Software Terms and Conditions - CENTEGIX

Software Terms and Conditions

1. ACCEPTANCE OF TERMS

By downloading, installing, or using any of the CENTEGIX Desktop or Mobile software applications (the “Software”), you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not download, install, or use the Software.

2. LICENSE GRANT

Subject to your compliance with these Terms and Conditions, CENTEGIX grants you a limited, non-exclusive, non-transferable, revocable license to use the Software on devices running Windows, macOS, iOS, or Android operating systems for which you have an appropriate license.

3. USER ACCOUNTS

3.1 Access to the Software may require user accounts, which are provided at the discretion of CENTEGIX’s customers who have purchased the CENTEGIX Platform.

3.2 You acknowledge that CENTEGIX’s customers control account creation, management, and termination for the Software.

3.3 You are responsible for maintaining the confidentiality of any login credentials provided to you and for all activities that occur under your account.

4. RESTRICTIONS

You shall not:

Modify, reverse engineer, decompile, or disassemble the Software
Create derivative works based on the Software
Copy the Software except as expressly permitted by these Terms
Rent, lease, lend, sell, redistribute, or sublicense the Software
Remove or alter any proprietary notices or labels on the Software
Use the Software for any unlawful purpose or in any way that violates applicable laws or regulations

5. INTELLECTUAL PROPERTY

5.1 The Software and all intellectual property rights therein are and shall remain the property of CENTEGIX. The structure, organization, and code of the Software are valuable trade secrets and confidential information of CENTEGIX.

5.2 You acknowledge that you have no rights to the intellectual property in the Software except as expressly set forth in these Terms.

6. UPDATES AND MAINTENANCE

6.1 CENTEGIX may, at its discretion, provide updates, patches, or maintenance services for the Software.

6.2 You understand that CENTEGIX has no obligation to provide support, maintenance, or updates for the Software unless separately agreed in writing.

7. DATA COLLECTION AND PRIVACY

7.1 Any data collection will be in accordance with CENTEGIX’s Privacy Policy, which is incorporated by reference into these Terms.

8. NO WARRANTY

8.1 THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 CENTEGIX MAKES NO WARRANTY THAT: (a) THE SOFTWARE WILL MEET YOUR REQUIREMENTS (b) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE (d) THE QUALITY OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED

8.3 YOU EXPRESSLY UNDERSTAND AND AGREE THAT CENTEGIX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CENTEGIX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF CENTEGIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERMINATION

10.1 This agreement is effective until terminated. Your rights under this license will terminate automatically without notice from CENTEGIX if you fail to comply with any term of these Terms and Conditions.

10.2 Upon termination of the license, you shall cease all use of the Software and destroy all copies, full or partial, of the Software.

11. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any principles of conflicts of law.

12. CHANGES TO TERMS

CENTEGIX reserves the right, at its sole discretion, to modify or replace these Terms at any time. It is your responsibility to check these Terms periodically for changes.

13. SEVERABILITY

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

14. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and CENTEGIX regarding the Software and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms.