TERMS OF USE - MERCHANT

 

           Welcome to Centavizer.  Our Website is www.centavizer.com (“Centavizer Website”). In this document, when we use the term “Centavizer” or “we” or “us” or “our” it is a reference to Centavizer Corporation, a Delaware corporation. 

          

           Our mobile application (“Centavizer App”) syncs with a user’s (”User’s”) Fitness Tracker or mobile device’s pedometer to award “centz”.  “Centz” are units of exchange that a User may generate through the Centavizer App by verified physical movement (currently limited to steps recorded by a User and others authorized by a User to sync their Fitness Tracker with a User’s Centavizer App).  Centz are used toward the purchase of meals, merchandise, services and other benefits uploaded to the Centavizer App by participating Merchants. 

 

           The Centavizer App may be accessed and downloaded by you through our Website or at the Apple App Store or Google Play or with Windows Store.  To use the Centavizer App, you must create a Merchant account (a “Centavizer Account”).  Your Centavizer Account can be created and accessed through the Centavizer App or your Social Media Account (Facebook, google, twitter, etc.), and requires (a) demographic information, including business name and address, ownership, Employer Identification Number, banking information, and email address, (b) the creation of a Merchant Account with Wells Fargo Bank (the “Bank”) and Nuvei Technologies Inc. (the “Servicer”), which when approved by the Bank and the Servicer will set the applicable Discount Rate, Approved Average Ticket and Approved Monthly Credit Card Volume and result in the issuance of a Merchant ID Number, and (c) your downloading a Centavizer App/API (Application Programming Interface) (“Centavizer API”) to a POS (Point of Sale) device that integrates into the Centavizer system for order taking, payment and record keeping purposes. Once the Bank and Servicer approve your Merchant Account and issue you a Merchant ID Number, you can download into the Centavizer system coupons/special discounts for your meals, merchandise, services or benefits that can be accessed by a User’s Centavizer App and redeemed utilizing accumulated centz and the User’s secure tokenized credit/debit card as payment.  Information regarding the transaction, including the final sales price (after the inclusion of sales tax and the application of centz), less Centavizer’s service fee equal to 20% of the final sales price (the “Centavizer Service Fee”), out of which Centavizer pays all credit/debit card processing charges, automatically is forwarded by the Centavizer system to you, the Bank and Servicer, and you are paid on a daily basis for funds received by the Bank and Servicer from the applicable card issuing bank.

          

           Please read these Terms of USE carefully because they constitute a binding agreement between You and CENTAVIZER and govern your use of the CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE that links to these terms of use. by DOWNLOADING, INSTALLING OR USING THE CENTAVIZER APP, the centaVizer api OR ACCESSING THE CENTAVIZER WEBSITE, you agree to follow and be bound by theSE terms of USE.  if you do not agree with these terms of use, do not download, install or use the centavizer app, THE CENTAVIZER API or the centavizer website.

 

           CENTAVIZER MAY, IN ITS SOLE DISCRETION, CHANGE, MODIFY, ADD OR REMOVE ANY PORTION OF THESE TERMS OF USE AT ANY TIME AND WITHOUT NOTICE, AND ANY SUCH CHAnge, MODIFICATION, ADDITION OR REMOVAL SHALL BECOME EFFECTIVE AND BINDING UPON YOU AFTER BEING POSTED TO THE CENTAVIZER WEBSITE.

 

a.       rights Granted

 

           Centavizer grants to you the non-exclusive, revocable, non-assignable and non-transferrable right to (i) download, install and use (a) the Centavizer App and (b) the Centavizer API and, in each case any updates to it, for your personal and business use on a compatible mobile/POS device owned or controlled by you, and (ii) access and browse the Centavizer Website for your personal and business use only. 

 

         As consideration therefor, you consent/agree:

 

         (i)        to accept centz as a portion of User’s payment for your products/services; provided, however, that  you need not accept centz if the User does not have enough centz in the User’s Centavizer Account to cover the centz portion of the discount or payment;

 

         (ii)       that you will upload coupon image(s), discounted centz value, full retail value, and date of acceptance and expiration via the Centavizer Website or the Centavizer App in common graphic image file for review and approval by the Centavizer staff;

 

         (iii)      to pay Centavizer a non-refundable Centavizer Service Fee of 20% of the final sales price (after the inclusion of sales tax and the application of centz) in connection with each User purchase; and authorize the Bank and Servicer to pay Centavizer such Centavizer Service Fee (less any Bank and Servicer processing fees for which Centavizer will be responsible) immediately upon the sale to User;

 

         (iv)      that returns/refunds to Users shall follow your normal return policies; provided that Users do not receive a refund of centz if the products/services purchased are returned to you; and

 

         (v)       that we may contact you about your Centavizer Account using automated calls or texts to service your Centavizer Account or investigate fraud, but not for telemarketing.

