Terms & Conditions iCenter™, Inc. (“iCenter™”) via iCenter™US.com (“Services”) is operated from Nashville, TN, USA. This Agreement, which governs the terms and conditions of your use of iCenter™ and iCenterUS.com Services, is between you (“You” or “Member”), as an authorized Member of the Services, and iCenter™. Member agrees that the Services will be used only as provided in such terms and conditions for legitimate business purposes.
2. TERM; AUTOMATIC EXTENSION; TERMINATION or SERVICE DOWNGRADE.For iCenter™, the Initial Term of this Agreement is twelve months, in each case commencing on the date stated on Member’s Contract or, if contracted online, the date the Member processes Member’s order online or order is processed over the telephone. Unless properly terminated or downgraded, this Agreement will be automatically renewed and extended for successive periods equal to twelve months (each, a “Renewal Term”) until terminated, as provided herein, by either Member or iCenter™. Member may terminate or downgrade Services upon expiration of the Initial Term or any Renewal Term by giving written notice of termination / downgrade 30 days prior to the end of the existing Term for Communication Services and 30 days prior to the end of the existing term for Services. Once a written notice of termination / downgrade has been received, Communications Services will terminate / downgrade on the last day of Member’s following complete recurring billing cycle. No prorated refunds shall apply and Member is still liable for any and all overage charges if applicable during final term of agreement. Member’s written notice to terminate the Agreement must be in writing, and must be sent by email addressed to firstname.lastname@example.org. iCenter™’s written notice to terminate the Agreement shall be sent by either (a) email to Member’s email address on record with iCenter™, or (b) by first class mail to Member’s last known address on record with iCenter™. Upon termination of the Agreement for whatever reason, it is the Member’s responsibility to notify all parties of Member’s change of address and/or communications services. The standard fee during any extension period shall be equal to the then current standard fee for the Member’s services.
3. MODIFICATIONS TO THE SERVICE.iCenter™ reserves the right to modify or discontinue all or part of the Service, temporarily or permanently, with or without notice to Member, and is not obligated to support or update the Service. The amended Terms shall be effective immediately after they are posted on iCenter™’s website, www.iCenter™US.com. Member’s continued use of the Service after the posting of the amended Terms on the Site constitutes Member’s affirmative: (a) acknowledgment of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. Member acknowledges/agrees that iCenter™ shall not be liable to Member or any third party in event that iCenter™ exercises its right to modify/discontinue all/part of the Service.
4. MODIFICATION OF MEMBER RATES.iCenter™ reserves the right, in its sole discretion, to change Member pricing upon thirty (30) days’ notice.
5. CHARGES.By electing to purchase subscription-based services, You warrant that all information You submit is true, valid and accurate (including without limitation Your credit card number and expiration date) and You agree to pay all subscription and additional usage fees You incur, plus all applicable taxes if any. a. Payment of Your account balance and other applicable charges is due monthly and must be made by You authorizing iCenter™ to automatically debit the valid credit card designated by You. You must promptly notify iCenter™ of changes to: (a) the account number or expiration date of Your designated card; (b) Your billing address; or (c) cancellation, theft or loss of Your designated card. Any payment received after the due date will be assessed a $50 late payment fee. All billing of applicable subscription charges is starting at time of sign up. b. If payment for Your account is not received from the card issuer or its agents, You agree to pay all amounts due, including late payment fees and collection costs, upon demand. Each time you use the Service, or allow or cause the Service to be used, You agree and reaffirm that iCenter™ is authorized to charge Your designated card. You agree that iCenter™ may (at its option) accumulate charges incurred during Your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that iCenter™ may delay obtaining authorization from Your card issuer until submission of the accumulated charge(s). iCenter™ reserves the right at any time to withhold any services provided under this Agreement (with or without notice) or to terminate the Agreement if fees are not paid by the end of the day they are due or the funds due from any retainers have not been cleared. Actual collection fees incurred by iCenter™, up to 50% of the account balance, will be added to the unpaid balance. You agree to pay iCenter™ interest per month as provided for by Tennessee Law on all amounts owing and not paid when due. iCenter™ reserves the right to suspend or terminate Your Service account without notice upon rejection of any card charges or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to iCenter™ when iCenter™ believes You are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to iCenter™. c. Your set up fees (if applicable) and recurring service fees are payable in advance and are non-refundable. You agree that iCenter™ may submit charges for Your monthly service fee each month, without further authorization from You, unless You provide prior notice that You have terminated this authorization or wish to change Your designated card. Such notice will not affect charges submitted before iCenter™ reasonably could act on Your notice. (Note: iCenter™ takes no responsibility for contacting You prior to charging Your designated credit card for Your recurring service fee.) If You have any question regarding any charges that have been applied to Your account, You must contact iCenter™’s Customer Service Department within 30 days of the charge date. Failure to use Your account will not be deemed a basis for refusing to pay any charges submitted by iCenter™ in accordance with this Agreement.
6. LINKS.The Service or related websites may provide links to other Websites or resources. Member agrees that ICenter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.
7. INTELLECTUAL PROPERTY RIGHTS.Member acknowledges that content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Service (“Content”), is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and Member is only permitted to use the Content as expressly authorized by iCenter™. These Terms do not transfer any right, title, or interest in the Service, Site or the Content to Member, and Member may not copy, reproduce, distribute, or create derivative works from this Content without express authorization by iCenter™. Member agrees not to use or divulge to others any information designated by iCenter™ as proprietary or confidential. Any unauthorized use of any Content contained on the Site or through the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE SITE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM ICENTER. MEMBERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THE SITE FOR ANY PUBLIC, PERSONAL OR COMMERCIAL PURPOSES.
