Centurion Business, LLC. Terms of Use
Last Updated October 13, 2025
1. Introduction.
1.1. Read These Terms Carefully
Please read these terms of service (“Agreement”) carefully as this Agreement constitutes a binding contract between the user that accepts this Agreement (“Client”) and Centurion Business, LLC., a California company having its registered address at 921 South Beacon St., Apt. 404, San Pedro, CA 90731 (“Centurion”) governing your access to the Centurion website at https://www.centurion-business.com (“Site”) or use of the services (“Centurion Solutions”) available through the Site and any mobile applications (each an “App”) through which they may be made available. Centurion utilizes QuickBooks Online (“QuickBooks”) as its primary accounting software, and it is included in these terms of use as part of the collectively identified Services (the Site, Centurion Solutions, the App, and QuickBooks shall be collectively referred to herein as the “Services”). By checking an opt-in box, clicking on “I accept”, “I consent”, “Acknowledge and Access My Account” or otherwise accepting this Agreement on the sign-up page, installing the App, accessing any content on the Site or otherwise accessing or using the Services, Client acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Client is using the Services on behalf of an entity, partnership, or other organization, then Client represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If Client does not agree to the terms of this Agreement, then they are not permitted to use the Services.
1.2. Modification of Terms
Centurion reserves the right, in its sole discretion, to change, modify, or otherwise alter this Agreement, or any policy or guideline applicable to the Services, at any time. If Centurion does so, reasonable efforts will be made to communicate these changes via a notice on the Application and this Site.
Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Agreement on this Site, and continued use of the Services after such time will constitute an agreement to be bound by the updated Agreement. It is recommended that review of this Agreement be conducted from time to time. The Agreement will always show the ‘last updated’ date at the top.
1.3. Arbitration Notice and Waiver of Class Action
Except for certain kinds of disputes described in the Arbitration provision below, Client agrees that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, CLIENT AND CENTURION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CLIENT AGREES TO GIVE UP CLIENT’S RIGHT TO GO TO COURT to assert or defend Client rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. See the Arbitration provision below.
2. Services.
2.1. Scope and Use of Services
The Services consist of cloud-based financial tools and services which may include (i) bookkeeping, financial data storage, reporting and processing services, (ii) tax preparation and support services which may be performed by a third party tax service preparer (“Tax Services”), and (iii) the service of communicating information to, from and among Third Party Servicers, as per Client instructions. Client may make certain selections of Services that they wish to procure through the Application or the Account.
Centurion will provide the Services to Client for the term of this Agreement, subject to the payment of applicable Fees and compliance with the terms of this Agreement. As part of the Services, Centurion hereby grants to Client a limited, non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement. Client acknowledges that the Services are cloud-based and hosted services and no copies of the Services or Centurion System will be delivered to Client, other than (where available) the App. The Services shall be used by Client solely for Client’s own purposes and Centurion does not convey any right, title or interest in the Services or Centurion System to Client. Client’s right to use the Services shall terminate upon any termination of this Agreement or termination of the supply of the Services to Client.
2.2. Service Modifications
Centurion reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Client or consent of Client. Centurion may also, from time to time, schedule downtime for maintenance and upgrades to the Services.
2.3. Client Responsibility of Prompt Communication
Client involvement and responsiveness are imperative to the successful delivery of Services. Clients are solely responsible for providing the requisite documentation to Centurion in a timely manner to ensure deadlines are met. Centurion cannot perform the Services if the Client does not provide documents promptly. To ensure quality and accuracy, Clients are encouraged to actively participate and provide timely feedback throughout the Service delivery.
Clients have 30 days after receiving a deliverable from Centurion, including but not limited to a year-end financial package, a historical bookkeeping package, or a tax return, to request updates or changes to such deliverable at no additional charge. Requests for changes after this period may incur additional fees, which will be assessed to process such changes.
2.4. Errors
Client shall immediately notify Centurion of any errors by Centurion or Client in the supply or use of the Services. Where practicable, Centurion shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. Client shall provide Centurion with any information necessary to investigate an error in a Transaction. Some payment transactions, such as wire transfers, are irreversible, so Client agrees to exercise extreme caution when initiating any financial transaction by way of instructions delivered to one of its Third Party Servicers through the Services.
