CENTER DEVELOPER TERMS
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. Acceptance of this 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. Updates to this Developer Agreement and the Developer Tools
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. Your Account
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.
b. If you elect an alternative billing arrangement via an Order, your payment terms will be as set forth in such Order and you will pay all amounts as set forth therein, in accordance with this Agreement. If an Order requires that fees be invoiced, unless otherwise set forth therein, you shall pay such invoice within thirty (30) days of the date of the invoice.
c. Payment obligations are non-cancelable and fees paid are non-refundable. If payment of any fees are not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law. If any past due payment has not been received by Center within thirty (30) days from the time such payment is due, without limiting any of Center's other rights or remedies available at law and/or hereunder, Center may suspend access to the Developer Tools until such payment is made.
d. All amounts payable by to Center hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know‑how payments, customs, privilege, excise, sales, use and value‑added taxes (collectively " Taxes"). You are solely responsible for payment of any Taxes, except for those taxes based on the income of Center and you will not withhold any Taxes from any amounts due Center.
4.1 Developer Tools. "Developer Tools" refers to any and all development applications provided by Center to you via https://center.dev, including, but not limited to, Center's application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the "Center API") and any other resources or services available athttps://center.dev
pursuant to this Agreement. Each Subscription Plan may limit the Developer Tools that you are permitted to use under such Subscription Plan.
4.2 Center's Intellectual Property. As between Center and you, the Developer Tools, Center's name, logo, trademarks and service marks (the "Center Marks"), the Center application available at https://center.app/ ("the Center App") and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Center and are protected by applicable intellectual property laws and treaties. You may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Center intellectual property. All rights not expressly granted herein are withheld.
4.3 Developer Tools License Grant. Subject to the terms and restrictions set forth in this Agreement, during the Subscription Period, Center grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer Tools available to you pursuant to your Subscription Plan into your website or application (your "Application") so that your Application can interface directly with Center's applications or services. You agree that your violation of any of the terms in this Agreement will automatically terminate your license to the Developer Tools.
4.4 Open Source and Third Party Software. The Developer Tools may include open source or third party software, and such software is made available to you under the terms of the applicable licenses.
4.5 License to Center Marks. You have no rights with respect to Developer Tools or Center Marks except as expressly set forth herein. If you obtain Center's prior written consent, Center may provide you with a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use and display Center Marks solely to attribute the Developer Tools as the source of your Application in accordance with this Agreement and applicable law. If Center updates the Center Marks that you have the permission to use, you agree to update such Center Marks to reflect the most current versions. You must not use any Center Marks, or any confusingly similar mark, as the name or part of the name of your Application, or as part of any logo or branding of your Application.
4.6. Limitation. Except as expressly granted in this Agreement, neither party grants the other party any intellectual property rights or other proprietary rights. Center retains all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Developer Tools and any derivative works thereof. You may use the Center Marks only as expressly authorized in this Agreement.
4.7 Public Statements. You must obtain prior written approval from Center prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Center, the Center App, Center Marks, Developer Tools, or this Agreement.
4.8. Your License Grant to Center. During the duration of this Agreement, you hereby grant Center a fully-paid up, royalty-free, non-exclusive, worldwide, non-transferable, non-sublicensable, irrevocable, perpetual right and license under all of your intellectual property rights to use your name, logo, trademarks and service marks (collectively, "Your Marks") to the extent it is incorporated into your Application and in connection with the provision, maintenance, development and promotion of the Developer Tools.
4.9 Your Intellectual Property Representations and Warranties. You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the intellectual property rights of Center or any third party.
4.10 Intellectual Property Dispute Resolution If a dispute arises with respect the validity, scope, enforceability, inventorship or ownership of any Patent, Trademark or other intellectual property rights, and such dispute cannot be resolved in accordance with Section 12, unless otherwise agreed by the Parties in writing, either Party may initiate litigation in a court of competent jurisdiction, notwithstanding Section 12, in any country or other jurisdiction in which such rights apply.
