Last Updated: 11st August , 2022

These terms of use (these “Terms of Use”) constitute an agreement between you (the “User”) and Centralin Analytics, Hong Kong (“Centralin”) with respect to the User’s access to the Site and/or the App and any and all Services.

Centralin Analytics is a limited company in Hong Kong. These Terms of Use contain important provisions, which the User must consider carefully when choosing whether to visit the Site, open the App or use any of the Services. Please read these Terms of Use (including those policies contained hereby) carefully before agreeing to them.

The User is solely responsible for understanding and complying with any and all laws, rules and regulations of any jurisdiction in the User’s place of residence, citizenship, incorporation or formation, the place from which the User accesses the Platform, and/or that may be applicable to the User in connection with the use of any and all Services (the “Laws”).

These Terms of Use may contain a Privacy Policy, an AML/KYC Policy and any other policies published on the Site or the App or otherwise made available to you (“Other Policies”). By accepting these Terms of Use, the User agrees with and accepts the Privacy Policy, the AML/KYC Policy and Other Policies.

The User shall read the entire Terms of Use carefully before accessing the Platform or any of the Services. BY ACCESSING THE PLATFORM AND/OR USING ANY OF THE SERVICES, THE USER AGREES TO ACCEPT AND COMPLY WITH THESE TERMS OF USE. IF THE USER DOES NOT AGREE OR NO LONGER AGREES TO ACCEPT AND COMPLY WITH ANY OF THESE TERMS OF USE, THE USER SHALL LEAVE THE PLATFORM AND NOT USE OR STOP USING THE SERVICES IMMEDIATELY.

1. DEFINITIONS

1.1. Capitalized terms used in these Terms of Use shall be interpreted in accordance with the definitions provided below:

1.1.1. Account: means an account registered by the User on the Platform.

1.1.2. App: means any web or mobile application developed or provided by Centralin for the User to access the Account and the Services.

1.1.7. Cryptocurrency: means peer-to-peer decentralized digital representation of value, including but not limited to bitcoins and ethers.

1.1.8. USDT: means Tether, a stable coin issued by Tether Limited, who claims that each token issued is backed by one United States dollar; it is designed to always be worth one United States dollar.

1.1.12. Platform: means an environment created by Centralin that allows the trading of Cryptocurrency Contracts, including the Site and the App.

1.1.13. Services: means all and any service provided by Centralin, including but not limited to any trading analytics, trading platform integration, third party software integration, open source integration, notification services,scraping services, designed, managed and operated by Centralin, but not includes any OTC services provided by any OTC Service Provider as set forth under clause 2.4.

1.1.14. Site: means the website of Centralin at centralin.io.

1.1.19. User: means any person or any entity that uses the Services, agrees to comply with these Terms of Use and is a holder of an Account.

1.1.20. "Subscriber" means any company, firm, partnership or individual represented on the Subscription Form as the recipient of Services who has subscribed to use the Service by signing the Subscription Form.

1.1.21. Subscription: means the User is currently paying a monthly or yearly fee to the Platform.

1.1.22. "Fees" means any subscription fee which is payable by the Subscriber associated with the Subscriber's use and/or access to the Service together with such other third party charges, access fees and other fees and charges as may be charged by AASTOCKS, and whether or not as agent, for the Subscriber's use and/or access to the Service (and any other person's use and/or access to the Service where such person was able to access the Service by using the Member ID and Password) and/or the on-line delivery of Content;

1.2. Where the context so admits, words denoting the singular shall include the plural and vice versa.

2. THE SCOPE OF THE SERVICES

2.1. The Services allow all Users to conduct trading analytics activities in relation to any asset classes on the Platform.

2.2. Depending on the User’s place of residence, certain Users may not be able to use part or all of the functions provided on the Platform. It is the User’s responsibility to follow the Laws.

2.4 For the avoidance of doubt, any services offered by any third party service provider in relation to shall not be regarded as part of the Services, and any such Services shall not be regarded as a party or any third party interest holder to these Terms of Use.

3. THE USER'S RIGHTS AND RESPONSIBILITIES

3.1. The User has the right to access the Platform and use the Services, provided that the User has agreed to comply and actually complies with these Terms of Use.

3.2. The User undertakes to comply with any and all applicable Laws related to the use of the Services.

3.3. The User undertakes to monitor all and any changes to the User’s Account, including but not limited to the payment details.

3.4. The User undertakes to immediately (i.e. right after the moment of discovery) inform Centralin about any unusual, suspicious, unclear or abnormal changes to the User’s Account. In case of late notification or non-notification, the User will be liable for the breach of these Terms of Use and Centralin has the right to take any actions accordingly, including but not limited to reporting to the relevant state or national authorities.

3.5. The User agrees that, whenever the Transaction is made, the Platform sends and receives the amount in USDT to/from the Buyer’s and the Seller’s Accounts opened under the User’s name and on the User’s behalf.

3.6. The User undertakes to notify Centralin immediately of any unauthorized use of the User’s Account or password, or any other breach of security by email addressed to [email protected]. Any Services provided to the User who violates the rule under this clause may be terminated, and the User may be held liable for any losses incurred by Centralin or any other User of the Site.

