Terms

Terms of Service

Acceptance of These Terms of Service

CenExel Clinical Research, Inc. and our affiliates (“CenExel”, “we”, or “us”) provide our services (described below, collectively, the “Services”) and related content to you through our website located at https://www.cenexel.com (the “Site”). All access and use of the Services is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Services.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Privacy Policy” link on the Site. We will also notify you of any material changes, either through the Services user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Services.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CENEXEL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your Privacy: At CenExel, we respect the privacy of our users. For more information, please see our Privacy Policy above. By using the Services, you consent to our collection, use, and disclosure of personal data and other data as outlined therein.
Communication Risks: In consenting to engage with the Services, you are accepting inherent communication risks. CenExel takes reasonable precautions to mitigate these risks, but we believe you should understand potential associated risks, especially when discussing your medical information. Digital communications, such as emails and text messages, should generally not be used to communicate sensitive information, and such communications should never be used for urgent issues. Digital communications can be forwarded, printed, and stored in various formats, allowing later access by unintended recipients without your knowledge or agreement. Digital communications may be sent to the wrong recipients accidentally. Digital communications may be easier to alter or forge, especially involving signed documents. Copies of digital communications may exist even after the sender or receiver has deleted their copy. Digital communications providers may archive and inspect communications sent through their systems. Digital communications may be intercepted, altered, forwarded, or used without detection or authorization. Digital communications can spread computer viruses. Delivery is not guaranteed with digital communications. Digital communications can be used for phishing, which is a technique of obtaining sensitive, personal information by pretending to be a trusted sender. We discourage using email or other digital communications to send protected health information, however, if you understand and are willing to accept the associated risks, some of which are outlined above, we will provide requested information via email or other digital communication methods, as much as it is feasible.

Additional Terms: In addition, when using certain features through the Services, you will be subject to any additional terms applicable to such features that may be posted on or within the Services from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Services

Services Description: The purpose of the Services is to provide medical and scientific support in the design and execution of clinical trials.

Your Registration Obligations: You may be required to register with CenExel or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Services’ registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify CenExel of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. CenExel will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Services: CenExel reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that CenExel will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

General Practices Regarding Use and Storage: You acknowledge that CenExel may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on CenExel’s or its third-party service providers’ servers on your behalf. You agree that CenExel has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that CenExel reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that CenExel reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for all content that you make available to CenExel, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Services or by emailing or otherwise making available to other users of the Services. The following are examples of the kinds of content and/or uses that are illegal or prohibited by CenExel. CenExel reserves the right to investigate and take appropriate legal action against anyone who, in CenExel’s sole discretion, violates this provision, including removing the offending content from the Services, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Services to:

  • 1. Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of CenExel, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose CenExel or its users to any harm or liability of any type;
  • 2. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
  • 3. Violate any applicable local, state, national, or international law, or any regulations having the force of law;
  • 4. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • 5. Solicit personal information from anyone under the age of 18;
  • 6. Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • 7. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  • 8. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  • 9. Obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Services;
  • 10. Circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Services Content (as defined below)) available on or through the Services, including through the use of virtual private networks; or
  • 11. Engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by CenExel from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Telecommunication or Remote Visits: Telecommunication in clinical research could involve, but is not limited to, the transfer and discussion of medical data using interactive audio, interactive video, and/or interactive data communication instead of in-person contact. When feasible, telecommunication visits would allow you to communicate with the researcher(s) at a distance. During a telecommunication session:

(a) Details of you and your medical history, examinations, and tests will be discussed with you through the use of interactive video, audio, and telecommunications technology.

(b) Physical examination of you may take place.

(c) Other members of the CenExel staff may be present to aid in the delivery of clinical research services. You will be informed of any other people who are present, seen or unseen, and you will have the right to exclude anyone from being present during the visit. All confidentiality protections required by law or regulation will apply to your session

(s). Reasonable and appropriate measures have been taken to protect your privacy. The information exchanged in the telecommunication visit may become part of your medical record. You will have access to all of the information in your medical record resulting from the telecommunication services that you would have for a similar in-person visit, as provided by federal and state law. All releases of your personal health information collected during the telecommunication visit are subject to the same laws and regulations as in-person visits. There are risks associated with the use of telecommunication. You may find it difficult or uncomfortable to communicate with the researcher

(s) at a distance. You may have difficulty using the technology. The equipment or technology could malfunction, causing a delay in the delivery of the services. In rare instances, the security protocols could fail, causing a breach of your personal medical information. The use of video technology to deliver services is a new technology for many and may not be equivalent to direct patient-to-researcher contact. Following the telecommunication services, your physician may recommend an in-person office visit for further evaluation. TELECOMMUNICATION IS NOT FOR MEDICAL EMERGENCIES. If an emergency occurs during the telecommunication visit, you will need to call 911. You have the option to refuse delivery of telecommunication services at any time.