2.5. Tax Services
Client acknowledges that Centurion will provide Tax Services through a third-party only if and upon Client’s completion of a validly executed Taxpayer Disclosure Authorization in which Client consents to allow Centurion to disclose certain tax information as specifically described therein for such period until Client is no longer using Centurion’s tax return preparation services. Client understands and acknowledges that Centurion will not provide Tax Services until such Taxpayer Disclosure Authorization is executed and provided to Centurion.
Client further acknowledges and consents to the fact that Centurion employs a third-party tax filing preparer and reviewer services to complete the Client’s tax filing needs, and Centurion takes no liability for such tax filing errors, if any.
2.6. Financial Transactions
Centurion shall not perform any financial transactions for Client. Client may, however, be able to use the Services to communicate Client instructions to a Third Party Servicer of Client, which Third Party Servicer may perform a financial transaction on behalf of Client pursuant to the Third Party Servicer Agreement. Centurion is not liable for any such financial transaction or the results thereof.
2.7. Financial Data Storage, Not Legal or Accounting Advice
The Services enable the storage of Client Data that is of a financial nature, including bookkeeping and other financial information. Client acknowledges that, except for Tax Services, the Services do not include the provision of accounting, financial, investment, legal, or other professional advice. Centurion is not a certified public accounting firm or professional services firm, nor does it hold any such licenses, except as applicable to Tax Services. Client further acknowledges that Centurion is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. In compliance with applicable law, Centurion does not make any representation or warranty that financial records provided in connection with the Services are compliant with GAAP, IFRS, or any other accounting standards or rules. Clients are solely responsible for retaining third-party professional advice for any accounting, financial, investment, legal, and other professional matters.
Centurion may provide Client with legal, tax, or accounting information on the Site. Unless such information was provided by a Centurion licensed professional pursuant to a written agreement between Client and Centurion, such information is not intended to constitute specific professional advice, and may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to Client’s particular circumstances. As such, Client agrees not to act based on any information provided by Centurion, unless such information was provided by a Centurion licensed professional pursuant to a written agreement between Client and Centurion, or before obtaining advice from other professional counsel qualified in the applicable subject matter and jurisdiction.
2.8. Client Support
Centurion will use commercially reasonable efforts to provide Client with technical support services relating to the Services via its technical support website, email, or telephone.
3. Centurion Account and Client ID.
3.1. Account Access and Security
Centurion shall provide Client with a unique and private Account (“Account”) accessible through the Service. The Account shall be a record of Client Transactions and Fees. Centurion shall provide Client with access codes for the Account. Except as required to deliver the Services or as otherwise required by law, Centurion shall not grant any third party access to Client Account. Any additional terms and conditions posted to the Site with respect to the Account or specific Services preferences selected by Client are incorporated herein by reference.
3.2. Client Account Responsibility
Client shall not disclose such codes or permit any third party to use them. Client has exclusive responsibility for the use of the Client’s Account. Centurion will invite Client to enter certain preferences and specifications within the Application or the Account that will apply to the Services; Client assumes exclusive responsibility for such selections even if they contain errors by Client or result in losses to Client.
3.3. Access Code Confidentiality
Client shall notify Centurion by email to support@centurion-business.com immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party.
3.4. Client ID and Personnel Access
Upon Client’s request, Centurion will also issue Client a Client ID associated with the Account (“Client ID”). Client may share their Client ID only with officers, directors, bookkeepers, accountants or other Client Personnel that are directly employed or engaged by Client (“Client Personnel”) provided that Client binds such third parties to undertakings of confidentiality and to also honor the terms hereof. Client Personnel may only access and use the Services through the Client ID and in compliance with this Agreement; Client will not allow Client Personnel to share the Client ID with third parties. Client is responsible for all activity occurring under its Client ID, whether by Client Personnel or otherwise. Centurion reserves the right to replace the Client ID in its sole discretion for any reason or for no reason. Any Client Personnel who access the Services does so subject to this Agreement.