3.7. The User undertakes not to use the Services to perform any kind of criminal activity, including but not limited to, money laundering, illegal gambling operations, financing terrorist organizations or activities, or malicious hacking.

3.8. The User is responsible for and shall indemnify Centralin any and all damages caused, and all liability actions brought against Centralin for any infringement of any third-party rights or violation of any applicable Laws in relation to the User’s access to the Platform or use of any of the Services.

3.9. The User is solely responsible for determining whether any trading analytics is appropriate for the User based on the User’s personal goals, financial status and risk willingness.

4. THE USER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1. The User hereby expressly represents, warrants and covenants that the User:

(i) the User has followed and will follow the Laws;

(ii) is at least 18 years old (or older as required by the applicable Laws to be deemed as an adult), if the User is a natural person; the Use is an entity duly formed, validly existing and in good standing under the Laws of it formation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted, if the User is an entity;

(iii) the User has the required rights, powers, capacity, qualifications, licenses, approvals, permits, filings, knowledge, experience, at least to the extent required the applicable law, to participate in and consume the Services;

(iv) execution, delivery and performance by the User of these Terms of Use and participation in and consummation of the Services is within the power of the User and has been duly authorized by all necessary actions on the part of the User (if the User is an entity). These Terms of Use constitute a legal, valid and binding obligation of the User, enforceable against the User in accordance with their terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;

(v) execution, delivery and performance by the User of these Terms of Use and participation in and consummation of the Services are not in violation of and will not violate (i) its articles of association, bylaws or other constitutional document s(if the User is an entity), (ii) any statute, rule , regulation, judgment, administrative order or decision applicable to the User, or (iii) any material contract, instrument or other document to which the Company is a party or by which it is bound; and

(vi) no consent or approval is required in connection with execution, delivery and performance by the User of these Terms of Use and participation in and consummation of the Services, other than the User’s internal approvals, if the User is an entity.

4.2. The User covenants that the User will only access the Platform and/or use the Services to participate in and consume the Services in accordance with the conditions set forth in these Terms of Use.

4.3. The User represents, warrants and covenants that any amount in USDT deposited to the Account belongs to the User and is derived from legal sources. Upon request of Centralin, the User shall promptly provide any necessary evidence showing the source of the funds.

4.4. The User covenants that the User will only withdraw any amount in USDT from the User’s Account to the User’s USDT wallet.

4.5. The User represents, warrants and covenants that all Services should be made by using the User’s Account and own funds, and the User will not be entrusted or accept commissions from others to conduct any Transaction on the Platform on behalf of any other person.

4.6. The User agrees that the User’s personal data and identifiers may be shared with properly authorized third parties, for the reasons of legal obligations including but not limited to prevention of crimes, tax purposes and/or provision of Services requested by the User.

4.7 The User acknowledges and agrees that once the orders to buy or sell Cryptocurrency Contracts are received by Centralin, such orders may not be cancelled or reversed, and Centralin may hold all Cryptocurrency Contracts acquired by each User in the User’s Account and on the respective User’s behalf.

5. CENTRALIN'S RIGHTS AND RESPONSIBILITIES

5.1. Centralin has the right to suspend the User's Account and/or block any funds contained therein in case of non-fulfilment or unduly fulfilment by the User of any of these Terms of Use, provided that Centralin shall promptly notify the User the reasons of the suspension and/or the block.

5.2. Centralin undertakes to provide the Services with commercially reasonable efforts and care.

5.3. To the extent permitted by Laws, Centralin is not responsible for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, or indirect, special, exemplary, consequential or punitive damages.

5.4. Centralin is not responsible for any malfunction, breakdown, delay or interruption of the Internet connection or any reason why the Platform is unavailable at any given time.

5.5. Centralin is not responsible for the delay in processing payments caused by the fault of any third parties or operators of such Services.5.6. In case of any fraud or non-compliance with law, Centralin may report all relevant information, including names, addresses of the User and all other requested information, to the relevant authorities dealing with such fraud or non-compliance. The User acknowledges that the User’s Account may be frozen at any time at request of any competent authority investigating a fraud or any other illegal activity.

5.6. In case of any fraud or non-compliance with law, Centralin may report all relevant information, including names, addresses of the User and all other requested information, to the relevant authorities dealing with such fraud or non-compliance. The User acknowledges that the User’s Account may be frozen at any time at request of any competent authority investigating a fraud or any other illegal activity.

5.7. Nothing in these Terms of Use excludes or limits the responsibility of Centralin for fraud, death or personal injury caused by Centralin’s negligence or breach of these Terms of Use implied by operation of the law or any other liability which may not be limited or excluded by law.

6. CENTRALIN'S REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1. All buy and sell orders in relation to Cryptocurrency CDFs made on the Platform, will be managed in an anonymous manner so that Buyers and Sellers cannot be acquainted with each other.

6.2. Centralin may conduct the Hedging Practices at its sole discretion.

6.3. The Transaction Price is calculated on a weighted-average basis according to the orders actually hedged in the course of the Hedging Practices.

6.4. In extreme circumstances, including without limitation any Cryptocurrency market irregularities or collapse, Centralin may, at its sole discretion, terminate any orders (whether executed or hedged), or any User may not make any buy and seller order in relation to Cryptocurrency CDFs on the Platform, for any period of time as determined by Centralin.