Competitors: No employee, independent contractor, agent, or affiliate of any competing company is permitted to view, access, or use any portion of the Services without express written permission from CenExel. By viewing, using, or accessing the Services, you represent and warrant that you are not a competitor of CenExel or any of its affiliates, or acting on behalf of a competitor of CenExel in using or accessing the Services.

Commercial Use: Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.

Ownership; Restrictions: The technology and software underlying the Services or distributed in connection therewith are the property of CenExel, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by CenExel.

Special Notice for International Use; Export Controls: CenExel is headquartered in the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, CenExel makes such open source software, and CenExel’s modifications to that open source software (if any), available by written request to info@cenexel.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by CenExel, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Services in accordance with these Terms of Service. Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The CenExel name and logos are trademarks and service marks of CenExel (collectively the “CenExel Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to CenExel. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of CenExel Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of CenExel Trademarks will inure to our exclusive benefit

Third-Party Material: Under no circumstances will CenExel be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that CenExel does not pre-screen content, but that CenExel and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, CenExel and its designees will have the right to remove any content that violates these Terms of Service or is deemed by CenExel, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title, and interest in and to any content you provide to CenExel or upload to the Site (“User Content”), including all copyrights and rights of publicity contained therein. You hereby grant CenExel and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Services and the promotion, advertising, or marketing of the foregoing in any form, medium, or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You hereby authorize CenExel and its third-party service providers to derive statistical and usage data relating to your use of the Services (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services (“Submissions”), provided by you to CenExel are non-confidential and CenExel will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that CenExel may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests;

(b) enforce these Terms of Service;

(c) respond to claims that any content violates the rights of third parties; or

(d) protect the rights, property, or personal safety of CenExel, its users, or the public. You understand that the technical processing and transmission of the Services, including your User Content, may involve

(i) transmissions over various networks; and

(ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: CenExel respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify CenExel of your infringement claim in accordance with the procedure set forth below.

CenExel will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to CenExel’s Copyright Agent at info@cenexel.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at:
CenExel Attention: Copyright Agent 310 E 4500 S Suite #240 Salt Lake City, Utah 84107
To be effective, the notification must be in writing and contain the following information:
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • Identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
  • Identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
  • Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the District of Utah, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, CenExel will send a copy of the counter-notice to the original complaining party informing them that CenExel may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against CenExel or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, CenExel has adopted a policy of terminating, in appropriate circumstances and at CenExel’s sole discretion, the accounts of users who are deemed to be repeat infringers. CenExel may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites

The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Services via various online Third-Party Services, such as social media and social networking services like Facebook or Twitter. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Services, please see our Privacy Policy.
CenExel has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not CenExel, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. CenExel enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and the third party. CenExel will 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 Third-Party Services.

Indemnification

You agree to defend, indemnify, and hold harmless CenExel, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “CenExel Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service, or your violation of any rights of another. CenExel will provide notice to you of any such claim, suit, or proceeding. Notwithstanding the foregoing, (a) you will have no obligation to indemnify or hold harmless any CenExel Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such CenExel Party and (b) CenExel reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting CenExel’s defense of such matter. You may not settle or compromise any claim against the CenExel Parties without CenExel’s written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CENEXEL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE CENEXEL PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CENEXEL PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CENEXEL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL THE CENEXEL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

- Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and CenExel, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and CenExel are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

- Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CENEXEL 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 CENEXEL AGREE OTHERWISE, THE ARBITRATOR 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 ARBITRATOR 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 CLAIMS, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

- Pre-Arbitration Dispute Resolution

CenExel is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support through https://www.cenexel.com/contact. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to CenExel should be sent to CenExel, 310 E 4500 S, Suite #240, Salt Lake City, Utah 84107 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If CenExel and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or CenExel may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by CenExel or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or CenExel is entitled.

- Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless CenExel and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, CenExel agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

- Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, CenExel will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, CenExel will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, CenExel will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

- Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

- Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

- Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, CenExel agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending CenExel written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

- Termination

You agree that CenExel, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including for lack of use or if CenExel believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services, may be referred to appropriate law enforcement authorities. CenExel may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that CenExel may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that CenExel will not be liable to you or any third party for any termination of your access to the Services.

- User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Services, and CenExel will have no liability or responsibility with respect thereto. CenExel reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.

- General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and CenExel governing your access and use of the Services, and supersede any prior agreements between you and CenExel with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Utah without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and CenExel submit to the personal and exclusive jurisdiction of the state and federal courts located within Salt Lake County, Utah. The failure of CenExel to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of CenExel, but CenExel may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services. CenExel will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond CenExel’s reasonable control.

- U.S. Government Restricted Rights

The Services are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Services (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Services (including the Software).
Questions? Concerns? Suggestions?

Please contact us at https://www.cenexel.com/contact or CenExel, 310 E 4500 S, Suite #240, Salt Lake City, Utah 84107 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Services.