TERMS OF SERVICE

These Terms of Service available at www.CentsForDSPs.com/terms (the “Cents Terms”) and our Privacy Policy (www.CentsForDSPs.com/privacy-policy) (“Privacy Policy”) govern your (“User’s,” “you,” and “User”) use of the website located at www.CentsForDSPs.com (the “Site”) and the services accessible via the Site offered by Phoenicia Labs, Inc., a Delaware corporation doing business as Cents (“Cents,” “we,” “us,” or “ours”). To make the Cents Terms easier to read, the Site and our services are collectively called the “the Service.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS:  WHEN YOU AGREE TO THESE CENTS TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CENTS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 28 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1.              Agreement to Terms.  The Cents Terms is a legally binding agreement between User and Cents. User is encouraged to read the Cents Terms carefully and to save a copy of it for User’s records. If User is agreeing to these Cents Terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to the Cents Terms, and User’s agreement to the Cents Terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By (i) clicking the applicable button to indicate User’s acceptance of the Cents Terms or (ii) accessing or using the Service, User accepts the Cents Terms, and User agrees, effective as of the date of such action, to be bound by the Cents Terms.

2.              Privacy Policy.  Please review our Privacy Policy, which also governs User’s use of the Service, for information on how Cents collects, uses and shares User’s information.

3.              Changes to the Cents Terms or the Service.  We may update the Cents Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Cents Terms on the Site and/or by sending other communications. It’s important that you review the Cents Terms whenever we update them or you use the Service. If you continue to use the Service after we have posted updated Cents Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Service anymore. Because our Service is evolving over time we may change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.

4.              About the Service.

(a)            Subject to the terms and conditions of the Cents Terms, Cents agrees to use reasonable efforts to provide User with the Service in accordance with the Cents Terms.

(b)           User may use the Service only if User is located in the United States, 16 years or older (or such other minimum age at which User can provide consent to data processing under the laws of User’s territory) and capable of forming a binding contract with Cents, and not otherwise barred from using the Service under applicable law. If User is over 16 years of age but under the age of majority in User’s respective jurisdiction, User hereby represents and warrants that User’s parent or legal guardian has read these Terms, and accepts them on User’s behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Service, whether or not the parent or guardian has authorized such acts.

(c)            These Cents Terms apply to Users who are: (i) using the Service as an employer company and executed the Services Agreement with Cents; (ii) such company’s authorized representatives and account administrators who were authorized to access the Service by such company; and (iii) employees or independent contractors of such company and a payee of such company, as applicable. For purposes of these Cents Terms, the Services Agreement and the Cents Terms are collectively called the “Agreement.”

(d)           Subject to Section 4(b), to use the Service on the Site, User will need to create an account and provide certain information about User (including User’s name, address, social security number (as applicable), tax identification number (as applicable) and email address). User agrees that User will not misrepresent User’s identity, use any other person’s image, likeness, or identity, or otherwise provide any deceptive or misleading profile information in connection with the creation and use of User’s account. Further information about the collection and use of such information is provided in the Privacy Policy.

5.              Obligations Under the Cents Terms.  User has certain obligations under these Cents Terms, including but not limited to obligations to (i) designate an account administrator; (ii) be responsible for actions taken under User’s account; (iii) follow instructions that Cents provides to User with respect to the Service; and (iv) provide accurate, timely, and complete information required for Cents to perform the Service and maintain the accuracy and completeness of such information.

6.           SMS Terms of Service. If you use Cents’ SMS features, you agree to the following terms and conditions:

(i) Consent to Receive and Send Messages. You expressly consent to receive non-marketing text messages from Cents and our affiliates, agents, and service providers at the phone number(s) provided in the Cents application, including messages sent by automated telephone dialing system. This consent is not a condition of purchase or use of Cents’ Service. Furthermore, if you verify your employees’ phone numbers in the Cents application and attempt to message them through the Cents application, you warrant that you have obtained the necessary consent and authority to message your employees at the provided phone numbers. This authority may be derived from your internal policies, employee handbook, employment agreement, or other relevant policies.

(ii) Message Frequency. The number of SMS messages you receive may vary depending on your interactions with Cents and your account settings. We will strive to maintain a reasonable message frequency and allow you to adjust your preferences.

(iii) Charges and Carrier Compatibility. Message and data rates may apply to each text message sent or received in connection with Cents SMS messages, as provided in your mobile telephone service rate plan. Please contact your carrier for pricing plans and details. Cents is not responsible for any charges from your carrier or any compatibility issues with your mobile carrier's network.

(iv) Opt-Out Option. You may opt out of receiving SMS messages from Cents at any time by texting STOP to the number from which you are receiving the messages or by adjusting your company settings in the web application. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, sign up as you did the first time, and we will start sending SMS messages to you again.

(v) Data Usage and Privacy. We are committed to protecting your privacy. Our collection, use, and disclosure of your information associated with SMS messages will be in accordance with our Privacy Policy.

(vii) Modifications and Termination. Cents reserves the right to modify or terminate our SMS messaging service or your access to the SMS messaging service for any reason, without notice, at any time, and without liability to you.

7.           Feedback and Intellectual Property.

(a)            Cents appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Service (“Feedback”). If User chooses to submit Feedback, User agrees that Cents is free to use it without any restriction or compensation to User.