3.5. Technical Requirements and Limitations
Client shall provide, at Client’s own expense, all necessary hardware, applications, and internet connectivity necessary to access the Services. Client acknowledges that the internet can be unpredictable in performance, unsecure, and may, from time to time, impede access to the Services or performance hereunder. Client agrees that Centurion is not responsible for any internet outages, unsecure WIFI or other connections, or any other interference with Client’s use of or access to the Services or security breaches arising from any Client Device, and Client waives any and all claims against Centurion in connection therewith.
4. Limitations.
4.1. Prohibited Clients
The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have procured services from Centurion and have been terminated by Centurion; (iv) direct competitors of Centurion, except with Centurion’s prior written consent; and (v) individual consumers. The Services may not be used for individual consumer use. Client must be a business, charitable organization or not-for-profit organization to use the Services. Centurion reserves the right to decline to provide Services or terminate Services to one or another type of business. Centurion shall notify Client of prohibited business types through the Site, the Account, or the App. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
4.2. Limitations on Use
Client shall not itself and shall not permit any Client Personnel or any other third party to: (i) permit any party to access or use the Services other than the Client Personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software of Centurion Solutions underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software or Centurion Solutions underlying the Services; (v) use or copy the any software or Centurion Solutions underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Client may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Client is prohibited under Laws from using the Services, Client may not use them.
4.3. Prohibited Data Entry
Client shall not take possession of or enter into the Account any data: (i) that Client does not have the lawful right to copy, transmit, distribute, and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (ii) for which Client does not have the consent or permission from the owner of any personally identifiable information contained in the Client Data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any Laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
5. Fees.
5.1. Subscription Plan and Fees
Access to the Services may require Client to sign up for a subscription plan for a Fee (a “Subscription Plan”), as further described at https://www.centurion-business.com/services or otherwise on the Site, the App or in the Account. All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Centurion reserves the right to change Subscription Plans, including by offering new services or features for additional Fees or by adding or amending Fees for existing Subscription Plans, in our sole discretion. Any change to a Subscription Plan’s Fees or payment terms will be posted on the Site, in the App, in the Account or sent via email. Such changes shall take effect within thirty (30) days or in the billing cycle following notice of such change, whichever is sooner, unless accepted by Client earlier.
5.2. Payment and Billing Frequency
Client shall authorize Centurion to collect payment of Fees from a credit card, debit card or other means of payment; Client authorizes Centurion to charge all Fees and other amounts owing hereunder, including all applicable taxes, from such payment method. If Client pays any Fees with a credit card, Centurion may seek pre-authorization of Client’s credit card account prior to Client’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Client’s purchase.
Centurion reserves the right to change payment frequency or billing dates upon reasonable notice to Client. The first payment to adjust to the new schedule may be pro-rated where necessary to ensure Client is not required to pay more than what they owe.
5.3. Renewals
The Services may include functionality to manage recurring payments for periodic charges. By activating recurring payments, Client authorizes Centurion to periodically charge all accrued sums until the Term ends. If Client updates or cancels any payments, it may take up to 10 business days to take effect.
To avoid recurring payment for the next Renewal Term, Client must provide Centurion with written notice of its election not to renew before the current Term expires. For example, if Client has a one-year long Initial Term and a subscription plan providing for 12 monthly payments during the Initial Term, (a) if Client provides Centurion with written notice of its election not to renew this Agreement before the expiration of the Initial Term, Client will be responsible for any remaining monthly payments during the Initial Term but not for any subsequent Renewal Term, however, (b) if Client fails to provide Centurion with written notice of its election not to renew this Agreement before the end of the Initial Term, this Agreement will renew for another year and Client will be responsible to pay the 12 monthly payments during the Renewal Term.
5.4. Cancellation for Non-Payment and Late Payment
Without limitation, Centurion reserves the right to cancel the Services until all Fees or other amounts owing hereunder are paid in full or terminate this Agreement for late payment. Centurion further reserves the right to refer Client to a collections agency if Fees are delinquent after final notice is served.