6.5 In light of the special features of the Platform and Cryptocurrency Contracts, the Platform may take any action necessary to maintain the stability of the Platform, including without limitation, limiting the rights of the User in using their respective Accounts or trading any Cryptocurrency Contract on the Platform, at Centralin’s sole discretion.

6.6 In light of the characteristics of the Cryptocurrency market, in order to ensure the interests of the Platform and the Users, the Platform may, at its sole discretion, reduce or increase the types of Cryptocurrency that can be traded under the Cryptocurrency Contracts on the Platform; when the Cryptocurrency under an User’s existing Cryptocurrency Contract is no longer traded on the Platform, the Platform will no longer allow such Cryptocurrency Contract to hold the position overnight.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All content on the Platform is property of Centralin and is protected by copyright, patent, trademark, trade secret and any other applicable Laws, unless otherwise specified hereby.

7.2. The trademarks, trade names, service marks and logos of Centralin and others used on the Platform (hereinafter the “Trademarks”) are the properties of Centralin and its respective owners. The software, applications, text, images, graphics, data, prices, trades, charts, graphs, and video and audio materials used on the Platform are the properties of Centralin. The Trademarks and other content on the Platform should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated. The use of any content from the Platform on any other site or a networked computer environment for any purpose other than participation in and consummation of the Transaction is strictly prohibited; and any such unauthorized use may violate Centralin’s copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties. The User shall not copy, modify, reverse engineer or attempt to extract the source code of any software used by Centralin in setting up the Platform and/or providing the Services.

7.3. Centralin supports open source software. Certain software used in the Platform or the Services may be offered under an open source license that Centralin will make available to the Users. There may be provisions in the open source license that expressly override some of these Terms of Use.

7.4. Centralin supports the protection of intellectual property. If you would like to submit (i) a trademark claim for any violation of a mark on which you hold a valid, registered trademark or service mark, (ii) a copyright claim for any material on which you hold a bona fide copyright, or (iii) any other intellectual property claims, such as patent infringements, please send us an email to [email protected].

7.5. You receive no license or usage rights to the Service other than what is explicitly stated in these Terms.

8. THE USER VERIFICATION

8.1. Identification and verification procedures ("Know Your Customer" or "KYC") are required for all the trading platform integration Services. All existing and new Users of the Platform must pass the verification procedure. Centralin reserves the right to limit the functionality of the Platform to the Users who have not passed the verification procedure. If the User refuses to provide required documents and information for KYC, Centralin reserves the right to immediately terminate the provision of Services to such User.

8.2. The User undertakes to provide Centralin with correct and relevant documents and personal information contained therein. In case the User provides counterfeit documents and false personal information, Centralin may suspend, cancel or terminate the User’s Account and freeze the funds contained therein as it thinks fit.

8.3. The User hereby authorizes Centralin to, directly or indirectly (through third parties), make any inquiries as Centralin consider necessary to check the relevance and accuracy of the information provided for the verification purpose. Personal data transferred will be limited to the necessary data with security measures in use to protect such data.

8.4. The User hereby agrees to comply with the Anti-Money Laundering and Know Your Customer Policy in force published by Centralin from time to time.

9. ACCOUNT MAINTENANCE

9.1. The Platform is for the User's personal and non-commercial use only. Centralin is vigilant in maintaining the security of the Platform and the Services. By accessing the Platform or using the Services, the User agrees to provide Centralin with current, accurate and complete personal information as prompted in the course of the registration process and to keep such information updated.

9.2. The User is allowed to register only one Account on the Platform. Thus, any additional Account may be suspended.

9.3. The User agrees that the User will not use any Account other than the User’s own or access the Account of any other User at any time or assist others in obtaining unauthorized access or conducting activities related to any trading platform integration.

9.4. Centralin reserves the right to set up amount limits for any trading activities. Centralin may also set up daily, monthly and per one-transaction amount limits.

9.5. The User is responsible for maintaining the confidentiality of information on the User’s Account, including, but not limited to the User’s password, email, wallet address, wallet balance, API and of all activities including Services made via their Account. If there is any suspicious activity related to the User’s Account, Centralin may request additional information from the User, including authenticating documents, and may suspend the Account and/or freeze the funds therein during the review. The User hereby agrees to comply with these security requests or accept the suspension and the freeze.

9.6. Any creation or use of the Account without obtaining a prior express permission from Centralin will result in immediate suspension of all such Accounts and the User’s Accounts, as well as all pending buy/sell orders issued from those Accounts. Any attempt to do so or to assist others (Users or other third parties) in doing so, or any distribution of instructions, software or tools for such purpose will result in termination of those unauthorized Accounts and the User’s Accounts. Termination is not an exclusive remedy for such a violation and Centralin may decide to take further action against the User.

10. Services

10.1. Content. Except for User Content, the content that Centralin provides to Users on or through the Service, including, without limitation, any sound recordings (and the musical works embodied therein), audiovisual works (and the sound recordings and musical works embodied therein), text, graphics, photos, software and interactive features, are protected by copyright or other intellectual property rights and owned by Centralin or its third party licensors (collectively, the “Centralin Content”). Moreover, Centralin solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill.

