Centerspec Terms and Conditions of Use
1. Introduction
Thanks for choosing Centerspec, a product of HomeSource, Inc. (“Centerspec”, “we”, “us”, “our”). By signing up or otherwise using the Centerspec service, websites, software applications, including, but not limited to applications for mobile devices) or any other feature of the Centerspec platform (together, the “Centerspec Service” or “Service”), or accessing any content or material that is made available to you by Centerspec through the Service (the “Centerspec Content”) you are entering into a binding agreement with Centerspec. In these Terms, "we", "us", "our" or "Centerspec" refers to HomeSource, Inc., and "you" or "your" refers to you as the user of our Service.
Your agreement with us includes these Terms and Conditions of Use (the “Terms”), along with the Subscription Agreement, and are referred to herein collectively, as the “Agreements”. You acknowledge that you have read and understood the Agreements, accept the terms and conditions therein, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Centerspec Service or consume any Centerspec Content. Please read the Agreements carefully.
In order to use the Centerspec Service and access the Centerspec Content, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in the United States. You also promise that any registration information that you submit to Centerspec is true, accurate, and complete, and you agree to keep it that way at all times.
2. Changes to the Agreements
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Centerspec Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Centerspec Service under the new version of the Agreements, you may terminate the Agreements.
3. Your Rights and Guidelines for Your Use
The Centerspec Service and the Centerspec Content are the property of Centerspec. We grant you a limited, non-exclusive, revocable license to make use of the Centerspec Service and the Centerspec Content (the “License”). This License shall remain in effect until and unless terminated by you or Centerspec.
You promise and agree that you will not copy, redistribute or transfer the Centerspec Service or the Centerspec Content. The following is not permitted for any reason whatsoever:
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
The Centerspec software applications and the Centerspec Content are licensed, not sold, to you, and Centerspec and its licensors retain ownership of all copies of the Centerspec software applications and the Centerspec Content, even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).
All Centerspec trademarks, service marks, trade names, logos, domain names, and any other features of the Centerspec brand (“Centerspec Brand Features”) are the sole property of Centerspec. All compilations of data created by Centerspec and included in the Centerspec Content are the sole property of Centerspec. The Agreements do not grant you any rights to use any Centerspec Brand Features or the Centerspec Content, whether for commercial or non-commercial use.
You agree not to use the Centerspec Service, the Centerspec Content, or any part thereof, in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, Centerspec grants no right, title, or interest to you in the Centerspec Service or the Centerspec Content. Other non-Centerspec product, service, or company designations on the Centerspec Service belong to those respective third parties and may be mentioned on our platform for identification purposes only. You should contact the appropriate third party for more complete information regarding such designations and their registration status. Your use of and access to the Centerspec Service does not grant you any license or right to use any of the marks included on our Service.
4. Rights You Grant Us
In consideration for the rights granted to you under the Agreements, you grant us the right to allow the Centerspec Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service.
You grant Centerspec a limited, non-exclusive, revocable license to make use of your trademarks, services marks, trade names, logos, domain names, and other brand features in connection with the Centerspec Service and the Centerspec Content provided to you (“Your Brand Features”). Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in Your Brand Features.
5. Third Party Applications
The Centerspec Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Centerspec does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
The Agreements are not intended to grant rights to anyone except you and Centerspec, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.
6. Potential Infringement
Centerspec respects the rights of intellectual property owners. If you believe that any Centerspec Content infringes your intellectual property rights or other rights, please notify Centerspec at ATTN: Legal, HomeSource, Inc., 309 Fellowship Road, Suite 200, Mt. Laurel, New Jersey, 08054, and legal@homesourcesystems.com. If Centerspec is notified by a copyright holder that any Content infringes a copyright, Centerspec may in its absolute discretion take actions without prior notification to the provider of that Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Centerspec with a request to restore the removed content.
7. Technical Difficulties and Service Limitations
Certain technical difficulties or maintenance may, from time to time, result in temporary interruptions of the Centerspec Service. To the extent permissible under applicable law, Centerspec reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Centerspec Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Centerspec Service or any function or feature thereof. You understand, agree, and accept that Centerspec has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Centerspec and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
8. Term and Termination
The Agreements will continue to apply to you until terminated by either you or Centerspec. Centerspec may terminate the Agreements or suspend your access to the Centerspec Service at any time, including in the event of your actual or suspected unauthorized use of the Centerspec Service and/or Content, non-payment, and/or non-compliance with the Agreements. You may terminate the Agreements by giving Centerspec at least thirty (30) days prior written notice. Unless you give Centerspec written notice of termination at least 30 days prior to the end of the relevant payment term, the Agreements will automatically renew for another payment term.
Centerspec may change its pricing for subscriptions or the Subscription Agreement after giving at least thirty (30) days written notice. Centerspec will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Centerspec Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Centerspec Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
If you or Centerspec terminate the Agreements, or if Centerspec suspends your access to the Centerspec Service, you agree that Centerspec shall have no liability or responsibility to you, and Centerspec will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Centerspec account, please contact us. This section will be enforced to the extent permissible by applicable law.
