “Communications”) will be considered non-confidential and non-proprietary). You grant to Centriod a personal, non-transferrable and non-exclusive right to license and use the Communications including the right to modify, amend or delete the Communication. Centroid will have no obligations with respect to the Communications. You agree that from time to time Centroid may invite or otherwise make You aware of certain educational, promotional or financial opportunities relating to Your Communications and profile.
Centroid hereby grants You a non-exclusive, non-transferable license to re-use or republish your own contributions made to the Centroid Site in its original or derivative form for republication elsewhere, such as, but not limited to, in journals, market research publications or other professional publications. This license is restricted to Your own contributions and does not grant You rights to republish the contributions or postings of other Centroid members. Centroid and its designees will be free to use for any purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, test, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. Centroid shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information. You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You are prohibited from revealing the name or other personally identifying information of any other Centroid member unless that individual has previously revealed his or her own name or personally identifying information in that specific Centroid post. Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under provincial and federal laws. Centroid hereby notifies You that any or all communications with the Site can and will be monitored, captured, recorded and transmitted to the authorities as deemed necessary by Centroid in its sole discretion and without further notice. You are reminded that Centroid does not collect personal information about individual. Within Your uploaded submission, Centroid does not collect or maintain information that would associate this submission with a specific individual. For residents of Canada, Centroid adheres to the Personal Information Protection and Electronic Documents Act. (PIPEDA) as outlined by the Treasury Board of Canada Secretariat.
Once a registered participant, You may provide additional information in Your personal profile describing your credentials, professional experiences, academic background, biography and the like. Your personal profile shall be available for viewing by other registered participants of Centroid and will be considered non-confidential and non-proprietary. Providing additional information in Your personal profile beyond what is required at registration is entirely optional and can be altered or removed by You at any time.
14. COOPERATION WITH GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable law, Centroid will cooperate with local, provincial, federal, international and/or worldwide government authorities to protect this Site, visitors, customers, members, Centroid, its parent, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, to prevent unauthorized use of this Site.
15. LINKS TO OTHER MATERIALS
The linked sites are not necessarily under the control of Centroid and Centroid is not responsible for nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. Centroid reserves the right to terminate any link of linking program at any time. Centroid has selected the links for Your convenience. The selection or omission of links is not intended to endorse any particular companies or products nor does Centroid guarantee the accuracy, timelines or fitness for a particular purpose of any link. If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and Centroid shall not be responsible for notification of any change in name or location of any information of the Site. Centroid reserves the right to request any web site administrator to disable or remove any link that violates any rights of Centroid or causes interruption or deterioration of Materials provided by Centroid. Failure to abide by this request shall be dealt with as provided in this section.
16. APPLICABLE LAWS
This Agreement shall be construed and governed by the laws of Ontario and the applicable laws of Canada and You agree to attorn to the exclusive jurisdiction of the Province of Ontario. Centroid makes no representation that Materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of Canadian export laws or regulation. Any claim relating to the Materials shall be governed by the internal substantive laws of the Province of Ontario.
17. DISPUTE RESOLUTION
Any dispute between Centroid and You arising out of this Agreement shall be resolved first by direct communication with one or more of Centroid’s management team members. Should Centroid and You be unable to resolve the dispute by communication and both You and Centroid jointly agree to do so, Centroid or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by a qualified arbitrator nearest the place of Centroid’s headquarters and pursuant to Ontario. The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify non-breaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.
18. ENTIRE AGREEMENT
If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.