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 your Fitness Tracker or your mobile device’s pedometer to award “centz”. “Centz” are units of exchange that you may generate through the Centavizer App by verified physical movement (currently limited to steps recorded by you and others authorized by you to sync their Fitness Tracker with your 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 records and retains all physical achievements and Merchant deals (including savings), which may be shared with others using your Social Media accounts, and logs details of all centz generated by you and any transfers of centz to or from your Centavizer Account.
The Centavizer App must be accessed and downloaded by you at the Apple App Store or Google Play or with Windows Store. To use the Centavizer App, you must create a user account (a “Centavizer Account”). Your Centavizer Account can be created and accessed through the Centavizer App, your Social Media Account (Facebook, google, twitter, etc.) or your Fitness Tracker Account, and requires demographic information, including email address, mobile number with which your Centavizer Account is registered and your credit/debit card information which will be securely stored and tokenized offsite of Centavizer Servers and data locations.
a. rights Granted
Centavizer grants to you the non-exclusive, revocable, non-assignable and non-transferrable right to (i) download, install and use the Centavizer App and any updates to it for your personal use on a compatible mobile device owned or controlled by you, and (ii) access and browse the Centavizer Website for your personal use only.
The Centavizer App 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 or Centavizer Website (“User Content”), you retain all ownership and intellectual property rights therein. With respect to User 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 User Content, and (ii) use and incorporate into the Centavizer App 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 Website, without any compensation to you therefor.
You are responsible for User Content. You represent and warrant to us that you own your User Content or that you have all rights necessary to grant us a license to use your User Content as described herein.
C. Restrictions on Use of the Centavizer App and Centavizer Website
D. Warranties, Disclaimers and Exclusive Remedies
The Centavizer App 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 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 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 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 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 AND THE CENTAVIZER WEBSITE. YOU SHALL BE RESPONSIBLE FOR (1) USER CONTENT, (2) ALL INFORMATION, INSTRUCTIONS AND MATERIALS PROVIDED BY YOU IN CONNECTION WITH THE USE OF THE CENTAVIZER APP 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 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, Social Media Account or Fitness Tracker 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, SOCIAL MEDIA ACCOUNT OR FITNESS TRACKER ACCOUNT, THE CONFIDENTIALITY OR SECURITY OF YOUR USER DETAILS OR THE FAILURE TO USE A STRONG PASSWORD. In the case of a loss of your control over your mobile device, Social Media Account or Fitness Tracker 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
If we terminate your access to the Centavizer App 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 and the Centavizer Website and forfeit all “centz” that remain in your account, (ii) remove any links you created with respect to the Centavizer App and the Centavizer Website, and (iii) destroy all materials obtained from the Centavizer App 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 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.
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 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.
K. No Medical Advice
The Centavizer App incentivizes physical fitness by allowing you to track and verify your physical movement, generate centz and use centz towards purchases of meals, merchandise, services and other benefits at participating Merchants. THE SERVICES WE PROVIDE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, ANY FORM OF MEDICAL ADVICE OR OPINION. We are not licensed medical professionals, and we are not in the business of providing medical advice. You always should consult a qualified and licensed medical professional prior to beginning or modifying any exercise program. The Centavizer App is not a tool for the diagnosis or prevention of disease. We do not endorse any third party products or services provided by participating Merchants and, where these relate to your health, you should always take appropriate medical advice before using them. YOUR USE OF THE CENTAVIZER APP DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND CENTAVIZER.
L. Service Tools
M. 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.
N. General Contractual Provisions