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PLATFORM TERMS OF USE FOR END USERS



Effective Date: May 20th, 2019


INTRODUCTION

Welcome to the Centercode Platform. You’re an end user on an instance of the
Centercode Platform that is operated by one of our business customers. We want
you to have a safe and productive experience, so please take a moment to review
these Terms of Use for End Users (the “User Terms”).

Among other things, these User Terms form a contract between you and us. The
User Terms:

 * Describe the relationship between you, our business customer, and Centercode;
 * Govern your access and use of the Centercode Platform as an end user,
   including the limitation of our liability to you as an end user;
 * Contain our rules for acceptable use of the Centercode Platform that you must
   follow; and
 * Direct you to the privacy policies that apply to you as an end user of our
   customer’s instance of the Centercode Platform.

Please read the User Terms carefully. If you access or use the Centercode
Platform, or continue accessing or using the Centercode Platform after being
notified of a change to the User Terms, you confirm that you have read,
understand and agree to be bound by the User Terms. “We,” “our,” and “us” refer
to Centercode, Inc.


THE RELATIONSHIP BETWEEN YOU, OUR BUSINESS CUSTOMER, AND CENTERCODE

You are an authorized end user (an “Authorized User”) on an instance of the
Centercode Platform controlled by our business customer (the “Customer”). Our
Customer has invited you to its unique Centercode Platform domain where its
Authorized Users may access the Centercode Platform (its “Implementation”). Your
access to our Customer’s Implementation is at its discretion, and is subject to
you complying with these User Terms.

Our Customer has separately entered into an agreement with us (the “Customer
Contract”) that contains our commitment to deliver the Implementation to our
Customer and permits the creation and configuration of our Customer’s
implementation so that its Authorized Users can join and access the Centercode
Platform through that Implementation. These User Terms are not intended to, nor
shall they, limit or modify any Customer’s right that it has under its Customer
Contract.

As an Authorized User, you will submit content or information (including
personal data) to our Customer’s Implementation, such as account information,
profile data, feedback, photos, files, or other text or data. You acknowledge
and agree that this data (called “Customer Data”) is owned by our Customer and
that the Customer Contract provides our Customer with many choices and control
over the Customer Data.

For example, our Customer may itself, or by instruction to Centercode, provision
or deprovision the Implementation, allow, remove, or modify access to the
Implementation, enable or disable third party service integrations in its
implementation, manage security, permissions, data retention, data exports, and
other settings, transfer or assign its Implementation(s), and share Customer
Data.

These choices and instructions may result in the access, use, disclosure,
modification, or deletion of certain or all Customer Data. Our Customer controls
the Customer Data and generally gets to decide what to do with all of its
Customer Data.

Our Customer is responsible for: (i) informing you of any applicable policies
and practices that impact the processing of Customer Data; and (ii) obtaining
any rights, permissions, or consents from you that it deems are necessary or
advisable for the lawful use of Customer Data, transfer of Customer Data, and
processing of Customer Data using the Implementation or using our services in
general.

This means that if you have a request related to your Customer Data or would
like to remove your account on our Customer’s Implementation, while we may be
able to offer support services to help you navigate the Centercode Platform
options available within the Customer’s Implementation where permitted by the
Customer Contract (e.g. any available user opt out features), beyond that, you
must contact our Customer. Any dispute regarding your Customer Data must be
directed to our Customer.


YOUR USE OF THE CENTERCODE PLATFORM


YOU MUST BE THE INTENDED AUTHORIZED USER

You represent that you are the intended recipient of Customer’s invitation to
its Implementation. You may not access or use the Implementation for any purpose
if you are not the individual that the Customer intended to invite to use its
Implementation. You may not submit false or inaccurate contact, account
registration information, or other information.


OUR ACCEPTABLE USE POLICY

To help ensure a safe and productive experience, all Authorized Users must
comply with the following Acceptable Use Policy. If we believe a violation of
the policy is deliberate, repeated or presents a credible security risk or risk
of harm to other users, our Customers, the Centercode Platform, or any third
parties, we may suspend or terminate your access.