10.2. Marks. The Centralin trademarks, service marks, and logos (collectively, the “Centralin Trademarks”) used and displayed on the Service are Centralin’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part the Service may be trademarks or service marks owned by third parties (collectively with the Centralin Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Centralin or the applicable third party, Centralin’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Centralin’s prior express written consent. All goodwill generated from the use of any Centralin Trademark will inure solely to Centralin’s benefit.

10.3. Reservation of Rights. Centralin hereby reserves all rights not expressly granted to you in this Section. Accordingly, nothing in this Terms of Use or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any Centralin Content or Trademarks located or displayed therein.

10.4. Functionality. Certain features and functionalities may only be available on the Website or the App but not both. Centralin, in its sole discretion, may provide functionalities across both the Website and the App, and may disable functionalities, temporarily or permanently, at any time, without any liability to you.

15. ILLEGAL Services

15.1. Centralin reserves the right to suspend or terminate the User's Account and/or freeze the funds, Centralin Points and account therein at any time if Centralin believes to be required to do so by Laws or in order to comply with recommendations from a relevant government authority or recognized body for the prevention of financial crimes.

15.2. It is strictly forbidden to use the Account for any illegal purposes. Centralin is entitled to report any suspicious activity to the relevant administration, supervision or law enforcement units.

15.3. The User shall not use the Account or the Services for any transaction in connection with:

(i) money laundering, terrorist financing, proliferation of weapons of mass destruction;

(ii) human trafficking;

(iii) any goods or services that are illegal or the promotion, offer or marketing of which is illegal or that are offered in connection with illegal, obscene or pornographic content, depict children or minors in sexual postures, depict means of propaganda or signs of unconstitutional organizations glorifying war or violating human dignity;

(iv) any goods or services, promotion, offer or marketing of which would violate copyrights, industrial property rights or other rights of any person;

(v) archaeological findings;

(vi) drugs, narcotics or hallucinogens;

(vii) weapons of any kind;

(viii) illegal gambling services;

(ix) Ponzi, pyramid or any other “get rich quick” schemes;

(x) goods that are subject to any trade embargo;

(xi) media that is harmful to minors and violates Laws and, in particular, the provision in respect of the protection of minors;

(xii) body parts or human remains;

(xiii) protected animals or protected plants;

(xiv) weapons or explosive materials; or

(xv) any other illegal goods, services or Services.

16. ACCOUNT SECURITY

16.1. The User is responsible for maintaining the confidentiality of the User's Account's credentials, including, but not limited to a password, email, wallet address, balance and of all activity including Services made through the Account.

16.2. Centralin personnel will never ask any User to disclose such User’s password. Any message the User receives or website that the User visits and asks for the User’s password, other than the Site and the App, should be reported to Centralin.

16.3. It is advisable to change the User’s password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to the Account. Centralin also advises the User not to choose a password that could be easily guessed from information someone might know or gather about the User or a password that has a meaning. The User shall never allow anyone to access the User’s Account or watch the User accessing the User’s Account.

16.4. If the User has any security concerns about the User’s Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorization or otherwise compromised, the User is advised to change the password. The User must contact Centralin’s support service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorized use of the Account, login details, password or other security features. Any undue delay in notifying Centralin may not only affect the security of the Account but may result in the User being liable for any losses as a result. If the User suspects that someone else accessed the User’s Account, the User should also contact an appropriate government agency and report the incident.

16.5. The User must take due care to ensure that the User’s e-mail account(s) and cellphones are secured and only accessed by the User, as the User’s e-mail address and cellphones may be used to reset passwords or to communicate with the User about the security of the Account.

17. TERMINATION OF THE TERMS OF USE

17.1. The User may terminate the Terms of Use and close their Account at any time, following settlement of any pending Services and any other payable to Centralin or any dispute with Centralin.

17.2. Centralin may, by giving notice, at its sole discretion terminate the User’s access to the Platform and to the User’s Account, including without limitation, Centralin’s right to: limit, suspend or terminate the Services and the Users’ Accounts, prohibit access to the Services, delay or remove hosted content and take technical and legal steps to keep the Users off the Platform, with or without cause. In particular, Centralin may, in appropriate circumstances and at Centralin’s discretion, suspend or terminate Accounts of Users for any reason, including without limitation: (1) attempts to gain unauthorized access to the Site or another User’s Account or providing assistance to others’ attempting to do so, (2) overcoming software security features limiting use of or protecting any content, (3) usage of the Services to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities, (4) violations of these Terms of Use, (5) failure to pay or fraudulent payment for Services, (6) unexpected operational difficulties, (7) upon the request of law enforcement or other government agencies, or (8) conduct any trading activity for and on behalf of or entrusted by any third party through the User’s Account by accepting such third party’s funds or commissions through offline channels or otherwise, if deemed to be legitimate and compelling by Centralin, acting at its sole discretion.

17.3. Centralin also reserves the right to cancel unconfirmed Accounts or Accounts that have been inactive for a period of six (6) months or more and/or to modify or discontinue the Platform or Services. The User agrees that Centralin will not be liable to such User or to any third party for such termination of their Account or access to the Platform.

17.4. The suspension or termination of the Account shall not affect the payment obligation with respect to the Commissions due for past Services.