In the event of late or declined payments, Centurion may charge late fees, invoice for administrative fees or payment processing fees, apply interest on any unpaid amounts at a rate of 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less, and charge any additional fees necessary to collect payments.
5.5. Taxes
Fees quoted do not include, and Client shall pay and hold Centurion harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Centurion.
5.6. ACH Consent
Client intends to use ACH and/or wire transfers to settle payments from Client Bank Account(s) for the Services provided by Centurion. Accordingly, Client authorizes Centurion and/or its affiliates to initiate debit and credit entries to Client Bank Account. Client shall maintain sufficient funds in Client Bank Account to cover such debit transactions. Client states that Client has the authority to agree to such transactions and that Client Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Centurion receives written notice from Client revoking it. This authorization is for the payment of Fees or any other sums owed to Centurion. Client certifies that the appropriate authorizations are in place to allow Client to authorize this method of settlement. All changes to the identification of Client Bank Account under this authorization must be made in writing in accordance with the Agreement. Client understands that if the information supplied as to the ABA Routing Number and Account Number of the Client Bank Account is incorrect, and funds are incorrectly deposited, Centurion will attempt to assist Client in the recovery of such funds but has no liability as to restitution of the same. Centurion’s assistance in recovering the funds, where available, will be billed to Client at Centurion’s current hourly rate for such work. Client acknowledges that the origination of ACH transactions to the Client Bank Account must comply with the provisions of U.S. law.
6. Term and Termination.
6.1. Term
The term of this Agreement shall begin when Client accepts this Agreement, completes the Application or obtains an Account and shall continue for an initial period of either one month or one year, depending on Client’s selection at account activation (the “Initial Term”).
6.2. Auto-Renewals
YOUR SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR A PERIOD OF THE SAME DURATION AS THE INITIAL TERM UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUBSEQUENT TERM (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides the other with advanced written notice (of 15 days for monthly terms or 60 days for yearly terms) of its election not to renew this Agreement before the expiration of the then-current Initial Term or Renewal Term, as applicable.
6.3. Termination
Client may cease using the Services by closing their Account or such other means as the Services may provide, but doing so does not act to terminate this Agreement. Client must provide Centurion with written notice in accordance with the immediately preceding paragraph that Client elects not to renew this Agreement when the then-current Initial Term or Renewal Term expires. Client will be responsible for any Fees due during the remainder of the Term. Centurion may terminate this Agreement by notice to Client through the Account, by email to the contact information provided in the Application or by other electronic notice to other contact information provided by Client to Centurion.
7. Centurion Intellectual Property Rights.
7.1. Intellectual Property Rights
Centurion expressly reserves all Intellectual Property Rights in the Services, Centurion Solutions, and all materials provided by Centurion hereunder. All rights, titles, and interests in the Services and all other materials provided by Centurion hereunder, any update, adaptation, translation, customization, or derivative work thereof, and all Intellectual Property Rights therein will remain with Centurion or its licensors. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“Centurion Materials”) are protected by Intellectual Property Rights Laws of the United States, Canada, and other jurisdictions.
8. Client Data and Consent.
8.1. Client Information Requirements and Data Accuracy
The Services requires certain information concerning Client, including but not limited to Client name, address, phone number, email address, Bank Account information, and other Third Party Servicer account information. Client hereby authorizes Centurion to, directly or through third parties, make any inquiries and conduct any investigation to verify Client identity.
Client has sole responsibility for the accuracy, appropriateness, and completeness of all Client Data. Client shall promptly correct any errors in the information provided to Centurion. Centurion is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of Client Data.
8.2. Data Ownership and Usage Rights
Client retains ownership of Client Data. Client grants Centurion the right to collect, store, use, and disclose Client Data for the purpose of providing, improving, and protecting the Services, creating new services, integrating the Services with Third-Party Service Provider Services selected by Client, and communicating with Client in connection with the Services. Where Client Data includes data concerning third parties, Client confirms that it has obtained the necessary consents for Centurion to collect, process, and store such data hereunder from the relevant data subjects. Data collected by Centurion is subject to the Centurion Privacy Policy, posted at the Site and incorporated herein by reference.