Do:

 * comply with all User Terms and this Acceptable Use Policy;
 * comply with all terms and agreements with our Customer;
 * comply with all applicable laws and governmental regulations, including, but
   not limited to, all intellectual property, data, privacy, and export control
   laws, and regulations promulgated by any government agencies;
 * upload and share data, files, and information only if you own all required
   rights to do so under law and under contracts that apply to you (such as
   nondisclosure agreements), and do so only consistent with applicable law and
   your contract obligations;
 * use commercially reasonable efforts to prevent unauthorized access to or use
   of the Centercode Platform;
 * keep passwords and all other login information confidential;
 * monitor and control all activity conducted through your account in connection
   with the Implementation;
 * promptly notify us if you become aware of or reasonably suspect any illegal
   or unauthorized activity or a security breach involving your account(s),
   including any loss, theft, or unauthorized disclosure or use of a username,
   password, or account; and
 * fully comply with all applicable terms of any third party applications that
   Customer elects to integrate with its Implementation and that you access or
   subscribe to in connection with the Implementation.

Do not:

 * share, transfer or otherwise provide access to an account designated for you
   with another person;
 * allow any party that is not an Authorized User to access or use a username or
   password for the Implementation;
 * use the Implementation to store or transmit any data that may infringe upon
   or misappropriate someone else’s trademark, copyright, or other intellectual
   property rights;
 * use the Implementation to store or transmit data that is obscene,
   threatening, defamatory, tortious, or unlawful;
 * upload to, or transmit from, the Implementation any data, file, software, or
   link that contains or redirects to a virus, Trojan horse, worm, or other
   harmful script, file, agent, program, or component or a technology that
   unlawfully accesses or downloads content or information stored within the
   Implementation or on the hardware of Centercode, our Customer, or any third
   party;
 * attempt to reverse engineer, decompile, hack, access source code, disable,
   interfere with, disassemble, modify, copy, translate, or disrupt the
   features, functionality, integrity, or performance of the Centercode Platform
   (including any mechanism used to restrict or control the functionality of the
   Centercode Platform), any third party use of the Implementation, the Customer
   Data, or any third party data contained in the Implementation (except to the
   extent prohibited by applicable law);
 * attempt to gain unauthorized access to the Service or related systems or
   networks or to defeat, avoid, bypass, remove, deactivate, or otherwise
   circumvent any software protection or monitoring mechanisms of the Centercode
   Platform;
 * access the Implementation or the Centercode Platform in order to build a
   similar or competitive product or service or copy any ideas, features,
   functions, or graphics of the Implementation or the Centercode Platform;
 * use the Centercode Platform in any manner that may harm minors or violate
   applicable law governing the collection of personal data regarding minors;
 * impersonate any person or entity, including, but not limited to, an employee
   of ours, any administrator of the Customer’s Implementation, any other
   Authorized User, or falsely state or otherwise misrepresent your affiliation
   with a person, organization or entity;
 * use the Centercode Platform to provide material support or resources (or to
   conceal or disguise the nature, location, source, or ownership of material
   support or resources) to any organization(s) designated by the United States
   government as a foreign terrorist organization pursuant to Section 219 of the
   Immigration and Nationality Act or other laws and regulations concerning
   national security, defense or terrorism;
 * access, search, or create accounts for the Centercode Platform by any means
   other than our publicly supported interfaces (for example, “scraping” or
   creating accounts in bulk);
 * send unsolicited communications, promotions or advertisements, or spam;
 * send altered, deceptive or false source-identifying information, including
   “spoofing” or “phishing”;
 * abuse referrals, incentives, or promotions to get more credits than deserved;
 * sublicense, resell, time share or similarly exploit the Centercode Platform
   or the Implementation;
 * use, create lists of, or share contact or other user information obtained
   from the Implementation (including email addresses) to contact Authorized
   Users outside of the Implementation without the legal right to do so; or
 * authorize, permit, enable, induce or encourage any third party to do any of
   the above.

If you see inappropriate behavior or content, please report it immediately to
security@centercode.com.


CONSENT TO ELECTRONIC SIGNATURES

Our Customers may seek the electronic signatures of their Authorized Users to
agreements using features of the Centercode Platform. By using these features,
you agree that any agreements you execute may be electronically signed,
including by you entering your username and password to confirm your agreement,
and that the electronic signature is the same as a handwritten signature for the
purposes of validity, enforceability, and admissibility. The Centercode Platform
contains features which allow you to access agreements you have executed within
a particular Customer’s Implementation. For assistance viewing any agreements
you have executed within a particular Implementation, please contact the
Customer that controls the Implementation.


DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) POLICY

We take the intellectual property rights of others seriously and require that
our Customers and their Authorized Users do the same. The DCMA provides a
process for addressing claims of copyright infringement. Please note that we
will share your full complaint, including your contact information, to the
alleged violator. If you are concerned about your contact information being
forwarded, you may wish to use an agent to report it for you.

If you own a copyright or have authority to act on behalf of a copyright owner
and want to file a DMCA complaint that a third party is infringing that
copyright through our services, please send us a notice to the contact address
below in “Notices Under User Terms“ that includes the following information: (1)
a description of the copyrighted work; (2) a description of the material you
claim is infringing and the URL of that material; (3) your address, telephone
number, and email address; (4) the following statement: “I have a good faith
belief that the use of the copyrighted material I am complaining of is not
authorized by the copyright owner, its agent, or the law”; (5) the following
statement: “The information in this notice is accurate and, under penalty of
perjury, I am the owner, or authorized to act on behalf of the owner, of the
copyright”; and (6) an electronic or physical signature of the owner of the
copyright or a person authorized to act on the owner’s behalf.

We may, in appropriate situations, disable or terminate the accounts of
Authorized Users. This process does not limit our ability to pursue any other
remedies we may have to address suspected infringement. Please be aware that you
may be liable for any damages, including costs and attorneys’ fees incurred by
us or our users, if you knowingly materially misrepresent that material is
infringing.


NO WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CENTERCODE MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU
RELATING TO THE CENTERCODE PLATFORM AND THE IMPLEMENTATION, WHICH ARE PROVIDED
TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.


LIMITATION OF LIABILITY

If we believe that there is a violation of the Customer Contract, User Terms, or
any of our other published policies that can simply be remedied by Customer’s
removal of certain Customer Data or taking other action, we will, in most cases,
ask Customer to take action rather than intervene ourselves. We may directly
step in and take what we determine to be appropriate action (including disabling
your account) if Customer does not take appropriate action or we believe there
is a credible risk of harm to us, the Centercode Platform, the Implementation,
Authorized Users, or any third parties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL CENTERCODE, OR ITS
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR CONTRACTORS, HAVE ANY
LIABILITY TO YOU FOR LOST DATA, LOSS OF USE, LOST PROFITS, OR LOST REVENUES, OR
FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR
UNDER ANY OTHER THEORY OF LIABILITY INCLUDING NEGLIGENCE, EVEN IF WE HAVE BEEN
ADVISED ON THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.

THE MAXIMUM AGGREGATE LIABILITY OF CENTERCODE AND ITS AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS FOR BREACH OF THESE TERMS OF USE
IS TWENTY DOLLARS ($20) IN THE AGGREGATE.

THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW, AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND
OBTAIN EQUITABLE RELIEF. IN ADDITION, IF YOU ARE A CUSTOMER, THE FOREGOING
LIMITATIONS SHALL NOT LIMIT ANY RIGHTS YOU HAVE UNDER THE CUSTOMER CONTRACT.


APPLICATION OF CONSUMER LAW

The Centercode Platform is a tool intended for use by businesses and
organizations. To the maximum extent permitted by law, you hereby acknowledge
and agree that consumer laws do not apply. If however any consumer laws do apply
and cannot otherwise be lawfully excluded, nothing in these User Terms will
restrict, exclude or modify any statutory warranties, guarantees, rights or
remedies you have that we cannot lawfully exclude, and our liability is limited
(at our option) to the replacement, repair or resupply of our services or, at
our sole discretion, the pro-rata refund to our Customer of pre-paid fees for
its subscription to its Implementation covering the remainder of the term.


CUSTOMER DATA PRIVACY; GDPR

Please review our Centercode Customer Data Handling Practices document for more
information on how we collect and use personal data that is Customer Data. If
you are a resident of the European Union, the European Economic Area, the United
Kingdom, or Switzerland, please review the provisions in that policy discussing
the EU General Data Protection Regulation or “GDPR.”