18. SERVICES AVAILABILITY

18.1. Other than expressly set out in these Terms of Use, neither Centralin nor its suppliers, service providers, contractors or distributors make any specific promises about the Services, including without limitation any commitment about the content within the Services, the specific functions of the Services, their reliability, availability or ability to meet your specific needs. Centralin provides the Services "as is". To the extent permitted by law, Centralin excludes all implied warrants (merchantability, fitness for a particular purpose, non-infringement, etc.) in connection with the Platform or the Services.

18.2. Centralin will use commercially reasonable efforts to keep the Platform up and running; however, all online services suffer from occasional disruptions and outages and Centralin is not liable for any disruption or loss the User may suffer as a result of such disruption and outages. Thus, Centralin does not provide any guarantees that access to the Platform will not be interrupted or that there will be no delays, failures, errors, omissions or loss of transmitted information.

18.3. Centralin will use commercially reasonable endeavors to ensure that the User can normally access the Platform in accordance with these Terms of Use. Centralin may suspend any part of the Platform for maintenance and will make commercially reasonable efforts to give the User a notice. The User acknowledges that giving a notice may not be practical on certain occasions, such as emergencies.We do not warrant any particular level of Service availability.

20. FINANCIAL OR LEGAL ADVICE

Centralin does not provide any financial, investment or legal advice in connection with the Services provided by Centralin. Centralin may provide information on the price, range, volatility and other data of any asset class and events that have affected the price of any asset class, but it should not be considered as an investment or financial advice and should not be construed as such. Any decision to buy or sell any asset class is the User's decision and Centralin will not be liable for any loss suffered. The User may seek financial, investment or legal advice from the User's advisors or reply on information or data provided by others to participate in and/or consummate the Services.

21. TAXATION

21.1. The User undertakes to pay all of the User's taxes and duties, which may result from the use of the Services, participation in and/or consummation of the Services and such taxes and duties shall be paid pursuant to the applicable law.

21.2. Centralin shall not be liable for any violation by the User arising out of the User’s obligations to calculate and pay taxes and duties.

22. NOTICES AND COMMUNICATION

22.1. Centralin reserves the right to send notices to and communicate with the User by any means of communication available to Centralin, including without limitation the contact means provided by the User.

22.2. The User expressly agrees to receive any notices in electronic form and to be bound by them, if so is required by these Terms of Use.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1. These Terms of Use shall be governed by and construed in accordance with the laws of the Hong Kong, unless otherwise expressly provided.

23.2. Any dispute, controversy or claim arising out of, or in relation to, these Terms of Use, including the validity, invalidity, breach, or termination thereof, based on contract, tort or any other theory, based on law or equity, shall be resolved by arbitration in accordance with Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (“HKIAC Rules”) in force on the date on which the Notice of Arbitration is submitted in accordance with the Arbitration Rules. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

23.3. If any portion of these Terms of Use shall be deemed invalid, void or for any reason unenforceable, such portion shall be deemed severable and shall not affect the validity and enforceability of any remaining portion.

23.4. The Service is controlled and operated by Centralin from its offices in Hong Kong. Centralin makes no representation that materials on the Service are appropriate, lawful or available for use in any locations other than Hong Kong. Those who choose to access or use the Service from locations outside Hong Kong, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the content or practices of the Service are illegal, unauthorized or penalized is strictly prohibited.

23.5 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by mail (“Notice”) or, if an address is not available to such party, to the email address of such party as made available on or through the Service. Centralin’s address for Notice is: Legal Department, Centralin, G/F, 29 Ko Shing Street, Sheung Wan, Hong Kong, Attn: General Counsel or by email to [email protected]. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Centralin may commence an arbitration proceeding. Any arbitration under this Section will be conducted in English. During the arbitration, the amount of any settlement offer made by you or Centralin must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Centralin prior to selection of an arbitrator, Centralin will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Centralin in settlement of the dispute prior to the arbitrator’s award.

24. LIMITATION OF LIABILITY

IN NO EVENT SHALL CENTRALIN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND THIRD PARTY SERVICE PROVIDERS BE LIABLE TO THE USER OR ANY OTHER PERSON OR ENTITY FOR ANYINDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) ACCURACY, COMPLETENESS OR CONTENT OF THE PLATFORM OR THE SERVICES, (II) ACCURACY, COMPLETENESS OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE PLATFORM, (III) THE SERVICES FOUND AT THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE, (IV) PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, "X-RATED", OBSCENE OR OTHERWISE OBJECTIONABLE AND/ OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USER'S USE OF THE PLATFORM OR THE SERVICES FOUND AT THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT CENTRALIN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM OR THE SERVICES FOUND AT THE SITE MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN ADDITION, THE USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL CENTRALIN'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY THE USER FOR THE SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF USE OR THE USER'S USE OF THE SITE OR THE SERVICES FOUND AT THE SITE.

25. INDEMNITY

The User agrees to protect, defend, indemnify and hold harmless Centralin and its officers, directors, employees and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorney’s fees) imposed upon or incurred by Centralin directly or indirectly arising from (i) the User's use of and access to the Platform or the Services; (ii) the User's violation of any provision of these Terms of Use or the policies or agreements herein; and/or (iii) the User's violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of these Terms of Use or the User's use of the Platform or the Services.