Additionally, Client grants Centurion the right to use Client Data in aggregated and anonymized formats for the purpose of generating industry benchmarks, financial insights, and comparisons, or as otherwise deemed necessary. Centurion will ensure that any insights derived do not identify any specific Client or disclose any personal or sensitive information. By using the Services, Client consents to Centurion's use of Client Data in accordance with this Agreement. Clients may withdraw consent for data usage for insights by notifying Centurion in writing, subject to the terms of this Agreement.
8.3. Use of Artificial Intelligence (AI) Tools
Centurion leverages Artificial Intelligence (AI) and Machine Learning (ML) tools to enhance the delivery of Services. AI/ ML tools may assist in organizing, analyzing, and processing Client Data to provide streamlined Services, such as improving categorizations or generating recommendations based on transaction descriptions and historical patterns. Human oversight is integrated into these processes to ensure accuracy and appropriateness in the application of AI-generated results; however, Clients are encouraged to verify these outputs as part of their routine use of the Services.
AI/ ML tools are used in a secure, responsible, and privacy-conscious manner, ensuring Client Data is treated with care and respect. Any data processed by AI/ML tools is anonymized, truncated, or otherwise limited to the extent necessary to perform the required tasks and AI/ML tools are run in secure environments without sharing Client Data externally, unless otherwise explicitly authorized by the Client or required by law.
Centurion continually evolves its use of AI/ML tools to improve the quality, efficiency, and personalization of the Services. Any updates to how Client Data is processed will be made in compliance with applicable laws and regulations, and significant changes will be communicated transparently to Clients.
By using the Services, Client agrees to the responsible use of AI/ML tools as outlined above.
8.4. Data Security and Compliance
Data protection and security are deeply important to us. Centurion maintains reasonable security safeguards to protect Client Data. Nevertheless, Client understands and agrees that Centurion does not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats, or other vulnerabilities. To learn more about Centurion’s information security measures, please see Centurion’s Security Practices.
Client shall secure Client Data in its possession or under its control. Client assumes exclusive responsibility for ensuring the security of Client Device and the Data on it, including but not limited to protecting their Account by using sufficient means to restrict unauthorized access, such as strong passwords and enabling two-factor authentication (2FA). Centurion is not responsible for performing, and is not liable for any failure to perform, any back-up of any Client Data or other data provided, transmitted, processed, or stored by Client in or through the Services. Additionally, Centurion is not liable for the operation or failure of Client Devices or those of any third party. Client shall not operate Client Device in a manner that does not meet the applicable security requirements of Centurion, indicated in the Account or on the Site, or those of Third Party Servicers.
Where required by Law, Centurion will disclose Client Data to local, state, and federal authorities, as well as to third parties in response to subpoena requests, and to other organizations in connection with investigations of improper or unlawful user activities.
8.5. Data Sharing and Retention
Subject to any separate agreement between Client and Centurion, Client hereby authorizes Centurion, Centurion’s service providers, and each Third Party Servicer to each obtain from the others and disclose to the others Client Data insofar as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.
Centurion shall disclose Client Data to those representatives of Client identified by Client for such purposes and also to such Third-Party Service Providers as Client has selected. Centurion has no liability for any collection, processing, storage, use, or disclosure of Client Data by any Third-Party Service Provider or any other third party. Centurion reserves the right to decline to share Client Data with any third-party where Centurion believes that such sharing may expose Client or Centurion to excessive security, financial, or reputational risk, provided, however, that Centurion shall never be liable for any act or omission of any third-party with respect to Client Data or otherwise. Centurion makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity, or reliability of any Client Data.
Centurion reserves the right to keep Client Data for the term of this Agreement and in accordance with the Centurion Privacy Policy, unless otherwise expressly prohibited by law.
