Terms of Services-Merchants
Welcome to Centavizer. Our Website is www.centavizer.com (“Centavizer Website”). In this document, when we use the term “Centavizer” or “we” or “us” or “our” it is a reference to Centavizer Corporation, a Delaware corporation.
Our mobile application (“Centavizer App”) syncs with a user’s (”User’s”) Fitness Tracker or mobile device’s pedometer to award “centz”. “Centz” are units of exchange that a User may generate through the Centavizer App by verified physical movement (currently limited to steps recorded by a User and others authorized by a User to sync their Fitness Tracker with a User’s Centavizer App). Centz are used toward the purchase of meals, merchandise, services and other benefits uploaded to the Centavizer App by participating Merchants.
The Centavizer App may be accessed and downloaded by you through our Website or at the Apple App Store or Google Play or with Windows Store. To use the Centavizer App, you must create a Merchant account (a “Centavizer Account”). Your Centavizer Account can be created and accessed through the Centavizer App or your Social Media Account (Facebook, google, twitter, etc.), and requires (a) demographic information, including business name and address, ownership, Employer Identification Number, banking information, and email address, (b) the creation of a Merchant Account with Wells Fargo Bank (the “Bank”) and Nuvei Technologies Inc. (the “Servicer”), which when approved by the Bank and the Servicer will set the applicable Discount Rate, Approved Average Ticket and Approved Monthly Credit Card Volume and result in the issuance of a Merchant ID Number, and (c) your downloading a Centavizer App/API (Application Programming Interface) (“Centavizer API”) to a POS (Point of Sale) device that integrates into the Centavizer system for order taking, payment and record keeping purposes. Once the Bank and Servicer approve your Merchant Account and issue you a Merchant ID Number, you can download into the Centavizer system coupons/special discounts for your meals, merchandise, services or benefits that can be accessed by a User’s Centavizer App and redeemed utilizing accumulated centz and the User’s secure tokenized credit/debit card as payment. Information regarding the transaction, including the final sales price (after the inclusion of sales tax and the application of centz), less Centavizer’s service fee equal to 20% of the final sales price (the “Centavizer Service Fee”), out of which Centavizer pays all credit/debit card processing charges, automatically is forwarded by the Centavizer system to you, the Bank and Servicer, and you are paid on a daily basis for funds received by the Bank and Servicer from the applicable card issuing bank.
a. Rights Granted
Centavizer grants to you the non-exclusive, revocable, non-assignable and non-transferrable right to (i) download, install and use (a) the Centavizer App and (b) the Centavizer API and, in each case any updates to it, for your personal and business use on a compatible mobile/POS device owned or controlled by you, and (ii) access and browse the Centavizer Website for your personal and business use only.
As consideration therefor, you consent/agree:
(i) to accept centz as a portion of User’s payment for your products/services; provided, however, that you need not accept centz if the User does not have enough centz in the User’s Centavizer Account to cover the centz portion of the discount or payment;
(ii) that you will upload coupon image(s), discounted centz value, full retail value, and date of acceptance and expiration via the Centavizer Website or the Centavizer App in common graphic image file for review and approval by the Centavizer staff;
(iii) to pay Centavizer a non-refundable Centavizer Service Fee of 20% of the final sales price (after the inclusion of sales tax and the application of centz) in connection with each User purchase; and authorize the Bank and Servicer to pay Centavizer such Centavizer Service Fee (less any Bank and Servicer processing fees for which Centavizer will be responsible) immediately upon the sale to User;
(iv) that returns/refunds to Users shall follow your normal return policies; provided that Users do not receive a refund of centz if the products/services purchased are returned to you; and
(v) that we may contact you about your Centavizer Account using automated calls or texts to service your Centavizer Account or investigate fraud, but not for telemarketing.
The Centavizer App, the Centavizer API and the Centavizer Website, including original content, features and functionality, are owned by us and are protected by copyright, trademark, patents, trade secrets and other intellectual property or proprietary rights laws. Except for the rights granted to you in the immediately preceding Section, you shall have no rights therein.
When you submit any content, including, without limitation, any image, text or data to the Centavizer App, the Centavizer API or Centavizer Website (“Merchant Content”), you retain all ownership and intellectual property rights therein. With respect to Merchant Content, you grant to us a non-exclusive, royalty-free, transferable, assignable, sub-licensable, irrevocable and perpetual worldwide license to (i) collect, store, transmit, use, modify, create derivative works from, reproduce, publish, distribute, and communicate such Merchant Content, and (ii) use and incorporate into the Centavizer App and/or the Centavizer API and/or the Centavizer Website any suggestions, enhancement requests, recommendations and/or other feedback provided by you, in each case for any purpose relating to the Centavizer App or the Centavizer API or the Centavizer Website, without any compensation to you therefor.
You are responsible for Merchant Content. You represent and warrant to us that you own your Merchant Content or that you have all rights necessary to grant us a license to use your Merchant Content as described herein.