4.11 Your License Upon Termination of Agreement. Upon termination of this Agreement and written request from you, Center will make commercially reasonable efforts, as determined in its sole discretion, to remove references and/or links to your Application and any of Your Marks from the Center App or Developer Tools.
5. API Calls and Compliance
5.1 API Calls and Compliance. Center may set limits on the number of API calls that you can make or anything else about the Developer Tools at its sole discretion without notice. For example, we may limit your API calls in the interest of service stability. If you exceed the limits, Center may moderate your activity or cease offering you access to the Center API altogether in Center's sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Center may immediately suspend or terminate your access to the Developer Tools without notice if Center believes, in its sole discretion, that you are in violation of this Agreement.
6.1 Confidentiality. You may be given access to certain non-public information, software, and specifications relating to the Developer Tools or Center ("Confidential Information"), which is confidential and proprietary to Center. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Center's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care. You agree that any violation of this Section will result in irreparable injury and damage to Center. In the event of actual or threatened breach of this Section, Center is entitled to seek an immediate injunction and other equitable relief, without waiving any other rights or remedies available to Center. Upon expiration or termination of this Agreement, you will, at Center's sole option, return to Center or destroy all Confidential Information.
7. Term; Termination
7.1 Term. This Agreement commences on the Effective Date and will continue for the duration of your subscription, as set forth in your Subscription Plan (the "Initial Subscription Period"), unless earlier terminated in accordance with this Agreement. Thereafter, your subscription will automatically renew for periods of equal duration (each a "Renewal Subscription Period", and together with the Initial Subscription Period, the "Subscription Period"), unless earlier terminated in accordance with this Agreement.
7.2 Termination Procedure. Center may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Developer Tools, at its sole discretion, at any time, for any reason, and shall provide written notice via email to you of any such termination. In addition, either party may terminate this Agreement if the other party materially breaches this Agreement; provided, that, if you wish to terminate this Agreement for Center's material breach, you will provide Center with written notice of such material breach and Center will have thirty (30) days to cure such breach. You may terminate your use of the Developer Tools at any time for any reason by discontinuing your use of the Developer Tools; provided, that, if you are party to an Order, such termination must be in writing and will require a notice period as set forth in the applicable Order (if any). Any expiration or termination of an Order in accordance with the terms and conditions set forth in the Order will simultaneously terminate this Agreement as incorporated therein. Without limiting the foregoing, we may limit your Application's access to the Developer Tools in our sole discretion which may negatively affect your Application and/or your business at any time for any reason and shall provide written notice via email to you of any such limitation. We will not be liable to you or any third party for any costs or damages as a result of termination or limitation of this Agreement. Upon early termination of this Agreement (a) by you due to Center's material uncured breach or (b) by Center when you are not in breach of this Agreement, Center will provide you with a pro rata refund for any amounts prepaid to Center under your payment plan.
7.3 Obligations Upon Termination. Upon termination of this Agreement:
7.3.1 All licenses granted herein immediately expire and you must cease use of all Developer Tools;
7.3.2 You shall permanently delete all Developer Tools and Center Marks in all forms and types of media, and copies thereof, in your possession; and
7.3.3 You shall permanently delete all Personal Information received as a result of the Developer Tools. "Personal information" is any information that identifies or makes an individual identifiable, as defined by applicable law, including usage data or derived information about an individual.
8. Use Restrictions
8.1 A violation of the restrictions described below will result in suspension or termination of your access or use of the Developer Tools. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.
8.2 You shall not, and shall not encourage or authorize others to:
8.2.1 Use the Developer Tools in any manner that is not expressly authorized by this Agreement.
8.2.2 Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer Tools to a third party.
8.2.3 Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer Tools, other than what is allowed under applicable open source licenses.
8.2.4 Use or access the Developer Tools for purposes of monitoring the availability, performance, or functionality of any of Center products and services or for any other benchmarking or competitive purposes.
8.2.5 Collect, cache, aggregate, or store data or content accessed via the Developer Tools other than for purposes allowed under this Agreement.