GENERAL PROVISIONS


NOTICES UNDER USER TERMS

Except as otherwise set forth herein, all notices under the User Terms will be
by email or by notice to Authorized Users through the Centercode Platform.
Privacy notices to Centercode must be sent to privacy@centercode.com. Legal and
Digital Millennium Copyright Act notices to Centercode must be sent to
legal@centercode.com. Alternatively, Authorized Users can provide legal notice
by mail to:

Centercode, Inc.
23332 Mill Creek Drive, Suite 260
Laguna Hills, CA 92653
Attn: Legal Department

A notice given by email (or by Centercode to an Authorized User through the
Centercode Platform) will be deemed to have been duly given the day after it is
sent. A notice given by mail will be deemed to have been duly given when
received. Notices under the Customer Contract will be delivered solely in
accordance with the terms of the Customer Contract.


SURVIVAL

The sections titled “The Relationship Between You, Customer, and Us,” “Consent
to Electronic Signatures,” “Digital Millennium Copyright Act,” “Customer Data
Privacy; GDPR,” “Limitation of Liability,” and all of the provisions under the
“General Provisions” heading will survive any termination or expiration of the
User Terms.


MODIFICATIONS

As our business evolves, we may change these User Terms. If we make a material
change, we will provide you with notice either by emailing the email address
associated with your account or by messaging you through the Centercode
Platform. You can review the most current version of the User Terms at any time
by visiting this page, and by visiting the most current version of our
Centercode Customer Data Handling Practices document. Any material revisions to
these User Terms will become effective on the date set forth in our notice, and
all other changes will become effective on the date we publish the change. If
you use the Implementation after the effective date of any changes, that use
will constitute your acceptance of the revised terms and conditions.


WAIVER

No failure or delay by either party in exercising any right under the User Terms
will constitute a waiver of that right. No waiver under the User Terms will be
effective unless made in writing and signed by an authorized representative of
the party being deemed to have granted the waiver.


SEVERABILITY

The User Terms will be enforced to the fullest extent permitted under applicable
law. If any provision of the User Terms is held by a court of competent
jurisdiction to be contrary to law, the provision shall be modified and
interpreted so as best to accomplish the objectives of the original provision to
the fullest extent permitted by law, and the remaining provisions of the User
Terms will remain in effect.


ASSIGNMENT

You may not assign any of your rights or delegate your obligations under these
User Terms whether by operation of law or otherwise, without our prior written
consent (not to be unreasonably withheld). We may assign these User Terms in
their entirety (including all terms and conditions incorporated herein by
reference), without your consent, to a corporate affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially
all of our assets.


GOVERNING LAW; VENUE

The User Terms, and any disputes arising out of or related hereto, will be
governed exclusively by the laws of the state of California, without regard to
conflicts of laws rules or the United Nations Convention on the International
Sale of Goods. The courts located in Orange County, California will have
exclusive jurisdiction to adjudicate any dispute arising out of or relating to
the User Terms, or its formation, interpretation or enforcement. Each party
hereby consents and submits to the exclusive jurisdiction of such courts.
Notwithstanding the foregoing, if you are a Customer, the provisions in the
Customer Contract shall control governing law and venue.


ENTIRE AGREEMENT

The User Terms, including any terms incorporated by reference into the User
Terms, constitute the entire agreement between you as an Authorized User and us
and supersede all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. To the extent
of any conflict or inconsistency between the provisions in these User Terms and
any pages referenced in these User Terms, the terms of these User Terms will
first prevail; provided, however, that if there is a conflict or inconsistency
between the Customer Contract and the User Terms, the terms of the Customer
Contract will first prevail, followed by the provisions in these User Terms, and
then followed by the pages referenced in these User Terms. Customer will be
responsible for notifying Authorized Users of those conflicts or inconsistencies
and until such time, the terms and conditions in these User Terms are binding.
Notwithstanding the foregoing, these User Terms are not intended to, nor shall
they, limit or modify any Customer’s right that it has under its Customer
Contract.


CONTACTING CENTERCODE

When providing a notice to us under these User Terms, you must contact us as
described above in the “Notices Under User Terms” section. In other
circumstances, please feel free to contact us at support@centercode.com or at
our mailing address below:

Centercode, Inc.
23332 Mill Creek Drive, Suite 260
Laguna Hills, CA 92653
USA

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