C. Restrictions on Use of the Centavizer App, Centavizer API and Centavizer Website
D. Warranties, Disclaimers and Exclusive Remedies
The Centavizer App, the Centavizer API and the Centavizer Website are provided “as is” and “as available” without any representation, warranty or undertaking of any kind as to the use, availability, performance, accuracy or completeness or contents thereof.
WE DO NOT GUARANTEE THAT THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API OR THE CENTAVIZER WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL ERRORS. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET AND THAT THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
WE AND OUR STOCKHOLDERS, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AGENTS, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “AFFILIATES”), DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE USE AND AVAILBILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, OR DATA DERIVED THEREFROM, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT OR DATA ACCESSED THROUGH AND/OR PRODUCED FROM THE USE AND AVAILABILITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, REGARDLESS OF WHO ORIGINATES SUCH CONTENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAWS ARE APPLICABLE.
ALTHOUGH CENTAVIZER TAKES REASONABLE PRECAUTIONS DESIGNED TO PROTECT THE CONFIDENTIALITY AND PRIVACY OF INFORMATION WE COLLECT FROM YOU, WE CANNOT ABSOLUTELY GUARANTEE THE CONFIDENTIALITY AND PRIVACY OF YOUR INFORMATION. ACCORDINGLY, WE SHALL HAVE NO RESPONSIBILITY IF, DESPITE OUR REASONABLE EFFORTS TO PROTECT THE CONFIDENTIALITY AND PRIVACY OF YOUR INFORMATION, AN UNAUTHORIZED INDIVIDUAL ACCESSES YOUR INFORMATION. NOR SHALL WE HAVE ANY RESPONSIBILITY IF AN INDIVIDUAL AUTHORIZED TO ACCESS YOUR INFORMATION (OTHER THAN AN EMPLOYEE OR AGENT OF CENTAVIZER) USES OR DISCLOSES THE INFORMATION IN AN UNAUTHORIZED MANNER.
WE CANNOT AND DO NOT GUARANTEE THE SECURITY OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE. YOU SHALL BE RESPONSIBLE FOR (1) MERCHANT CONTENT, (2) ALL INFORMATION, INSTRUCTIONS AND MATERIALS PROVIDED BY YOU IN CONNECTION WITH THE USE OF THE CENTAVIZER APP, THE CENTAVIZER API AND THE CENTAVIZER WEBSITE, AND (3) THE SECURITY OF ALL ACCESS CREDENTIALS TO, AMONG OTHER THINGS, PROTECT AGAINST ANY UNAUTHORIZED ACCESS TO OR USE OF THE CENTAVIZER APP, THE CENTAVIZER API OR THE CENTAVIZER WEBSITE.
You are responsible for all uses of your Centavizer Account whether by you or a third party. You should review your Centavizer Account regularly. If you identify any erroneous transaction or unexpected activity of your Centavizer Account, or you believe that the security of your Centavizer Account has been compromised, you must let us know as soon as possible. You should use your mobile device or Social Media Account for verification of your Centavizer Account; and use a strong password (if applicable) for your Centavizer Account, and, make sure that the details of your password are kept confidential and secure at all times. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY UNAUTHORIZED USE OF YOUR CENTAVIZER ACCOUNT RESULTING FROM YOUR FAILURE TO MAINTAIN RESTRICTED ACCESS TO YOUR MOBILE DEVICE OR SOCIAL MEDIA ACCOUNT, THE CONFIDENTIALITY OR SECURITY OF YOUR MERCHANT DETAILS OR THE FAILURE TO USE A STRONG PASSWORD. In the case of a loss of your control over your mobile device or Social Media Account to which your Centavizer Account is registered, access to your Centavizer Account can become restricted or outright impossible.
E. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER CENTAVIZER NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTAL DAMAGES, OR ANY LOSS OF REVENUE OR PROPERTY.
THE MAXIMUM LABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO OUR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE SUM OF TEN DOLLARS ($10.00).
F. Choice of Law; Arbitration
If we terminate your access to the Centavizer App, the Centavizer API and the Centavizer Website, or if we so demand, all rights, granted to you hereunder immediately will stop, and you agree that you immediately will (i) stop using the Centavizer App, the Centavizer API and the Centavizer Website, (ii) remove any links you created with respect to the Centavizer App, the Centavizer API and the Centavizer Website, and (iii) destroy all materials obtained from the Centavizer App, the Centavizer API and the Centavizer Website.
We reserve the right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, the Centavizer App, the Centavizer API and the Centavizer Website with or without notice. You agree that we will not be liable to you or anyone else for any such modification, withdrawal, suspension or discontinuance.
By virtue of this agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations, or permitted, hereunder. Your Confidential Information shall be limited to your data residing in the Centavizer App, the Centavizer API and Centavizer Website environment, and all information clearly identified by you as confidential at the time of disclosure.
A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (iv) is independently developed by the other party.
K. Service Tools
L. Third Party Web Sites, Content, Products and Services
Centavizer may enable you to add links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. We are not responsible for any third party websites or third party content, products or services provided on or through the same and you bear all risks associated with the access and use of such websites and third party content, products and services.
M. General Contractual Provisions