(b)           Cents may make available through the Service content that is subject to intellectual property rights. Cents and its licensors exclusively own and retain all right, title and interest in and to the Service, including the content within as well as all associated intellectual property rights. User acknowledges that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

8.           General Prohibitions and Cents’ Enforcement Rights.  User agrees not to do any of the following:

(a)            Use, display, mirror or frame the Service or any individual element within the Service, Cents’ name, any Cents trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cents’ express written consent;

(b)           Access, tamper with, or use non-public areas of the Service, Cents’ computer systems, or the technical delivery systems of Cents’ providers;

(c)            Attempt to probe, scan or test the vulnerability of any Cents system or network or breach any security or authentication measures;

(d)           Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Cents or any of Cents’ providers or any other third party (including another User) to protect the Service;

(e)            Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cents or other generally available third-party web browsers;

(f)            Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(g)           Use any meta tags or other hidden text or metadata utilizing a Cents trademark, logo URL or product name without Cents’ express written consent;

(h)           Use the Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Cents Terms;

(i)             Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information;

(j)             Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;

(k)           Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;

(l)             Collect or store any personally identifiable information from the Service from other Users of the Service without their express permission;

(m)          Impersonate or misrepresent User’s affiliation with any person or entity;

(n)           Violate any applicable law or regulation; or

(o)           Encourage or enable any other individual to do any of the foregoing.

Cents is not obligated to monitor access to or use of the Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Cents Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Cents Terms. We have the right to investigate violations of these Cents Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

9.           Links to Third Party Websites or Resources.  The Service may allow User to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. User acknowledges sole responsibility for and assume all risk arising from, User’s use of any third-party resources.

10.           Effect of Termination of the Service.  User acknowledges and understands that if User terminates the Service through User’s account or Cents terminates the Service pursuant to the Agreement, then such termination may not be reversible.

11.           Consent to Share Certain Employee and Independent Contractor Information with Employer.  User acknowledges and understands that in providing the Service, Cents acts as an intermediary between employers and their employees and/or independent contractors. If User is an employee or independent contractor, then User hereby authorizes Cents to share with User’s employer any information that User has provided to Cents in connection with the Service.

12.           Warranty Disclaimers. THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CENTS EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Cents makes no warranty that the Service will meet User’s requirements or be available on an uninterrupted, secure, or error-free basis. Cents makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Service.

13.           Indemnity.  Without limiting the other indemnification obligations set forth in the Cents Terms, User will indemnify and hold Cents and its officers, directors, employees and agents (the “Cents Parties”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) User’s access to or use of the Service (including, without limitation, your use of the SMS service), or (b) User’s violation of these Cents Terms and/or the Services Agreement, as applicable.

14.           Limitation of Liability.

(a)            TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CENTS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE CENTS TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CENTS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b)           TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CENTS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE CENTS TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED ONE HUNDRED DOLLARS ($100).

(c)            THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CENTS AND USER.

15.           Governing Law and Forum Choice.  These Cents Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 28 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that User and Cents are not required to arbitrate will be the state and federal courts located in Cleveland, Ohio, and User and Cents each waive any objection to jurisdiction and venue in such courts.

16.           Dispute Resolution.

(a)            Mandatory Arbitration of Disputes.  We each agree that any dispute, claim or controversy arising out of or relating to these Cents Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. User and Cents agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Cents Terms, and that User and Cents are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Cents Terms.

(b)           Exceptions.  As limited exceptions to Section 28(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c)            Conducting Arbitration and Arbitration Rules.  The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Cents Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.  Any arbitration hearings will take place in the county (or parish) where User lives, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d)           Arbitration Costs.  Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds User’s Dispute frivolous. If we prevail in we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from User. If User prevail in arbitration User will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e)            Injunctive and Declaratory Relief.  Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that User or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f)            Class Action Waiver.  USER AND CENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN USER’S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with User’s may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g)           Severability.  With the exception of any of the provisions in Section 16(f) of these Cents Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Cents Terms is invalid or unenforceable, the other parts of these Cents Terms will still apply.

17.           General Terms.  These Cents Terms constitute the entire and exclusive understanding and agreement between Cents and User regarding the subject matter hereof, and these Cents Terms supersede and replace all prior oral or written understandings or agreements between Cents and User regarding such subject matter. If any provision of these Cents Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent  and the other provisions of these Cents Terms will remain in full force and effect. User may not assign or transfer these Cents Terms, by operation of law or otherwise, without Cents’ prior written consent, and any attempt by User to do so, without such consent, will be void.  Subject to the foregoing, these Cents Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns. No provision of these Cents Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than User and Cents and each party’s respective successors and permitted assigns, except for the Cents Parties. Cents’ failure to enforce any right or provision of these Cents Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Cents. Except as expressly set forth in these Cents Terms, the exercise by either party of any of its remedies under these Cents Terms will be without prejudice to its other remedies under these Cents Terms or otherwise. Neither party will be afforded or denied preference in the construction of these Cents Terms, whether by virtue of being the drafter or otherwise. User may give notice to Cents by contacting Cents at legal@CentsForDSPs.com. Notice is effective upon receipt. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.

Last updated: August 1, 2024