By accessing or using the Centrifi Platform (the “Centrifi Service”) you (“You” or “User”) agree to be bound by these Standard Terms and Conditions (“Terms”) with CENTRIFI L.L.C. (“Centrifi”).
Please read these Terms carefully before using the Centrifi Service. If You do not accept these Terms, then You may not use the Centrifi Service. If You are accessing the Centrifi Service on behalf of a business entity, then by doing so, You represent that You have the legal capacity and authority to bind such business entity to the terms and conditions contained in these Terms.
The Centrifi Service is a media planning and buying tool that utilizes artificial intelligence for Users who are advertising agencies for the benefit of their advertiser clients (each an “Advertiser”). Through the Centrifi Service, User will be able to (i) process requests for proposals and identify appropriate media inventory, (ii) buy media inventory and initiate campaigns on third party services, such as social media platforms (each a “Third Party Platform”), through the User’s own account or Centrifi’s accounts with such Third Party Platforms and (iii) receive reporting and analytics on the performance of campaigns. User may also use data provided by User or Advertiser (“First Party Data”) in connection with such campaigns.
You are hereby granted a non-exclusive, non-transferrable, royalty-free, limited right and license to access and use the Centrifi Service solely as permitted in these Terms and as set forth by Centrifi on the Centrifi Service. User may not sublicense, assign or otherwise permit any third party to exercise its rights herein without the prior written approval of Centrifi. Except as specifically set forth in these Terms, no other rights or licenses are granted to User. Any minor updates, bug fixes, patches, or other such modifications which are generally made available by Centrifi without charge to other licensees of the Centrifi Service shall be provided without charge to User. The provision of new releases, major upgrades, add-ins, modules or other such enhancements shall be at Centrifi’s sole discretion and may be subject to the payment of additional fees or a separate licensing agreement. Access credentials to the Centrifi Service may only be used by the party(ies) authorized in writing by Centrifi to access the Centrifi Service. User is responsible for the security of its credentials and will be solely liable for any use or unauthorized use under such credentials. In the event User knows of or reasonably suspects unauthorized access to or use of the Centrifi Service, User shall immediately notify Centrifi in writing and fully cooperate with Centrifi in all efforts to prevent or remediate such use.
Except as provided in these Terms, User may not disclose, distribute, loan, display or provide access to the Centrifi Service to any third party. In no event may User create derivative works based on the Centrifi Service or any part thereof and, except as may be permitted under applicable law, User may not reverse engineer, decompile, translate, adapt, create derivative works or disassemble the Centrifi Service, nor shall User attempt to create the source code from the code for the Centrifi Service. User assumes sole responsibility for the use, and results obtained from use, of the Centrifi Service. User may not access the Centrifi Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Centrifi Service. Except as specifically authorized in writing by Centrifi, User agrees not to publicly disseminate performance information or analysis (including, without limitation, benchmarks) developed by User or obtained from any source relating to the Centrifi Service.
Centrifi will provide technical support to User via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern Standard time, with the exclusion of U.S. federal holidays (“Support Hours”). User may initiate a helpdesk ticket during Support Hours by calling 1-800-359-5629 or any time by emailing email@example.com. Centrifi will make commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
User shall pay all amounts set forth on the Centrifi Service, which shall be based upon reporting/numbers provided or certified by Centrifi. Payment by User is not contingent on User receiving payment from any third party. User shall also be responsible for paying any taxes (such as applicable sales taxes, duties or goods and services taxes) for which Centrifi is required by law to collect from User. All invoices will be due thirty (30) days from the invoice date and are non-refundable and not subject to set-off. If User disputes any invoice, User must notify Centrifi in writing within thirty (30) days from the invoice date and pay any undisputed portion, or the invoice shall be deemed undisputed. User shall be responsible for interest on all amounts overdue by more than thirty (30) days at a rate of the lesser of one and one-half percent (1.5%) or the maximum rate allowable by applicable law, and all collection costs, including attorney’s fees and expenses.
These Terms shall commence on the date the User first accesses the Centrifi Service and shall continue until terminated. Either party may terminate these Terms upon thirty (30) days prior written notice or any reason. Notwithstanding the foregoing, Centrifi may suspend or terminate User’s access to the Centrifi Service immediately and without prior notice if reasonably necessary to avoid harm or liability to Centrifi. Upon termination for any reason, User shall immediately cease using the Centrifi Service.