          

B.       Ownership

 

           The Centavizer App, the Centavizer API and the Centavizer Website, including original content, features and functionality, are owned by us and are protected by copyright, trademark, patents, trade secrets and other intellectual property or proprietary rights laws.  Except for the rights granted to you in the immediately preceding Section, you shall have no rights therein.

 

           When you submit any content, including, without limitation, any image, text or data to the Centavizer App, the Centavizer API or Centavizer Website (“Merchant Content”), you retain all ownership and intellectual property rights therein.  With respect to Merchant Content, you grant to us a non-exclusive, royalty-free, transferable, assignable, sub-licensable, irrevocable and perpetual worldwide license to (i) collect, store, transmit, use, modify, create derivative works from, reproduce, publish, distribute, and communicate such Merchant Content, and (ii) use and incorporate into the Centavizer App and/or the Centavizer API and/or the Centavizer Website any suggestions, enhancement requests, recommendations and/or other feedback provided by you, in each case for any purpose relating to the Centavizer App or the Centavizer API or the Centavizer Website, without any compensation to you therefor.

 

           You are responsible for Merchant Content.  You represent and warrant to us that you own your Merchant Content or that you have all rights necessary to grant us a license to use your Merchant Content as described herein.

 

C.       Restrictions on Use of the Centavizer App, Centavizer API and Centavizer Website

 

         You agree not to (i) use the Centavizer App, Centavizer API or the Centavizer Website, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations, (ii) copy, adopt, transmit, reverse engineer, decompile, disassemble or modify the Centavizer App, Centavizer API or the Centavizer Website or any content accessible on either, (iii) reproduce, frame, display or mirror the Centavizer App, Centavizer API or the Centavizer Website other than as a necessary consequence of their normal operation by you, (iv) employ any technology that interferes in any way with the proper operation of the Centavizer App, Centavizer API or the Centavizer Website, including by blocking any advertising or promotions displayed thereon, or (v) collect or harvest any information or data from the Centavizer App, the Centavizer API or the Centavizer Website for any commercial purpose. In addition to any other rights afforded to us under these Terms of Use, we reserve the right to remove or disable access to any material that violates the foregoing restrictions.  We shall have no liability to you in the event that we take such action.  You agree to defend and indemnify us against any claim arising out of a violation of your obligations under this Section.

        

D.     Warranties, Disclaimers and Exclusive Remedies

 

         The Centavizer App, the Centavizer API and the Centavizer Website are provided “as is” and “as available” without any representation, warranty or undertaking of any kind as to the use, availability, performance, accuracy or completeness or contents thereof.

 

           WE DO NOT GUARANTEE THAT THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API OR THE CENTAVIZER WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL ERRORS.  YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET AND THAT THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

           WE AND OUR STOCKHOLDERS, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AGENTS, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “AFFILIATES”), DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE USE AND AVAILBILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, OR DATA DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT OR DATA ACCESSED THROUGH AND/OR PRODUCED FROM THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, REGARDLESS OF WHO ORIGINATES SUCH CONTENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAWS ARE APPLICABLE.

 

           ALTHOUGH CENTAVIZER TAKES REASONABLE PRECAUTIONS DESIGNED TO PROTECT THE CONFIDENTIALITY AND PRIVACY OF INFORMATION WE COLLECT FROM YOU, WE CANNOT ABSOLUTELY GUARANTEE THE CONFIDENTIALITY AND PRIVACY OF YOUR INFORMATION.  ACCORDINGLY, WE SHALL HAVE NO RESPONSIBILITY IF, DESPITE OUR REASONABLE EFFORTS TO PROTECT THE CONFIDENTIALITY AND PRIVACY OF YOUR INFORMATION, AN UNAUTHORIZED INDIVIDUAL ACCESSES YOUR INFORMATION. NOR SHALL WE HAVE ANY RESPONSIBILITY IF AN INDIVIDUAL AUTHORIZED TO ACCESS YOUR INFORMATION (OTHER THAN AN EMPLOYEE OR AGENT OF CENTAVIZER) USES OR DISCLOSES THE INFORMATION IN AN UNAUTHORIZED MANNER.