26. MODIFICATIONS AND AMENDMENTS

Centralin reserves the right to amend or modify any portion of these Terms of Use at any time by publishing the revised version of these Terms of Use on the Platform. The changes will become effective and shall be deemed accepted by the User, the first time the User accesses the Platform or uses the Services after publishing the revised Terms of Use and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that the User does not agree with any such modification, the User's sole and exclusive remedy is to terminate the use of the Services and close the Account. The User agrees that Centralin shall not be liable to the User or any third party as a result of any losses suffered by any modification or amendment of these Terms of Use.What constitutes a material change will be determined at our sole discretion.

27. FORCE MAJEURE

If Centralin is unable to perform the Services outlined in these Terms of Use due to the factors beyond its control including but not limited to the event of force majeure, change of law or change in sanctions policy, Centralin will not owe any responsibility to the User with respect to the Services provided hereunder and for a time period coincident with the event.

28. LINKS TO THIRD-PARTY WEBSITES

The Platform and the Services may contain links to third-party websites that are not owned or controlled by Centralin. Centralin assumes no responsibility for the content, terms and conditions, privacy policies or practices of any third-party websites. In addition, Centralin does not censor or edit the content of any third-party websites. By using the Platform or the Services, you expressly release Centralin from any and all liability arising from the User's use of any third-party website. Accordingly, Centralin encourages the User to be aware of and to review the terms and conditions, privacy policies and other governing documents of any other website that the User may visit.

Centralin has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Centralin shall 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 such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

29. No Third Party Rights

These Terms of Use are only for the relationship between the User and Centralin and do not create any third party rights in any nature.

30. Partial Validity

If any provision in these Terms of Use is held to be invalid, void, or unenforceable in one jurisdiction, such provision shall nevertheless continue in full force without being impaired or invalidated in any way in other jurisdictions and the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

31. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENTS

The information that is not stated on this website is the original information obtained by the program automatically. The purpose is to transmit more information. It does not mean that this website agrees with its views and is responsible for its authenticity; such a page violates your rights and interests, Please send an email to the webmaster and provide relevant certificates (copyright certificate, front and back of ID card, infringing link), and the webmaster will delete the email within 48 hours of receipt.

31.1 Respect of Third Party Rights. Centralin respects the intellectual property of others and takes the protection of intellectual property very seriously, and Centralin asks Users to do the same. Infringing activity will not be tolerated on or through the Service.

10.2 Repeat Infringer Policy. Centralin’s intellectual property policy is to: (i) remove or disable access to material that Centralin believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (ii) remove any User Content uploaded to the Service by “repeat infringers.” Centralin considers a “repeat infringer” to be any User that has Posted User Content and for whom Centralin has received more than three takedown notices compliant with respect to such User Content. Centralin has discretion, however, to terminate the Account of any User after receipt of a single notification of claimed infringement or upon Centralin’s own determination.

10.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Centralin with the User alleged to have infringed a right you own or control, and you hereby consent to Centralin making such disclosure. Your communication must include substantially the following:

a. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

b. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;

c. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Centralin to locate the material;

d. Information reasonably sufficient to permit Centralin to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;

e. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see applicable laws to confirm your obligations to provide a valid notice of claimed infringement.

10.4 Designated Agent Contact Information. Centralin’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:

Via International Mail:

Centralin

G/F, 29 Ko Shing Street,

Sheung Wan,

Hong Kong

Attn: Copyright Department

10.5 Counter Notification. If you receive a notification from Centralin that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Centralin with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Centralin’s Designated Agent through one of the methods identified in Section 10.4 and include substantially the following information:

a. A physical or electronic signature of the subscriber;

b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

c. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

d. The subscriber’s name, address and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, then for any judicial district in which Centralin may be found, and that the subscriber will accept service of process from the person who provided notification under Section 10.3 above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 or other applicable laws to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

10.6 Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Centralin in response to a Notification of Claimed Infringement, then Centralin will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Centralin will replace the removed User Content or cease disabling access to it in 10 business days, and Centralin will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Centralin’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Centralin’s system or network.

10.7 False Notifications of Claimed Infringement or Counter Notifications. The United States Copyright Act provides that: any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Centralin relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. § 512(f).

Centralin reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of applicable law.

32. No investment advise

The company is not licensed in Hong Kong to advise on futures contracts and securities, and does not have any license to conduct regulated activities under the Securities and Futures Ordinance. The courses or lectures provided by the company are for educational purposes. The remarks of instructors, guests or participants are purely personal opinions, not investment advice, and do not constitute any invitation or offer to trade in securities, futures or options. The company strives for the accuracy of the information, but does not make any guarantee or commitment to the accuracy and reliability of the information. All information is for reference only, and neither the company nor its directors shall be held responsible for any loss.

Buying or selling securities may incur losses rather than profits. Past performance is not necessarily indicative of future performance. The risk of loss in trading futures or options contracts can be substantial and, in certain circumstances, futures and options investors may suffer losses that exceed the amount of margin initially deposited. Even setting back-up orders, such as "stop-loss" or "limit-price", may not be able to avoid losses as market conditions may prevent such orders from being executed. Investors may be required to deposit additional margin at short notice. If the required amount is not provided within the specified time, the open positions held may be liquidated and the investor remains responsible for the shortfall in the account. Investors must decide whether any strategy or product or service is appropriate based on their own investment objectives and personal financial situation. In case of doubt, a professional advisor should be consulted.