8.6. Feedback Utilization
In the event that Client provides Centurion any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services (collectively “Feedback”), Client agrees that Centurion may use the Feedback to modify the Services and that Client will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Client hereby grants Centurion a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
8.7. Call Monitoring
Centurion may monitor and record support-related and other outbound calls to Client, as well as inbound calls to Centurion by Client or Client’s representatives, for compliance, support, training, and other purposes. Client agrees that Centurion may record any call between Client and Centurion relating to the Services and agrees to (i) notify all relevant Client employees that calls with Centurion may be monitored and (ii) indemnify and hold harmless Centurion from any claim arising as a result of Centurion’s monitoring or recording of calls between Centurion and Client’s representatives.
9. Confidentiality.
9.1. Confidential Information
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats confidential information of a similar nature. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Client Data shall, without limitation, be Client Confidential Information. Centurion Data shall, without limitation, be Centurion Confidential Information.
10. Indemnification.
10.1. Client Indemnification of Centurion
Client shall defend, indemnify, and hold harmless Centurion, its employees, officers, directors, Affiliates, suppliers, licensors, Third-Party Service Providers and other Clients against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a Third-Party Service Provider Agreement; (iii) any violation of any Laws; (iv) any use of Client Data by Client or a Third-Party Service Provider or other third-party; (v) Client use of the Services, including in combination with any third party service; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any Third-Party Service Provider or Client; (ix) costs incurred by Centurion enforcing the terms hereof or responding to any subpoena relating to Client, Client Data or a Third-Party Service Provider; (x) any claim by a governmental taxing authority; (xi) any dispute between Client and any third party or Client Personnel; or (xi) Client’s use or misuse of the content on the Site, including, without limitation, infringement claims.
11. Representations and Warranties.
11.1. Client Representations and Warranties
Client represents and warrants to Centurion that:
11.1.1. Client has the legal authority to bind Client organization to this Agreement and to perform hereunder and under each Third-Party Service Provider Agreement to which Client is a party. Client is the exclusive owner of the Account and is not operating the Account on behalf of any third-party.
11.1.2. Client has the legal capacity to enter into this Agreement and perform Client obligations hereunder.
11.1.3. Client is a business, charitable organization, or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.
11.1.4. Client shall immediately advise Centurion of defects in the Services or any claim or threatened claim against Centurion. Client shall immediately notify Centurion of any defects in a Product for which a Third-Party Service Provider has been used as a payment method.
11.1.5. Client use of the Services conforms to all Laws and the terms of this Agreement.
12. No Warranties by Centurion.
12.1. Content; Third-Party Servicer Provider
Content from Third-Party Service Providers, other users, suppliers, advertisers, and other third parties may be made available to Client through the Services. Centurion does not control such content; Client agrees that Centurion is not responsible for any such content. Centurion does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and Centurion assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third-party rights related to such content. The Services may contain links to websites not operated by Centurion. Centurion is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Client understands that by using the Services, Client may be exposed to third-party websites that Client finds offensive, indecent, or otherwise objectionable. Centurion makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the Site or Services, including but not limited to Third-Party Service Provider Services. Centurion provides these links for Client’s convenience only and does not control such third parties. Centurion’s inclusion of links to such websites or integrations does not imply any endorsement of the materials on such third-party services or any association with their operators. The Services may contain links to sites that are operated by Centurion but which operate under different terms. It is Client’s responsibility to review the privacy policies and terms and conditions of any other site Client visits. CLIENT AGREES THAT IN NO EVENT WILL CENTURION BE LIABLE TO CLIENT IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD-PARTY.
12.2. Services
THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTURION HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CENTURION DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE CENTURION ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CLIENT ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CLIENT’S USE OF OR ACCESS TO THE SERVICES, CLIENT’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CLIENT UNDERSTANDS AND AGREES THAT CLIENT USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CLIENT’S OWN DISCRETION AND RISK, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S PROPERTY (INCLUDING CLIENT’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, AND CLIENT MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
