TERMS OF USE

Last modified: June, 22nd 2010

IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY. These terms and conditions (terms of use) govern the use of centumsystems.com website (the website). The website is owned and operated by Centum Systems Inc. (Centum Systems).

Acceptance

This Terms of Use Agreement (this agreement) states the terms and conditions under which you may access and use the website. By accessing an using the website you are indicating your acceptance to be bound by the terms and conditions of this agreement, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws.

If you do not agree with any of these terms, you are prohibited from using or accessing the website. The materials contained in this web site are protected by applicable copyright and trade mark law. Centum Systems reserves the right, at is sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without notice to you. The most current version of the terms of use can be viewed online by clicking on the “Terms of Use” link located at the bottom of our web pages or by visiting directly the web page located at http://www.centumsystems.com/terms-of-use.html. You should visit this page periodically to review this agreement. Your continued use of the website following the posting of changes will mean that you accept and agree to the changes.

Use License

All materials accessible through the website, including, without limitation, text, photographs, images, illustrations, icons, graphics, computer software, code, web code, scripts, movies, audio clips, video clips, logos, trade names, music, artwork, the design, structure, selection, coordination, expression, “look and feel” and arrangement of such materials and the website itself as a compilation (collectively, the content) is protected under Canadian and foreign copyright or other laws, and it is owned by Centum Systems, its licensors or others who may or may not be accredited as the provider of the content.

Centum Systems grants you a limited, non exclusive, non-transferable license to use and display the content for personal, non-commercial transitory viewing only, provided that: (i) you do NOT modify or copy the content; (ii) you do NOT use the content for any commercial purpose, or for any public display (commercial or non-commercial); (iii) you do NOT attempt to decompile or reverse engineer the Content, (iv) you maintain the copyright and proprietary notations of the content, (v) you do NOT transfer the content to another person or “mirror” the content on any other server.

Any other use of the content is not permitted without Centum Systems prior written consent. You agree not to modify copy, reproduce, make derivative works of, retransmit, distribute, sell, publish, display, license, communicate, broadcast or otherwise make available, or authorize others to do, the content, including without limitation, by caching, framing or similar means without previous written consent from Centum Systems

This license shall automatically terminate if you violate this agreement. Centum Systems may at any time, without notice, in its sole discretion and without cause, terminate this license. Upon terminating you reviewing of the content or upon the termination of this license, you must destroy any downloaded content in your possession whether in electronic or printed format.

Disclaimer

The website and all content are provided "as is". Centum Systems makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement of intellectual property or other violation of rights.

Centum Systems makes no warranties or representations regarding the website and the content, including without limitation, that the website and content will be accurate, complete, reliable, suitable or timely; that the operation of the website will be uninterrupted or error free; that errors will be corrected; that the website will be free from viruses or harmful components and that communications to or from the website will be secure or not intercepted.

By accessing and using the website you acknowledged and agree that the use of the website and its content is entirely at your OWN Risk.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT CENTUM SYSTEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, BUSINESS AFFILIATES OR LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL, BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER CENTUM SYSTEMS HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (I) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE WEBSITE OR THE CONTENT, OR (II) ANY OTHER MATTER RELATING TO THE WEBSITE OR ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY CORRUPTED CONTENT OR OTHER MATERIALS ACCESSED BY MEANS OF THE WEBSIT, OR (III) UNNAUTHORIZED USE OF YOUR USERNAME, PASSWORD OR ACCOUNT INFORMATION, OR (IV) YOUR FAILURE TO PROVIDE CENTUM SYSTEMS WITH ACCURATE ACCOUNT INFORMATION, OR (V) ANY CHANGES CENTUM SYSTEMS MAKE TO THE WEBSITE TEMPORARY OR PERMANENT, OR (VI) THE DELETION OF CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATION DATA MAINTAINED OR TRANSMITTED BY OUR THROUGH YOUR USE OF THE WEBSITE.

Indemnification

You agree to defend, indemnify and hold harmless Centum Systems and its officers, directors, employees and agents, including all third parties mentioned in the website, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (i) your breach of any of these Terms of Use; (ii) your access to or use of the website or the Content; or (ii) your use or reliance on, or publication, communication or distribution of anything on or from the website. You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

Password and account security

You agree and fully understand that you are completely responsible for maintaining the confidentiality of the username, numbers and password associated with any accounts you use to access the website, including and not limiting to the support and billing systems.

You agree that you will be solely and entirely responsible for all activities that occur under your account and that you will notify immediately to Centum Systems of any unauthorized use of your account or any other breach of security.

Centum Systems will not be liable for any loss that you may incur as a result of someone else using your password or account either with or without your knowledge. You will be liable for losses incurred by Centum Systems or other third-party dues to someone else using your account or password. You may not use anyone else’s account at any time with or without the permission of the account holders. Accounts are individual and non-transferable.

Privacy

For disclosures relating to the collection and use of personal information, please review our privacy policy, by clicking on the “Privacy Policy” link located at the bottom of our website or by visiting directly http://www.centumsystems.com/privacy-policy.html

Revisions and Errata

The content appearing on the website could include technical, typographical or photographic errors. Centum Systems does not warrant that any of the content contained on the website is accurate, complete, or current. Centum Systems may make changes to the content contained on the website at any time without notice. Centum Systems does not, however, make any commitment to update the content.

Links

The website has links that may lead to third-party websites. Centum Systems provide these links only as a convenience and not as an endorsement. If you use any of such links your do it at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

You agree that Centum Systems is not responsible and will not be liable for, the content of, or any other material on or accessed through any such linked sites or any other web page which is not part of the website.

Centum Systems reserves the right to prohibit inking to or from any other website at its sole discretion. Linking to the website is permitted only if you have acquired previous written authorization from Centum Systems.

Security

Due to the nature of Internet, Centum Systems cannot and does not make any representation or warranty concerning security of any communications to or from the website or any representation or warranty regarding the interception by third parties of personal or other information.

Copyright

All content displayed and/or accessible in the website are protected under Canadian and foreign copyright or other laws, and are owned by Centum Systems, its licensors or providers. Any use, reproduction, alteration, modification, public performance or display, uploading or posting into the internet, transmission, redistribution or other use of the website or of any content, whether in whole or in part, other than expressly set out herein, is prohibited without the previous written permission from Centum Systems.

Unsolicited Idea Submission Policy

Centum Systems or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos or other works (submissions) in any form to Centum Systems or any of its employees.

The sole purpose of this policy is to avoid potential misunderstandings or disputes when Centum Systems products or marketing strategies might seem similar to ideas submitted to Centum Systems. If, despite our request that you not send us your ideas and materials, you still submit them, please understand that Centum Systems makes no assurances that your ideas and materials will be treated as confidential or proprietary.

No Advice

The information contained on the website is for informational purposes only. It is not intended to provide legal, accounting, tax, investment, financial, medial or other advice to you, and you should not rely upon the information to provide any such advice.

Termination

Centum Systems may, in its sole discretion, without notice or liability to you, suspend or terminate your right to access or use the website, or any part of it, for any reason.

You agree that Centum Systems will not be liable to you or to any third party for termination of your access to the website as a result of any violation of this agreement.

Governing Law / Jurisdictional Issues

This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. You agree to submit to the jurisdiction of the courts of the Province of Ontario and/or the Federal Court of Canada, and to waive any objections based upon venue.

Centum Systems makes no representation or warranty that the website or any of the content is appropriate or available for use at any location outside Canada. If you access the website from outside Canada, you are responsible for compliance with all applicable laws.