Note: Services are protected by copyright in Hong Kong, and any free copying and distribution in any form or media, or for personal use or for internal use within an organization without the written consent of the author is prohibited and immediately User records will be canceled and the annual fee paid will not be refunded.

33. Copyright Exception

For our API or scraping techniques, we apply on a fair use basis, reference link is attached. Create awareness of scraped websites to increase traffic, with the intention to promote those businesses in positive perspectives. We accept feedback and will remove it upon request, we provided feedback forms on the website for this purpose.

Copyrights in data aggregator and data analyser remain protected, our platform refers to their publicly accessible data for educational data analysis. The data analysis we conducted are available free of charge, referral links are present in our respective data usage web pages, the platform has no intention to entice users away from their platforms as only a small fraction of scraping/ API calling is conducted on any target websites. Complaints and feedback forms are available. We will take out the reported, concerned pages asap after proven your website ownership.

34. Opinions

The opinions of the users do not represent the position or commentary made by the platform.

35. Guest view

All guests are restricted to the same terms and conditions as per any user of the platform. Agreements must be checked or accepted before accessing the platform.

36. Eligibility

IN THE UNITED STATES, THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13. FOR USERS OUTSIDE OF THE UNITED STATES, THE SERVICE IS NOT FOR PERSONS UNDER THE AGE FOR WHICH RULES APPLY ON A AGE-BASED BASIS FOR THE COLLECTION OF DATA (“RESTRICTED AGE”). IN ALL CASES, THE SERVICE IS NOT FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY Centralin. IF YOU ARE UNDER 13 YEARS OF AGE IN THE UNITED STATES OR THE RESTRICTED AGE IN THE TERRITORY WHERE YOU RESIDE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Furthermore, by using the Service, you affirm that either you are at least 18 years of age or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and entered into this Terms of Use on your behalf. If you are using the Service on behalf of an entity or organization, then you represent and warrant that you have the authority to bind that entity or organization to this Terms of Use and you agree to be bound by this Terms of Use on behalf of that entity or organization.

37. Consideration.

Centralin currently provides you with partial access to the Service for free. In return for enjoying this free access, you acknowledge and agree that Centralin may generate revenues (including, by way of example and not limitation, through the sale of advertising and sponsorships, and the sublicensing of your User Content), increase goodwill or otherwise increase the value of Centralin from your use of the Service, and you will have no right to share in any such revenues, goodwill or value whatsoever. Centralin in its sole discretion may eventually charge you fees to access certain features on the Service. Centralin will provide you with advance notice of any such changes before they take effect. Even if we charge you a fee for the use of the Service, you will have no right to share in the revenues we charge you or other Users or to share in any goodwill or value created.

38. COMMUNITY GUIDELINES

In addition to any other restrictions set forth in this Terms of Use, and without limiting those restrictions, when using the Service, you agree not to (and not attempt to or assist any other person or entity in doing any of the following):

a. take any action or Post any User Content in violation of any Centralin terms;

b. delete, alter or make unauthorized copies of any content (whether, User Content, or otherwise) made available on or through any part of the Service, excluding any User Content that you have Posted;

c. attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up any part of the Service, except to the extent any such restrictions are expressly prohibited by applicable law;

d. rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Service or content thereon to any third party;

e. remove, circumvent, disable, damage or otherwise interfere with security-related features of any part of the Service, features that prevent or restrict use or copying of any content accessible on any part of the Service, or features that enforce limitations on use of any part of the Service or any content thereon;

f. delete any copyright or other proprietary rights notices on any part of the Service;

g. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another person’s digital signature, misrepresent the source, identify or content of information transmitted via the Service, or perform any other fraudulent activity;

h. create a new Account with Centralin, without Centralin’s express written consent, if Centralin has previously disabled an Account of yours;

i. restrict, discourage or inhibit any person from using the Service or disclose personal information about a third person on the Service or obtained from the Service without the consent of that person;

j. use the Service, without Centralin’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;

k. gain unauthorized access to the Service, to other Users’ Accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service;

l. Post any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Service or communications equipment and computers connected to the Service;

m. access, tamper or interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers; or

n. violate any applicable federal, state or local laws or regulations or the terms of this Terms of Use.

39. USER CONTENT; LICENSE TO Centralin; FEEDBACK

39.1 Definition. This Section governs any content that Users upload, post or transmit to or through the Service (collectively, “Post”) including, without limitation, photographs, text, sound recordings, musical works, or audiovisual works, and any other works subject to protection under the laws of Hong Kong or any other jurisdiction, including, without limitation, patent, trademark, trade secret and copyright laws (collectively, “User Content”). User Content also includes any content hosted on or accessible through an External Service that is made accessible through the Service. For clarity, User Content excludes any and all Centralin Content.

