Terms of Service

1. Acceptance of Terms

By accessing or using the CentrixIQ platform and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

• "CentrixIQ," "we," "us," or "our" refers to Corecentrix LLC DBA CentrixIQ.
• "Services" refers to the CentrixIQ platform, including all software, applications, APIs, and related services.
• "User," "you," or "your" refers to the individual or organization accessing or using the Services.
• "Customer Data" refers to all data, information, and content that you upload, submit, or otherwise provide to the Services.
• "Subscription" refers to your paid access to the Services under a subscription plan.

3. Account Registration

To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that your use complies with all applicable laws and regulations

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent or illegal activity.

4. Use of Services

Subject to these Terms and your Subscription, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes.

The Services are designed for use by businesses in the food and consumer goods industry. You agree to use the Services only for lawful purposes and in accordance with these Terms and any applicable documentation.

5. Subscription and Payment

5.1 Subscription Plans

Access to certain features of the Services requires a paid Subscription. Subscription plans, pricing, and features are described on our website or in a separate agreement.

5.2 Payment Terms

• Fees are due in advance for the applicable subscription period
• All fees are non-refundable except as expressly stated in these Terms or required by law
• We may change our fees upon notice; changes will apply to subsequent subscription periods
• You are responsible for all taxes associated with your Subscription

5.3 Renewal

Subscriptions automatically renew for successive periods unless you cancel before the renewal date. You may cancel by contacting us or through your account settings.

6. Your Data

6.1 Ownership

You retain all rights, title, and interest in your Customer Data. We do not claim ownership of your data.

6.2 License to Us

You grant us a limited license to use, process, and store your Customer Data solely to provide and improve the Services. This license continues until you delete your data or terminate your account.

6.3 Data Protection

We will handle your Customer Data in accordance with our Privacy Policy and applicable data protection laws. We implement appropriate technical and organizational measures to protect your data.

6.4 Data Portability

You may export your Customer Data at any time through the Services or by contacting us. Upon termination, we will make your data available for export for a reasonable period.

7. Intellectual Property

7.1 Our Rights

The Services, including all software, content, trademarks, and other materials, are owned by CentrixIQ or our licensors. These Terms do not grant you any rights to our intellectual property except as expressly stated.

7.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.

8. Restrictions

You agree not to:

• Use the Services in violation of any applicable law or regulation
• Infringe on the rights of others or engage in harmful or fraudulent activity
• Reverse engineer, decompile, or disassemble the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services to transmit malware, viruses, or other harmful code
• Resell, sublicense, or redistribute the Services without our written consent
• Use automated means to access the Services except through our APIs
• Interfere with or disrupt the integrity or performance of the Services

9. Third-Party Services

The Services may integrate with or contain links to third-party services. We are not responsible for the availability, content, or practices of third-party services. Your use of third-party services is governed by their respective terms and policies.

10. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or secure, or that defects will be corrected.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

These limitations apply regardless of the legal theory and even if we have been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless CentrixIQ and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Customer Data

13. Termination

13.1 By You

You may terminate your account at any time by contacting us or through your account settings. Termination does not entitle you to a refund of any prepaid fees.

13.2 By Us

We may suspend or terminate your access to the Services immediately if you breach these Terms, engage in illegal activity, or fail to pay applicable fees. We may also terminate the Services with 30 days' notice for any reason.

13.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. We will make your Customer Data available for export for 30 days following termination, after which we may delete your data.

14. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website or by email. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

15. Governing Law

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved in the state or federal courts located in Hillsborough County, Florida.

16. Dispute Resolution

16.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Hillsborough County, Florida. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

16.2 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against CentrixIQ.

16.3 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

17. General Provisions

17.1 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall remain in full force and effect.

17.2 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or disruptions to internet or telecommunications infrastructure.

17.3 Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and CentrixIQ regarding the Services and supersede all prior agreements, representations, and understandings.

18. Accessibility

CentrixIQ is committed to ensuring digital accessibility for all users, including people with disabilities. We strive to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. For more information about our accessibility efforts, please visit our Accessibility Statement.

If you encounter accessibility barriers while using our Services, please contact us at accessibility@centrixiq.com.

19. DMCA Takedown Procedure

CentrixIQ respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), we will respond to notices of alleged copyright infringement that comply with the DMCA.

19.1 Filing a DMCA Notice

If you believe that content available on or through our Services infringes your copyright, please submit a written notification containing:

• A physical or electronic signature of the copyright owner or authorized agent
• Identification of the copyrighted work claimed to be infringed
• Identification of the material that is claimed to be infringing, with sufficient detail to locate it
• Your contact information (address, telephone number, email)
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner

19.2 Designated Agent

DMCA notices should be sent to our designated copyright agent:

• Email: legal@centrixiq.com
• Subject Line: DMCA Takedown Notice
• Address: Corecentrix LLC DBA CentrixIQ, Attn: DMCA Agent, Tampa, Florida, USA

19.3 Counter-Notification

If you believe your content was removed in error, you may submit a counter-notification containing: your physical or electronic signature; identification of the removed material and its prior location; a statement under penalty of perjury that the material was removed by mistake or misidentification; and your consent to the jurisdiction of the federal court in Hillsborough County, Florida.

We will forward counter-notifications to the original complainant and restore removed content within 10–14 business days unless the complainant files a court action.

19.4 Repeat Infringers

CentrixIQ will terminate, in appropriate circumstances, the accounts of users who are repeat infringers of copyrighted material.

20. Contact Information

If you have questions about these Terms, please contact us:

• Email: legal@centrixiq.com
• Website: centrixiq.com/contact
• Address: Corecentrix LLC DBA CentrixIQ, Tampa, Florida, USA