The Centrifi Service enables Users to directly integrate with Third Party Platforms, including through the User’s account and access credentials from such Third Party Platforms. When using the User’s account, User is solely responsible for ensuring that its use of the Centrifi Service complies with all terms, conditions, policies and guidelines set forth by such Third Party Platforms (“Platform Rules”). While Centrifi shall make commercially reasonable efforts to ensure that the Centrifi Service operates with Third Party Platforms and other third party providers as intended, in no event shall Centrifi ever be liable for an act, omission or failure of any third party.
User shall ensure that all advertising content used in connection with the Centrifi Service (“Ads”) does not (i) contain anything that is defamatory, libelous, slanderous or obscene; (ii) violate conflicts with or infringe upon any third party intellectual property rights, including rights of publicity, privacy, copyright, trademark, trade secret, or moral rights; (iii) contain anything that is threatening, harassing or that promotes racism, bigotry or hatred of any kind against any group or individual; (iv) promote or encourage violence or destruction of property; (v) contain anything that is deceptive, inaccurate, false or misleading; (vi) violate, or promote the violation of, any law, rule or regulation; or (vii) violate any Platform Rules.
Except for the limited access rights granted herein, User does not acquire any interest in or right to the Centrifi Service, including by virtue of entering into these Terms. Without limitation, Centrifi owns, and shall continue to own, all intellectual property and proprietary rights in and to all portions of the Centrifi Service and its output (except for Usage Data, discussed below). User shall not remove or obscure any disclaimer or notices that appear on any Centrifi Service. User shall take no position contrary to, or that would diminish, Centrifi’s ownership rights set forth herein. Any and all suggestions, ideas, data, enhancement requests, feedback, and other information that User provides to Centrifi regarding its products, platforms, and/or services (collectively, “Feedback”) shall be deemed, and will be treated by Centrifi, as non-proprietary to User, and may be used by Centrifi for any purpose without acknowledgement or compensation. Except as expressly set forth in these Terms, no other licenses or rights are acquired by or granted to User and Centrifi reserves all rights, title and interests in and to its intellectual property and Centrifi Service.
Except as set forth herein, all data regarding the performance of the User’s Ads or First Party Data (“Usage Data”) shall be owned by User. User hereby grants Centrifi a non-exclusive, worldwide, perpetual right and license to use the Usage Data solely (i) to provide services to User, (ii) to operate, maintain, improve and analyze trends through the Centrifi Service for internal purposes, (iii) to create Aggregate Data (defined below) that may be used and disclosed by Centrifi and (iv) as otherwise permitted by these Terms. Centrifi may de-identify and/or aggregate Usage Data in a manner that does not personally identify any one User, Advertiser or consumer (“Aggregate Data”). All Aggregate Data shall be owned by Centrifi and may be used by Centrifi for any purpose, such as improving the artificial intelligence features of the Centrifi Service. For the avoidance of doubt, Centrifi shall not publicly disclose any Usage Data in a manner that identifies User without User’s prior written consent. If User attaches any tags or pixels to the Ads, then as between the parties hereto, User is solely responsible for ensuring that the use of such tags or pixels complies with all applicable laws and Platform Rules.
In connection with these Terms, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”). Confidential Information means any data or information, oral or written, that relates to a party, or any of its business activities, technology, developments, inventions, processes, trade secrets, know how, plans, financial information, customer and supplier lists, forecasts, and projections. Confidential Information also includes the terms of these Terms. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information except as authorized and as necessary in connection with these Terms. Each party shall use the Confidential Information of the other party solely for the purpose of performing obligations or exercising rights under these Terms and shall only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. However, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice to the other party to contest such order or requirement. Each party shall promptly notify the other party in the event any unauthorized access to Confidential Information is suspected. Upon the termination or expiration of these Terms, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be obligated to purge information archived pursuant to their normal document retention procedures or required to be maintained by applicable law if the provisions of this section otherwise continue to be strictly observed.