 

           WE CANNOT AND DO NOT GUARANTEE THE SECURITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE. YOU SHALL BE RESPONSIBLE FOR (1) MERCHANT CONTENT, (2) ALL INFORMATION, INSTRUCTIONS AND MATERIALS PROVIDED BY YOU IN CONNECTION WITH THE USE OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, AND (3) THE SECURITY OF ALL ACCESS CREDENTIALS TO, AMONG OTHER THINGS, PROTECT AGAINST ANY UNAUTHORIZED ACCESS TO OR USE OF THE CENTAVIZER APP, THE CENTAVIZER API OR THE CENTAVIZER WEBSITE.

 

           You are responsible for all uses of your Centavizer Account whether by you or a third party.  You should review your Centavizer Account regularly.  If you identify any erroneous transaction or unexpected activity of your Centavizer Account, or you believe that the security of your Centavizer Account has been compromised, you must let us know as soon as possible. You should use your mobile device or Social Media Account for verification of your Centavizer Account; and use a strong password (if applicable) for your Centavizer Account, and, make sure that the details of your password are kept confidential and secure at all times.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF YOUR CENTAVIZER ACCOUNT RESULTING FROM YOUR FAILURE TO MAINTAIN RESTRICTED ACCESS TO YOUR MOBILE DEVICE OR SOCIAL MEDIA ACCOUNT, THE CONFIDENTIALITY OR SECURITY OF YOUR MERCHANT DETAILS OR THE FAILURE TO USE A STRONG PASSWORD.  In the case of a loss of your control over your mobile device or Social Media Account to which your Centavizer Account is registered, access to your Centavizer Account can become restricted or outright impossible.

 

E.       Limitation of Liability

 

           TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER CENTAVIZER NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTAL DAMAGES, OR ANY LOSS OF REVENUE OR PROPERTY.

 

           THE MAXIMUM LABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO OUR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE SUM OF TEN DOLLARS ($10.00).

 

F.       Choice of Law; Arbitration

 

           This agreement will be governed by and construed in accordance with the laws of the State of Florida, which are intended to supersede any choice of laws rules, which might require the application of the laws of another jurisdiction.  The parties will resolve any dispute arising out or relating to these Terms of Use in the following manner: To initiate a dispute resolution, one party must deliver to the other a written dispute notice with a brief description of the disputed issues.  Then, during the thirty (30) day period immediately following the date that the other party receives the dispute resolution notice, the parties will meet and negotiate to resolve the dispute(s) at issue.  Any and all disputes that the parties are unable to resolve during any such thirty (30) day period shall be decided by binding, final arbitration in Pinellas County, Florida in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) before a single neutral arbitrator having at least ten (10) years’ experience with respect to terms of use agreements.  The arbitrator shall be agreed upon by the parties, but if the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by AAA.  The arbitrator shall be selected within five (5) business days following the initiation of the arbitration proceeding by either party and the arbitrator shall make a final ruling within ninety (90) calendar days after the date of his or her appointment.  The arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Florida County or Circuit Court, which may be made ex parte, for confirmation and enforcement of the decision.  All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitrator’s decision.

 

G.       Indemnification

 

           You agree to defend, indemnify and hold harmless Centavizer and its Affiliates, and their respective heirs, executors, administrators, personal representatives, successors and assigns, from and against any and all losses, costs, liabilities, obligations, damages, deficiencies, expenses, actions, suits, proceedings, demands, assessments and/or judgments, including reasonable attorney’s fees (collectively, “Losses”), that are caused by, or result or arise from, any breach of these Terms of Use by you or the use of the Centavizer App, the Centavizer API or the Centavizer Website by you or any other person using the Centavizer App, the Centavizer API or the Centavizer Website by means of your mobile device, Social Media Device or password regardless of whether you gave such person permission to do so.

 

H.       Termination

 

           We reserve the right to terminate your access to and use of the Centavizer App, the Centavizer API and the Centavizer Website, in our sole discretion, without notice and liability, including, if we believe that you are not following these Terms of Use.  Also, we reserve the right to investigate suspected violations of these Terms of Use, including any violation arising from any Merchant Content or emails you send to the Centavizer App or to us.  Any violation, or potential violation, of these Terms of Use by you may be referred to law enforcement authorities.

 

           If we terminate your access to the Centavizer App, the Centavizer API and the Centavizer Website, or if we so demand, all rights, granted to you hereunder immediately will stop, and you agree that you immediately will (i) stop using the Centavizer App, the Centavizer API and the Centavizer Website, (ii) remove any links you created with respect to the Centavizer App, the Centavizer API and the Centavizer Website, and (iii) destroy all materials obtained from the Centavizer App, the Centavizer API and the Centavizer Website.