13. Limitation of Liability.
IN NO EVENT WILL CENTURION, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD-PARTY SERVICER PROVIDERS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL CENTURION’S SUPPLIERS OR THIRD-PARTY SERVICER PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT SHALL CENTURION, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD-PARTY SERVICER PROVIDERS BE LIABLE TO CLIENT FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE, OR (V) ANY TAX PENALTIES, FINES, FEES, OR OTHER CHARGES IMPOSED BY ANY GOVERNMENT AGENCY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL CENTURION BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY CLAIMS, LOSSES, OR LIABILITIES RELATED TO ANY PRODUCT, CLIENT, OR THIRD-PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
SOME STATES DO NOT ALLOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT CENTURION MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF CENTURION’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Client acknowledges and agrees that Centurion has set its pricing, sold the Services, and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein. Client agrees that these disclaimers and limitations reflect a reasonable and fair allocation of risk between the parties, including the risk that a contract remedy may fail to achieve its essential purpose and cause consequential loss. These disclaimers and limitations form an essential basis of the bargain between Client and Centurion.
14. Notices.
Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and addressed as follows:
For Centurion, addressed to Client Care at: (i) Centurion Business, LLC., 921 South Beacon St, Apt. 404, San Pedro, CA 90731, USA; or (ii) support@centurion-business.com; and
For Client, to the addresses or email address provided by Client on the Application (as such address or email address may be updated by Client from time to time in accordance with this Agreement).
Centurion may change its contact information by giving notice of such change to the Client. Client may change its contact information by using the currently available interfaces on the Site.
Client consents to receive communications from Centurion electronically and agrees that such electronic communications are legally equivalent to written communications. If Client withdraws consent, Client must stop using the Services. However, such withdrawal will not affect the legality of any previously electronic communications. Centurion is not responsible for the timeliness or final delivery of electronic messages, as this is out of our control and is the responsibility of the electronic communication service provider or other networks.
By providing Centurion with Client’s mobile telephone number, Client consents to receiving text messages for account verification and other service-related purposes. While Centurion does not charge for text messages, standard carrier charges may apply. Client is responsible for these charges. Centurion is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.
15. Governing Law and Arbitration.
15.1. Overview
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CLIENT MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH CENTURION. If Client has a dispute with Centurion, Centurion will first seek to resolve such a dispute through our support team.
15.2. Arbitration
All disputes arising under or in connection with the Agreement will be submitted to binding arbitration in Los Angeles, CA, USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures set forth below.
All disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration. The arbitration will take place in Los Angeles, CA, USA, and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a single arbitrator who is a practicing commercial lawyer in English and in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
15.3. Jurisdiction/Venue; Governing Law
With respect to Clients located in the U.S., this Agreement shall be governed by and construed in accordance with the laws of the State of California (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Los Angeles, CA, USA. Subject to the arbitration provision set out above, each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
15.4. Class Action/ Jury Trial Waiver
NOTICE: BOTH CLIENT AND CENTURION AGREE TO HAVE ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CLIENT AND CENTURION ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. BOTH CLIENT AND CENTURION CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. ADDITIONALLY, BOTH CLIENT AND CENTURION AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
16. General Provisions.
16.1. E-Sign Consent
Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
16.2. Assignment
Client may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Centurion. Any assignment in violation of this section shall be void. Centurion may assign or transfer this Agreement without restriction and without any notice to Client. The terms of this Agreement shall be binding upon permitted successors and assigns. Client agrees that on a sale of all or substantively all of the assets of Centurion, Centurion may include in the sale the copy of Client’s payment method (e.g., credit card information) used to pay Fees hereunder and any necessary Client Data required to continue delivering the Services.
16.3. Right to List as a Client
Client agrees that Centurion may utilize Client’s entity name in listings of current Clients. Use of Client’s name in any other marketing materials or press announcements will be submitted to Client in advance for approval, and such approval will not be unreasonably withheld.
16.4. Compliance with Export Regulations
Client has or shall obtain in a timely manner all necessary or appropriate licenses, permits, or other governmental authorizations or approvals; shall indemnify and hold Centurion harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations, or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
16.5. European Union Residents
If Client resides in the European Union (EU) or if any transfer of information between Client and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Client consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
16.6. Construction
Except as otherwise provided herein, the Parties’ rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
16.7. Force Majeure
Client acknowledges and understands that if Centurion is unable to provide Services as a result of a force majeure event, Centurion will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Centurion.