8.2.6 Use the Developer Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
8.2.7 Use the Developer Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or to violate this Agreement.
8.2.8 Use the Developer Tools in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Center's servers or impacts the behavior of other applications using the Developer Tools.
8.2.9 Display Developer Tools or Center Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Center, other than as expressly permitted in writing by Center.
8.2.10 Attempt to cloak or conceal your identity or your Application's identity when requesting authorization to the Developer Tools.
8.2.11 Use the Developer Tools to (i) access or use any information not permitted by this Agreement, to (ii) circumvent or break any of Center's administrative, technical or organizational security measures, (iii) disrupt, impair, overburden or degrade the Developer Tools or the Center App, (iv) change the Developer Tools or Center App in any way, or (v) test the vulnerabilities of the Center App or Developer Tools without Center's written authorization.
8.2.12 Duplicate Center's core products and services including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Center's products and services, as determined in our sole discretion.
8.2.13 Use any data collected from your use of Developer Tools, including Center Data, for advertising purposes.
8.2.14 Transmit any data related to your integration of the Developer Tools on a channel that is not secure and encrypted (e.g., HTTPS).
8.2.15 Restrict access to any data you collect from visitors, customers, or other types of individuals who are on or may access your Application ("End Users") upon the End User's request for such data.
9. Compliance with Applicable Laws
9.1 Compliance is Your Responsibility. You are responsible for your compliance with all applicable laws and regulations related to your use of the Developer Tools.
9.2 Unlawful or Discriminatory Purposes. You will not conduct, engage in or otherwise process End User Personal Information to analyze individuals or groups of natural persons for unlawful or discriminatory purposes.
9.3 Export Laws. You will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, all applicable laws relating to bribery and/or corruption. The Developer Tools are subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Developer Tools may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government; or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use.
10. Compliance Audit
10.1 Audit Procedures. Center, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to or use of Developer Tools for the purpose of verifying compliance with this Agreement. Center may exercise its audit right at any time upon notice. You will provide your full cooperation and assistance with such audit and provide access to all Developer Tools in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Center may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Developer Tools. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.
11. Security and Privacy
11.1 General. We respect the privacy of individuals accessing or using the Developer Tools and expect you to do the same as a condition of using the Developer Tools.
11.2 Representations and Warranties. By accessing or using our Developer Tools, you represent and warrant you will:
11.2.1 Provide End User Support. Your Application or service must provide easily accessible and free-of-charge support contact information so that End Users may contact you regarding any questions, particularly privacy or security concerns.
11.2.2 Provide Reasonable Security. Use all reasonable efforts to protect End User Personal Information collected by your Application, including any Personal Information obtained from unauthorized access or use.
- (i) complies with all applicable laws, rules, and regulations;
- (ii) is conspicuously displayed to all End Users of your Application; and
- (iii) clearly and accurately describes to End Users of your Application what data and Personal Information you collect (such as login information, etc.), how you use and share such information (including for advertising), where information is stored, how you protect such data and Personal Information, and explains to End Users their privacy rights to such data and Personal Information.
11.2.4 Comply with Applicable Privacy and Security Law. You and your Application will comply with all privacy and security laws and regulations (including those applying to Personal Information) in connection with your access and use of the Developer Tools.
11.3 Provision of Personal Information to Center. Except as expressly requested by Center in writing, you will not, and will not assist or permit any third party to, pass information to Center that Center could use or recognize as Personal Information.
11.4 Privacy and Security Features. You must not circumvent any privacy or security features that are part of the Developer Tools.
11.5 Requirements for Protection of Personal Information. Any Personal Information, as defined by applicable law, collected or obtained via the Developer Tools shall:
11.5.1 Not be sold or disclosed to any third party.
11.5.2 Not be sublicensed to any third party, and you shall not use or disclose any Personal Information derived directly or indirectly from the End Users Personal Information for any purpose other than as set forth above.
11.5.3 Not be used to create a database separate from your Application or transmit all or part of the End Users Personal Information to any third party for any use separate from your Application. Any use of End User's Personal Information other than as expressly permitted by this Agreement is strictly prohibited.