8. TRADEMARKS.“Company Trademarks” means all names, marks, brands, logos, designs, trade dress and other designations iCenter™ uses in connection with the Service or any other service. Member acknowledges iCenter™’s rights in iCenter™ Trademarks and agrees that any and all use of iCenter™ Trademarks by Member shall inure to the sole benefit of iCenter™.
9. DISCLAIMER OF WARRANTIES.MEMBER EXPRESSLY AGREES THAT USE OF THE SITE AND THE SERVICE IS AT MEMBER’S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. ICENTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. ICENTER MAKES NO WARRANTY THAT THE SITE OR SERVICE WILL MEET MEMBER’S REQUIREMENTS, OR THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE NOR DOES ICENTER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICE IS DONE AT MEMBER’S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER, IN WHOLE OR IN PART.
10. LIMITATION OF LIABILITY.As a condition of use of the Service, and in consideration of the Services provided by iCenter™, Member agrees that neither iCenter™, nor any officer, affiliate, director, shareholder, agent, contractor or employee of iCenter™ (the “Company Affiliates”), will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential damages, loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the Service, Site or Content; including but not limited to any of the following: Reliance, Termination, Infringement, Force Majeure. The limitations set forth in this section apply to acts, omissions, negligence, and gross negligence of Company and/or iCenter™ Affiliates, which, but for this provision, would give rise to course of action in contract, or any other legal doctrine. iCenter™ shall not be liable for any direct, indirect, incidental, punitive, special, multiple, or consequential damages resulting from the use or inability to use the Services or for cost of procurement or substitute goods and services or resulting from any products or services purchased or obtained through the site including loss of profits, use, data or intangible property, even if iCenter™ has been advised of the possibility of such damages. The entire liability of iCenter™ and Your exclusive remedy with respect to the use of the site and service are limited to the lesser of (1) the amount actually paid by You for the Service during the three (3) months preceding the date of Your claim; or (2) US $500.00. You hereby release iCenter™ and iCenter™ Affiliates from any all obligations, liabilities and claims in excess of this limitation.
11. NO RESALE OF THE SITE.Member agrees not to reproduce, duplicate, copy, sell resell, exploit or make any commercial use of or access to the Service, without the express written consent of iCenter™.
12. LAWFUL USE.Member agrees that use of the site is subject to all applicable national, state, and local laws and regulations, and that Member is solely responsible for the contents of its communications through the Service.
13. INDEMNIFICATION.Member will defend, indemnify and hold harmless iCenter™ and iCenter™ Affiliates, and their respective successors and permitted assigns, from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys’ fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by Member arising out of or in connection with this Agreement; (b) intentional or negligent violations by Member of any applicable laws or governmental regulation, (c) contractual relations between the Member and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright. Member acknowledges that iCenter™ has no control over the content of information transmitted by Member or Member’s customers and that iCenter™ does not examine the use to which Member or Member’s customers put the Service or the nature of the information Member or Members customers send or receive. Member hereby indemnifies and holds harmless iCenter™ and Company Affiliates from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by Member or Members.
14. ACCESS TO PASSWORD PROTECTED/SECURE AREAS.Access to and use of password protected and/or secure areas of the Site is restricted to authorized Members only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
15. TERMINATION & EFFECT.iCenter™ may terminate or suspend access to the Service or Site with or without cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: inactivity of the Member; violation of any terms listed in this policy; or failure to pay for Services. iCenter™ shall not be liable to Member or any third party for termination of the Service or Site. Should Member object to any provision of the Terms or any subsequent modifications thereto or become dissatisfied with the Service or Site in any way, Members only recourse is to immediately: (a) terminate use of the Service and Site; and (b) notify iCenter™ of termination. Upon termination of access to the Service and Site, Member’s right to use the Service and Site shall immediately cease. In the event of Member default, Member agrees to pay all costs, expenses and reasonable attorneys’ fees expended by iCenter™ in enforcing this Agreement or collecting any sums due hereunder both in and out of bankruptcy and before and after judgment.
16. SEVERABILITY.In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. iCenter™’s failure to act with respect to a breach by Member or others does not waive its right to act with respect to subsequent or similar breaches.
17. CONFIDENTIALITY.Member recognizes that Member may, in the course of obtaining or using the Services, come into possession of or learn confidential and proprietary business information of iCenter™ (“Confidential Information”). Member agrees that during the Term of this Agreement and thereafter: (a) Member shall provide, at a minimum, the care to avoid disclosure of unauthorized use of Confidential Information as is provided with respect to Member’s own similar information, but in no event less than a reasonable standard of care; (b) Member will use Confidential Information solely for the purposes of this Agreement; and (c) Member will not disclose Confidential Information to any third party without the express prior written consent of iCenter™. Upon termination, Member will promptly return to iCenter™ any Confidential Information. If iCenter™ transfers its business or any business segment that provides Services to Member, iCenter™ is authorized to transfer all Member information to Company’s successor. iCenter™ may elect to record calls at any time for training or quality assurance.
18. OWNERSHIP.All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Service are wholly owned by iCenter™ and/or its licensors and service providers except where expressly stated otherwise. Member agrees that Member is not the owner of any phone number assigned to Member by iCenter™. Upon termination of account for any reason, such number may be re-assigned immediately to another customer. Company may from time-to-time need to change the number assigned to You. Company will not be liable for damages (consequential or special) arising out of such re-assignment or number change. Member hereby waives any claims with respect to such change. Member is not authorized to charge services to number assigned, any such charges will give iCenter™ the right to immediately terminate Your account without notice and bill such charges to Member.