16.8. Severable
NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CLIENT. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law, and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
16.9. Waiver
The failure to exercise, or delay in exercising, a right, power, or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
16.10. Independent Contractors
Client’s relationship to Centurion is that of an independent contractor, and neither Party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of Centurion.
16.11. Entire Agreement
This Agreement, together with the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site or in the App, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Centurion Privacy Policy, the former shall prevail. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
16.12. Amendments
Centurion reserves the right to change this Agreement (but not any agreement between the Client and Centurion relating to the disclosure of the Client’s tax return information) at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on the Site. Continued use of the Services after Client becomes aware of any such changes shall constitute Client’s consent to such changes. Client is responsible for regularly reviewing the most current version of this Agreement, which is available on the Site.
16.13. English Language
It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
16.14. Customer
The terms outlined in this agreement shall apply in their entirety to single-service purchasing Customers to the same effect as a contracted Client with an ongoing service agreement.
16.15. Survival
Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Client’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: Sections 1 Services, 4 Limitations, 5 Fees, 7 Centurion Intellectual Property Rights, 8 Client Data and Consent, 9 Confidential Information, 10 Indemnity, 11 Client Warranties, 12 No Warranties by Centurion, 13 Limitation of Liability, 14 Notices, 15 Governing Law and Arbitration, 16 General Provisions and 17 Glossary.
17. Glossary.
The following words used in this Agreement are defined as follows:
Account means an account made available to Client through which Client can transmit instructions or receive information in relation to the Services.
ACH means Automated Clearing House payment transaction.
Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.
App means an application available for download to certain mobile devices through which Client can access the Services.
Application means the on-line sign-up process on the Site completed by Client when applying for the Services, all of which is incorporated herein by reference.
Bank Account means Client account, if any, with a Third Party Servicer.
Centurion Data means information concerning Services or provided to Client by Centurion through the Account or otherwise.
Centurion Privacy Policy means the privacy policy of Centurion posted at https://www.centurion-business.com/privacy, as updated from time to time.
Centurion System means a cloud-based system operated by Centurion that allows Client to access Client Account and initiate Transactions.
Client means you or your Client, and if you are using the Services on behalf of a company, entity, or organization, the entity, partnership, or organization, then ‘you’ also includes such entity.
Client Bank Account means a bank account of the Client identified by Client as being an account from which Centurion may debit Fees or other amounts owing hereunder.
Client Data means any and all non-public identifiable personal information of Clients.
Client Device means a computer system, tablet, phone, or other electronic device used by Client to access the Services or manage Data or Client business.
Confidential Information means all proprietary, secret, or confidential information or data relating to either party and its affiliates, operations, employees, products or services, customers, Clients, or potential Clients. Confidential Information shall include Client lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.
Customer means a Client engaging in a one-off service purchase (e.g., bookkeeping clean-up, one-time consultation, etc.) rather than an ongoing contracted monthly service (e.g., monthly bookkeeping, monthly fractional CFO services, etc.).
Data means Client Data or Centurion Data.
Fees means fees payable by Client for use of the Services, as agreed upon in the signed Client Agreement.
Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.
Party means either Client or Centurion and “Parties” means both Client and Centurion.
Person is to be broadly interpreted and includes an individual, a sole proprietorship, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
Product means any product or service for sale or provided by Client or for which a Third Party Servicer is used to make payment or for which Services is used to assist in a payment.
Services has the meaning set out in the preamble hereof.
Site has the meaning set out in the preamble hereof.
Subscription Plan has the meaning set out in Section 5.
Term has the meaning set out in Section 6.
Third-Party Service Provider Agreement means an agreement between Client and a Third Party Service Provider concerning the supply of Third Party Service Provider Services to Client.
Third-Party Service Provider means a third party that has entered into a Third-Party Service Provider Agreement with Client pursuant to which the Third-Party Service Provider provides Third-Party Service Provider Services to Client.
Third-Party Service Provider Services means the services of a Third-Party Service Provider provided pursuant to that Third-Party Service Provider’s Agreement.
Transaction means sending or attempted sending of Data, by way of the Services, between any of Client, Centurion, and a Third Party Service Provider.