11.5.4 Be encrypted or otherwise stored in accordance with industry standards.
11.5.5 Be deleted upon request by an End User, including when an End User terminates their account with you, or anonymized all so it cannot be tied back to an End User's identity. This restriction does not apply to any Personal Information provided directly to you via parts of the Application that do not use the Developer Tools.
11.5.6 Be deleted upon termination of your Developer Tools privileges, except when doing so results in a violation of any law or obligation imposed by a public authority.
12. Complaints and Dispute Resolution
12.1 Complaints. If you have a dispute with Center regarding the Developer Tools, you agree to first contact Center at [email protected] and to provide an explanation of the dispute, with references to specific services, and describe how you would like us to resolve the matter and any other information you believe to be relevant. You agree to engage in a good faith attempt to resolve the complaint with Center prior to pursuing any judicial action.
12.2 Governing Law and Dispute resolution. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Center, except to the extent governed by federal law. Any claim under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in San Francisco County, California, and any claim within the jurisdictional limitations of Small Claims Courts shall be filed only in Small Claims Court. You and Center each agree that the state and federal courts in San Francisco County, California, shall have personal jurisdiction over the parties for resolution of any claim pursuant to this paragraph that exceeds the Small Claims Court jurisdiction.
12.3 Individual Actions Only You and Center agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Center agree otherwise, the Court may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the Court may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Center customers.
13. General Provisions
13.1 Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Center, its affiliates and their respective directors, officers, employees and agents (collectively, the "Center Parties") from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from (a) your access or use of the Center App, Center Marks, or Developer Tools in violation of this Agreement, (b) your infringement of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defamation of any person or violation of a person's rights of publicity or privacy, (c) your breach or alleged breach of any provisions, conditions and representations in this Agreement, (d) your Application or business; (e) your gross negligence or willful misconduct; or (f) your failure to secure and keep secret your Security Code, such as your OAuth Token(s) or API key(s).
13.2 Limitation of Liability. IN NO EVENT SHALL ANY OF THE CENTER PARTIES OR CENTER'S USERS OR PARTNERS BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY AUTHORIZED OR UNAUTHORIZED USE OF YOUR APPLICATION, OR YOUR USE OF THE CENTER APP OR DEVELOPER TOOLS. IN ANY CASE, THE CENTER PARTIES' AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13.3 Warranty Disclaimer. THE CENTER APP AND DEVELOPER TOOLS ARE PROVIDED TO YOU "AS IS", "WHERE IS", WITH ALL FAULTS, ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND CENTER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. CENTER DOES NOT WARRANT THAT THE DEVELOPER TOOLS, CENTER APP, OR ANY OTHER CENTER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH DEVELOPER TOOLS OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
13.4 Feedback. In the event you choose to provide Center with feedback, suggestions or comments regarding the Developer Tools or your use thereof ("Feedback"), you hereby grant a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual right and license under all of your intellectual property rights in such Feedback to Center to use, display, copy, modify, create derivative works, distribute, publicly perform, grant sublicenses to, and otherwise exploit in any manner such Feedback for any and all purposes, with no obligation of any kind to you.
13.5 Independent Contractors. This Agreement does not result in a joint venture, partnership, agency, or fiduciary relationship between you and Center. The parties do not intend to create such a relationship under this Agreement. Nothing in this Agreement shall in any way restrict Center from pursuing any business activities or from entering into any agreement with any other person or company.
13.6 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) its performance under this Agreement shall comply with all applicable laws, rules, and regulations.
13.7 Miscellaneous. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement. In the event that Center is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any successor in interest of any business associated with the Center App. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected. The failure or delay by Center to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. In the event this Agreement, or any part thereof, is translated into other languages, the English language version of this Agreement shall prevail to the extent there is a discrepancy between versions of the Agreement that is the result of an error in translation. For questions about this Agreement, please contact us via [email protected]. When you contact us please provide us with your name, developer account email address, and any other information we may need to identify you.