Both parties represent and warrant that they shall comply with all applicable laws, rules and regulations in connection with the performance of their respective obligation and exercise of rights. Centrifi further represents and warrants that the Centrifi Service shall operate substantially according to its specifications. In the event the Centrifi Service does not operate substantially according to its specifications, User must provide Centrifi with written notice within thirty (30) days of any such failure. As Centrifi’s sole obligation, and User’s exclusive remedy, Centrifi shall make commercially reasonable efforts to properly resolve such performance issues. Notwithstanding anything to the contrary, Centrifi is not responsible for errors or problems using the Centrifi Service which are due to User’s environment, misuse of the Centrifi Service or other matters outside the reasonable control of Centrifi. User further represents and warrants that it shall make all disclosures and obtain all consents from its end users, if any, necessary to operate the Centrifi Service, execute Ad campaigns and collect and process the Usage Data. For the avoidance of doubt, User is solely responsible for all matters with respect to its Advertisers.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CENTRIFI SERVICE IS PROVIDED BY CENTRIFI "AS IS" AND CENTRIFI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CENTRIFI DOES NOT WARRANT THAT THE CENTRIFI SERVICE WILL MEET USER’S SPECIFIC REQUIREMENTS OR WILL BE UNINTERRUPTED.
IN NO EVENT WILL CENTRIFI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE CENTRIFI SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CENTRIFI’S CUMULATIVE LIABILITY TO USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO CENTRIFI BY USER (EXCLUDING ANY AMOUNTS PAYABLE TO THIRD PARTIES SUCH AS THIRD PARTY PLATFORMS) DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM UNDER THESE TERMS.
Centrifi shall defend, indemnify and hold harmless User, its affiliates, successors and assigns, and each of their officers, directors, clients and agents (“Indemnitees”), against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs) (“Claims”), arising out of or in any way connected with a claim that the Centrifi Service infringes the intellectual property rights of any third party. User shall defend, indemnify and hold harmless Centrifi and its Indemnitees against and from any Claims arising out of or in any way connected with (i) the Ads or Advertisers or (ii) User’s ultimate use of the Centrifi Service, except to the extent caused by a breach of these Terms by Centrifi. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity (provided that a failure or delay in providing such notice shall not relieve the indemnifying party's obligations, except to the extent prejudiced by such failure or delay); (ii) granting complete control of the defense and settlement to the indemnifying party, provided that the indemnifying party will not acquiesce to any judgment or settlement without the indemnified party's prior written consent, unless it obtains a full and final release of all claims against the indemnified party and such judgment or settlement does not impose any requirements or restrictions upon the indemnified party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party's expense, in the defense and settlement of such claim. The indemnifying party shall provide the indemnified party the option to engage separate counsel, at the indemnified party’s expense, to participate in any claim giving rise to indemnification hereunder. The indemnifying party may settle any claim, to the extent it seeks a money payment, with or without the consent of the indemnified party. The indemnifying party must obtain the indemnified party’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified party’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed.
The Centrifi Service shall be available 99.9%, measured monthly, excluding scheduled maintenance (provided that Centrifi provides User at least five (5) business days prior notice of such scheduled maintenance if such scheduled maintenance will exceed four (4) hours).
Centrifi may identify User as a customer of the Centrifi Service for promotional purposes, including displaying User’s name, logos and trademarks on Centrifi’s website and in Centrifi’s publicity materials.
User acknowledges and agrees that the Centrifi Service, or a portion thereof, and the information contained therein, may be subject to the U.S. Export Administration Regulations and diversion, and that use or access contrary to U.S. law and regulation is prohibited. User agrees to not directly or indirectly export, import or transmit the Centrifi Service, or a portion thereof, and the information contained therein, to any country, end user or for any access or use that is prohibited by any applicable U.S. regulation or statute (including those countries embargoed from time to time by the U.S. government or the United Nations). Additionally, User agrees to not directly or indirectly export, import, transmit access or use the Centrifi Service, or a portion thereof, and the information contained therein, contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission or use. User represents and warrants that neither the United States Bureau of Industry and Export Administration nor any other governmental agency has (i) issued sanctions against it or those who access or use any of the Centrifi Service through User’s credentials or (ii) otherwise suspended, revoked or denied its export privileges.
These Terms are incorporated by reference any terms or policies set forth by Centrifi on the Centrifi Service. If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of these Terms. User may not assign these Terms to any other entity without the prior written consent of Centrifi, whether by operation of law or otherwise, except in connection with a merger, change of control or sale of substantially all of its assets to a party that is not a direct competitor of Centrifi. These Terms shall inure to the benefit of the parties’ permitted successors and assigns. Except as set forth herein, these Terms sets forth the entire agreement between the parties on this subject matter contained herein and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. These Terms shall be governed by the laws of the State of Florida and each party submits to exclusive jurisdiction and venue in the courts located in Broward County, Florida for all matters.