9. Warranty and Disclaimer
YOU UNDERSTAND AND AGREE THAT THE CENTERSPEC SERVICE AND THE CENTERSPEC CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE CENTERSPEC SERVICE AND THE CENTERSPEC CONTENT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CENTERSPEC AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CENTERSPEC FURTHER DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
CENTERSPEC STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE CENTERSPEC CONTENT, THE ACCURACY OF ANY DATA PROVIDED BY CENTERSPEC, AND ANY THIRD PARTY PRODUCTS. CENTERSPEC DOES NOT WARRANT OR REPRESENT THAT THE INFORMATION PROVIDED REGARDING THIRD PARTY PRODUCTS IS ACCURATE, COMPLETE OR ERROR FREE. CENTERSPEC MAKES NO WARRANTY OF ANY KIND RELATED TO YOUR USE OF THE CENTERSPEC SERVICE. CENTERSPEC DOES NOT WARRANT OR REPRESENT THAT ACCURATE OR COMPLETE RESULTS WILL BE OBTAINED IN RESPONSE TO YOUR SEARCH QUERIES. CENTERSPEC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S PERFORMANCE WILL BE UNINTERRUPTED OR ERROR-FREE, INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SOFTWARE. CENTERSPEC MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DATA PROVIDED BY CENTERSPEC WILL ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
NEITHER CENTERSPEC NOR ANY OWNER OF CONTENT WARRANTS THAT THE CENTERSPEC SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, CENTERSPEC MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), OR ANY OTHER THIRD PARTY PRODUCT OR SERVICE. YOU UNDERSTAND AND AGREE THAT CENTERSPEC IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.
NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM CENTERSPEC SHALL CREATE ANY WARRANTY ON BEHALF OF CENTERSPEC. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW. THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
10. Limitations and Time for Filing
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE CENTERSPEC SERVICE AND/OR THE CENTERSPEC CONTENT IS TO UNINSTALL ANY CENTERSPEC SOFTWARE AND TO STOP USING THE CENTERSPEC SERVICE AND THE CENTERSPEC CONTENT. WHILE CENTERSPEC ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO CENTERSPEC, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CENTERSPEC, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE CENTERSPEC SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER CENTERSPEC HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE CENTERSPEC SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO CENTERSPEC DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
Nothing in the Agreements removes or limits Centerspec’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM AGAINST CENTERSPEC MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION UNDER SECTION 17a) OR FILING AN INDIVIDUAL ACTION UNDER SECTION (17b) WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.
11. Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Centerspec, the Agreements constitute all the terms and conditions agreed upon between you and Centerspec and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
12. Severability and waiver
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Centerspec or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Centerspec’s or the applicable third party beneficiary’s right to do so.
13. Assignment
Centerspec may assign the Agreements or any part of them, and Centerspec may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party without our prior consent which may be withheld in our sole discretion.
14. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify and hold Centerspec harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; 2) any activity in which you engage on or through the Centerspec Service; and (3) your violation of any law or the rights of a third party.
15. Governing Law / Jurisdiction
The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the State of New Jersey, United States of America, without regard to choice or conflicts of law principles. Further, you and Centerspec agree to the jurisdiction of Camden County, New Jersey to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them).
16. Billing Disputes
If you do not agree with a charge on your bill you must (i) still pay the charge; and (ii) notify Centerspec in writing no later than thirty (30) days after the date of the bill (or such later date as required by law) of the disputed charges and submit any documentation or other information to substantiate your claim. You waive any disputes or credits that you do not report within this 30 day period. Centerspec will investigate any disputed charges and will use reasonable efforts to advise you of the results of our investigation within thirty (30) days after Centerspec’s receipt of your notice of dispute. Centerspec may, in its sole discretion, waive such charges. Failure to pay charges billed (including checks returned for insufficient funds) may result in discontinuance of Service and/or imposition of a late payment, or a service charge of 1.5% per month for such unpaid charges. Attorney fees and other costs incurred in collecting any overdue amounts shall be payable by you.
17. ARBITRATION AGREEMENT
17a. Dispute resolution and arbitration
You and Centerspec agree that any dispute, claim, or controversy between you and Centerspec arising in connection with or relating in any way to these Agreements or to your relationship with Centerspec as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and Centerspec further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.
17b. Exceptions
Notwithstanding the clause above (17a), you and Centerspec both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement doesn’t stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
17c. No Class or Representative Proceedings: Class Action Waiver
YOU AND CENTERSPEC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Centerspec agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
17d. Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and Centerspec will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and Centerspec agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
17e. Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Centerspec's address for Notice is: ATTN: Legal, HomeSource, Inc., 309 Fellowship Road, Suite 200, Mt. Laurel, New Jersey, 08054. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Centerspec may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Thank you for reading our Terms. We hope you enjoy Centerspec and our Service!