 

           We reserve the right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, the Centavizer App, the Centavizer API and the Centavizer Website with or without notice. You agree that we will not be liable to you or anyone else for any such modification, withdrawal, suspension or discontinuance.

 

           You have the right to remove and delete your Centavizer Account and all Merchant Content associated with it.  Upon receipt of your request, in writing/email, to remove and delete your Centavizer Account, we will suspend your Centavizer Account for ninety (90) days. After ninety (90) days, if there is no request from you to reinstate your Centavizer Account, your Centavizer Account and Merchant Content will be deleted and removed permanently from Centavizer servers.  We retain the right to use all accumulated data in accordance with our Privacy Policy.

 

I.        Confidentiality

 

            By virtue of this agreement, the parties may have access to information that is confidential to one another (“Confidential Information”).  We each agree to disclose only information that is required for the performance of obligations, or permitted, hereunder.  Your Confidential Information shall be limited to your data residing in the Centavizer App, the Centavizer API and Centavizer Website environment, and all information clearly identified by you as confidential at the time of disclosure.

 

            A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party.

 

            Each of us agrees to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure. Also, each of us agrees to disclose Confidential Information only to those Affiliates who are required to protect it against unauthorized disclosure in a manner no less protective than under these Terms of Use. We will protect the confidentiality of Merchant Content residing in the Centavizer App, the Centavizer API and Centavizer Website environment in accordance with our own internal security practices.  Nothing shall prevent either party from disclosing the other party’s Confidential Information in any legal proceeding arising from or in connection with these Terms of Use or from disclosing the Confidential Information to a governmental entity as required by law.

 

J.         Privacy Policy

 

            Any personal information you provide to us when creating or updating your Centavizer Account, which may include your name, Employer ID Number, email address, phone number, banking information and any such other information will be held and used in accordance with the Centavizer Privacy Policy, which is available at http://www.Centavizer.com/html/privacy-policy.html and incorporated herein by reference.  The Centavizer Privacy Policy is subject to change at Centavizer’s discretion; however, our policy changes will not result in a material reduction in the level of protection provided.  You agree that you will supply accurate and complete information to us, and that you will update that information promptly after it changes.

 

K.        Service Tools

 

            We may use tools, scripts, software and utilities (collectively, “tools”) to monitor and administer the Centavizer App, the Centavizer API and the Centavizer Website and to help resolve your Centavizer App, the Centavizer API and Centavizer Website requests.  The tools will not collect, report or store any of your Merchant Content or your data residing in the Centavizer App, the Centavizer API and the Centavizer Website environment, except as required by us to assist in managing the Centavizer App, the Centavizer API and the Centavizer Website and to troubleshoot requests or other problems.  You agree that (i) except as set forth in the following paragraph, you may not access or use the tools, and (ii) you will not use or restore the tools from any tape backup at any time following termination of these Terms of Use.

 

            If we provide you with access to or use of any tools in connection with the Centavizer App, the Centavizer API and the Centavizer Website, your right to use such tools is governed by the license terms that we specify for such tools; however, if we do not specify license terms for such tools, you shall have a non-transferable, non-exclusive, limited right to use such tools solely to facilitate your administration and monitoring of your Centavizer App, the Centavizer API and the Centavizer Website environment, subject to the terms of these Terms of Use.  Any such tools are provided by us on an “as is” basis and we do not provide technical support or offer any warranties for such tools.  Your right to use such tools will terminate upon the earlier of our notice (which may be through posting on https://supportCentavizer.com or such other URL designated by us), the termination of these Terms of Use, or the date that the license to use such tools ends under the license terms specified for such tools.

 

L.        Third Party Web Sites, Content, Products and Services

 

            Centavizer may enable you to add links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. We are not responsible for any third party websites or third party content, products or services provided on or through the same and you bear all risks associated with the access and use of such websites and third party content, products and services.

 

M.       General Contractual Provisions

 

            If any provision of these Terms of Use shall be declared by a court to be invalid, illegal, or unenforceable, such provision shall be deemed severable from these Terms of Use and the other provisions shall remain in full force and effect. 

 

            The failure of Centavizer to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

 

            We may assign or transfer our rights and obligations under these Terms of Use to a third party. You are not entitled to assign or otherwise transfer these Terms of Use without our prior written consent. Any attempt to do so without our consent will be void.

 

            We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control.