39.2 Screening Content. Centralin does not pre-screen any User Content, but reserves the right to remove, disallow, block or delete any User Content in its sole discretion. In addition, Centralin has the right – but not the obligation – in its sole discretion to remove, disallow, block or delete any User Content: (i) that Centralin considers to violate this Terms of Use, applicable law or otherwise constitute Objectionable Content; or (ii) in response to complaints from other Users, licensors or copyright owners or their agents, with or without notice and without any liability to you. Without limiting the preceding sentences of this Section, Centralin also has the right – but not the obligation – to take remedial action in connection with any Objectionable Content Posted to the Service as described more fully in Section 5.8 below. Centralin recommends that you save copies of any User Content that you Post on your personal device(s) or other storage media to ensure that you have permanent access to copies of such User Content.

39.3 Ownership. SUBJECT TO ANY THIRD PARTY RIGHTS IN ANY PREEXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS TO Centralin OR ANY THIRD PARTY.

39.4 License to Centralin. You hereby grant Centralin an unrestricted, assignable, sublicensable, revocable (except as set forth below), royalty-free, fully paid-up license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Services, and otherwise exploit and use, whether in a linear or on-demand basis (collectively, “Use”) all or any part of all User Content you Post by any means and through any media and formats, whether now known or hereafter developed, for the purposes of: (i) advertising, marketing, and promoting Centralin, the Service, and the availability of your User Content on the Service; (ii) displaying and sharing your User Content to other Users of the Service; (iii) providing the Service as authorized by this Terms of Use; (iv) reproducing and distributing your User Content in merchandise offered for free or for a fee; and (v) sublicensing third parties to Use your User Content as Centralin deems appropriate in its sole discretion, including, by way of example and not limitation, to advertise, market and promote such third parties’ products, goods or services (whether in or out of context) and the availability of your User Content as made available by such third parties. For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to: (A) reproduce audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; (B) publicly display audiovisual works; (C) publicly perform and communicate to the public audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; and (D) sublicense third parties to do all of the foregoing with your User Content on a royalty-free basis. You acknowledge and agree that you are not entitled to any payments from Centralin, and sublicensees of Centralin, or any other third party for Uses of your User Content as authorized in this Terms of Use. Following any termination of the licenses set forth in this Section, Centralin may make and retain archival copies of your User Content in a manner consistent with Centralin’s practices regarding data retention and backups. Notwithstanding any other provision in this Terms of Use, the licenses granted in this Section 5.4 are perpetual and irrevocable with respect to any of your User Content that Centralin sublicenses to any third party prior to the effective date of termination of your license grant with respect to any item of your User Content as set forth below. This means that, content you Post to the Service may live on the Internet in perpetuity, and you should think carefully before Posting any User Content to the Service.

39.5 You Must Have Rights to the Content You Post; Certain of Your Representations and Warranties. You must not Post any User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post any audiovisual works containing such sound recordings unless you have all necessary rights, authorizations and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to Centralin under this Terms of Use. You represent and warrant that: (i) you own the User Content Posted by you or otherwise have all rights necessary to grant the license set forth in this Terms of Use; (ii) the Posting and Use of your User Content does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person resulting from Posting your User Content, including from Centralin’s exercise of the license set forth in Section 5.4.

39.6 Through-To-The-Audience Rights. All of the rights you grant in this Terms of Use are provided on a through-to-the-audience basis, meaning the owners or operators of External Services or third party sublicensees of Centralin will not have any separate liability to you or any other third party for User Content Posted or Used on such External Services or by such third party sublicensees via the Service.

39.7 Waiver of Rights to User Content. By Posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post.

39.8 Non-Confidentiality. You must not Post any User Content on or through the Service or transmit to Centralin any User Content that you consider to be confidential or proprietary. Any User Content Posted by you or otherwise transmitted to Centralin will be considered non-confidential and non-proprietary, and treated as such by Centralin, and may be used by Centralin in accordance with this Terms of Use without notice to you and without any liability to Centralin.

39.9 Objectionable Content. You are not permitted to and agree not to Post any User Content that is or could be interpreted to be, as Centralin may determine in its sole discretion, (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws; or (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism or inciting violence ((i) and (ii) collectively, “Objectionable Content”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this Terms of Use may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Service for illegal or unlawful purposes. If you encounter any Objectionable Content on the Service, then please immediately email Centralin at [email protected]. You acknowledge and agree that Centralin provides you with the ability to report Objectionable Content as a courtesy, and Centralin has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to Centralin. However, Centralin in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing some or all of the User’s User Content and/or reporting the User to law enforcement authorities, either directly or indirectly. By accessing and using the Service, you acknowledge and agree that you may be exposed to Objectionable Content.

39.10 No Liability. For the avoidance of doubt, Centralin will not be liable for any use or misuse of User Content by any User or any third party sublicensee, whether arising from a breach of this Terms of Use or any other agreement entered into between a User or a third party and Centralin.

39.11 FTC Endorsement Guidelines. Notwithstanding any other provision in this Terms of Use, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any User Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service and (ii) make all required disclosures pursuant to the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC.

Follow this link for further information on complying with the FTC’s guidance:

39.12 Feedback. If you choose to provide Centralin with input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant to Centralin a perpetual, irrevocable, non-exclusive, fully-paid and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.

39.13 Engaging with User Content and Other Users. User engagement with User Content and other Users through the Service (e.g., “liking,” “commenting,” “sharing,” “tagging,” “messaging,” or “ranking”) or any External Service for which we provide “sharing” functionality will be tracked and recorded by Centralin. You hereby consent to the monitoring of this activity on the Service.