Last Updated: November 16, 2022
This Center Developer Agreement (this "Developer Agreement") is made between you and Center Pixel, Inc. ("Center") and governs your use of the Developer Tools (as defined below). If you are entering into this Agreement on behalf of a company or other legal entity, you hereby represent that you have the authority to bind such entity to this Agreement and the terms "you" and "your" in this Agreement shall refer to such entity (other than in this sentence and the following sentence). If you do not have such authority or if you do not agree with this Agreement, you may not use the Developer Tools. This Agreement is effective as of the earlier of (a) the date that you check a box agreeing to this Developer Agreement and (b) your execution of an order form that incorporates this Agreement by reference (an "Order", and such effective date, the "Effective Date"). If you execute an Order, such Order and this Developer Agreement are referred to herein as this "Agreement". If you have not executed an Order, this "Agreement" refers to this Developer Agreement.
1.1 Acceptance of the Developer Terms. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY USING THE DEVELOPER TOOLS, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE DEVELOPER TOOLS. CEASE USE OF THE DEVELOPER TOOLS IMMEDIATELY IF YOU BELIEVE YOU ARE UNABLE TO COMPLY WITH THIS AGREEMENT.
1.2 Conflicts. In the event of any conflict between the content in this Agreement and any general service terms we may provide for our products and services, this Agreement controls your use of the Developer Tools. In the event of any conflict between the content in this Developer Agreement and any Order, the Order controls.
1.3 Entire Agreement. This Agreement comprises the entire understanding and agreement between you and Center as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between and among you and Center.
2.1 Update Process for this Developer Agreement. Center reserves the right to update this Developer Agreement at any time by posting the changes at https://center.dev/terms/or by otherwise notifying you by reasonable means (including via email or by prompting you to agree to the updated Developer Agreement upon login), so check back often to make sure you are familiar with the most current version. Center will give you 7 days' notice in the case of any material changes to this Developer Agreement. After the 7-day notice period has expired, by your continued use of the Developer Tools, you agree to be subject to the updated version of this Developer Agreement commencing on the beginning of your next Renewal Subscription Period (as defined below). If you do not wish to be subject to the updated version of this Developer Agreement, you must cease your use of the Developer Tools and close your Center Account prior to the commencement of such next Renewal Subscription Period.
2.2 Right to Update the Developer Tools. Center may elect to provide you with support or modifications for the Developer Tools, in its sole discretion, and may terminate such support at any time without notice. Center may change, suspend, or discontinue the Developer Tools, in whole or in part, at any time, including the availability of any Developer Tools. Such changes, suspensions, or discontinuances may result in future versions of the Developer Tools being incompatible with your Application. You acknowledge that changes, suspensions, or discontinuances of the Developer Tools may adversely affect how your Application accesses or communicates with the Developer Tools. You affirmatively accept the risk that such changes, suspensions, or discontinuances may present for your Application. You are responsible for adapting your Application to accommodate any changes, suspensions, or discontinuances in Center's Developer Tools and that may be necessary for ensuring that your Application is able to continue to use the Developer Tools, particularly any Tools that have undocumented parts.
2.3 Acceptance. Your continued use of the Developer Tools following notification of changes to this Developer Agreement constitutes your acceptance of the terms and conditions of this Developer Agreement as modified for you. Your continued use of the Developer Tools after we push any changes as described above to the Developer Tools will constitute your binding acceptance of such updates or modifications. If any changes are unacceptable to you, your only recourse is to cease all use of the Developer Tools.
3.1 Registration. In order to use the Developer Tools, you must create an account at https://center.dev/auth/signup/ (your "Center Account"). You will be issued a unique identification number, and a key or token (each a "Security Code") for accessing the Developer Tools and managing your Center Account. You must keep your registration information accurate, complete, and current while you use the Developer Tools.
3.2 OAuth. You may also access the Developer Tools by signing up via OAuth. Once your Center Account is approved, you may access it using your existing OAuth credentials.
3.3 Your Center Account, Your Responsibility. You are responsible for maintaining the security of your Center Account login credentials (including your OAuth credentials) and ensuring that only authorized persons use the login credentials. You are responsible for all activities and transactions that occur in your Center Account using your login credentials and Security Code, including any activities by you or any third parties that have access to your Center Account information whether authorized or not. If you believe an unauthorized party has gained access to your Center Account or Security Code, notify us immediately at [email protected] so we may take appropriate action to restrict or suspend your Center Account. You may not sell, sublicense, transfer or otherwise disclose your account or Security Codes to any third party.
3.4 Fees and Payment Terms.
a. Center offers various subscription plans that set forth the fees to be paid in connection with access to certain Developer Tools for an Initial Subscription Period (each, a "Subscription Plan"). Your Subscription Plan will either be selected by you via your Center Account or in connection with registration therefor (a "Self-Service Plan") or will be set forth in an Order. The fees in each Subscription Plan require an upfront fee and monthly adjustments in arrears if you exceed the monthly quota of compute units ("CUs") or per-second rate limit associated with such Subscription Plan (the "Subscription Limits"); provided, that, if you subscribe to a free Subscription Plan, you are not permitted under any circumstances to exceed the applicable Subscription Limits. CUs measure a request's computational complexity. Each endpoint provided by Center has an associated CU amount. Total CUs for each month will be calculated based on the number of requests made for each endpoint. The compute weighting for all Subscription Plans is set forth at https://docs.center.dev/reference/compute-units (the "CU Weighting Page").
b. You agree to pay Center all fees owed in connection with your use of the Developer Tools in accordance with the terms of your Subscription Plan. Unless otherwise set forth in an Order, you shall be debited in advance of the commencement of the Initial Subscription Period and each subsequent Renewal Subscription Period for the upfront subscription fees associated with your Subscription Plan and debited at the end of each month during your Subscription Period, in arrears, for any overage charges if you exceed the applicable Subscription Limits in such month.
c. Unless otherwise set forth in an Order, the fees applicable to each Subscription Plan, including the Subscription Limit overage fee, are set forth at https://center.dev/pricing (the "Pricing Page"). Center reserves the right to update the CU Weighting Page and/or the Pricing Page at any time by posting the changes on the CU Weighting Page or Pricing Page, respectively, or by otherwise notifying you by reasonable means (including via email), so check back often to make sure you are familiar with the current CU weighting and fees. Center will give you 7 days' notice in the case of any changes to the CU Weighting Page and/or Pricing Page. After the 7-day notice period has expired, by your continued use of the Developer Tools, you agree to be subject to the updated CU weighting and fees commencing on the beginning of your next Renewal Subscription Period. If you do not agree to the updated CU weighting and/or fees, you must cease your use of the Developer Tools and close your Center Account prior to the commencement of such next Renewal Subscription Period.
3.5 Payment Terms.
a. To facilitate payment of all fees associated with Self-Service Plans and to facilitate payment of all fees associated with Orders unless otherwise set forth therein, Center uses Stripe, Inc. and its affiliates ("Stripe") to bill for the subscription fees. Center assumes no liability or responsibility for any payments you make through Stripe. Payment processing services are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe's Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). You agree to be bound by the Stripe Agreements, as the same may be modified by from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Developer Tools. Further, you hereby consent to electronic signatures in connection with the payment processing services conducted via Stripe. Please contact Stripe for more information regarding the payment processing services. For any questions related to the Developer Tools, please contact Center at [email protected].