Clickwrap / Self-Service Terms — Florida Governing Law — v1.0
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Acceptance; Authority; Order of Precedence
1.1 Acceptance. This End User License Agreement ("EULA") is a binding legal agreement between 360 Centric, Inc., a Florida corporation ("360 Centric", "we", "us") and the entity or individual accepting or using the Software ("Customer", "you"). By clicking "I Agree", creating an account, or accessing or using the Software, you agree to this EULA.
1.2 Authority. If you accept this EULA on behalf of an entity, you represent and warrant you have authority to bind that entity. If you do not have authority, you must not accept this EULA or use the Software.
1.3 Relationship to Other Agreements. If Customer and 360 Centric have executed a written Master Services Agreement ("MSA") or Order Form that expressly governs the Software, that agreement controls in the event of conflict; otherwise, this EULA governs.
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Definitions
"Authorized Users" means Customer’s employees, contractors, and agents authorized by Customer to access the Software under Customer’s account.
"Client Data" means all data, documents, and information submitted to the Software by or on behalf of Customer or its clients.
"Documentation" means end-user documentation and help content made available by 360 Centric.
"Software" means the 360 Centric hosted platform, including features, modules, updates, and Documentation.
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License Grant; Access Model
3.1 License. Subject to this EULA, 360 Centric grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Software during the Term solely for Customer’s internal business purposes.
3.2 Hosted Service. The Software is provided as a hosted service. Customer receives no title to, or ownership interest in, the Software or any copies.
3.3 Updates. 360 Centric may modify, update, or discontinue features. If a change materially reduces core functionality for Customer’s subscribed plan, Customer’s sole remedy is to terminate use and receive any refund expressly required by an applicable Order Form or mandatory law.
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Customer Responsibilities; Account Security
4.1 Responsibility for Users. Customer is responsible for all use of the Software under its account, including acts and omissions of Authorized Users.
4.2 Credentials. Customer will keep credentials confidential, use reasonable security measures, and promptly notify 360 Centric of suspected unauthorized access.
4.3 Compliance. Customer will comply with all applicable laws and professional obligations (including confidentiality obligations to clients and regulators) and will ensure Authorized Users do the same.
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Restrictions
Customer and Authorized Users will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code; (b) circumvent security controls; (c) access the Software to build a competing product; (d) use the Software to provide time-sharing, service bureau, or managed services to third parties except as expressly permitted for Customer’s own clients; (e) upload malware or attempt to disrupt the Software; (f) remove proprietary notices; or (g) use the Software in a way that violates law or infringes third-party rights.
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Data; Audit Logs; Professional Responsibility Boundaries
6.1 Client Data. Customer retains ownership of Client Data. Customer represents it has all rights and consents necessary to provide Client Data to 360 Centric for processing.
6.2 Audit Logs. The Software may create immutable logs and records of actions (e.g., view, upload, approve, sign, export) for security, compliance, and dispute-defense purposes. Logs are informational and do not, by themselves, constitute professional advice or determinations.
6.3 No Professional Advice. The Software provides workflow governance and recordkeeping. It does not provide accounting, tax, legal, or other professional advice. Customer remains solely responsible for professional judgments, supervision, review, filings, and deliverables.
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Intellectual Property; Feedback
7.1 Ownership. The Software and Documentation are owned by 360 Centric and its licensors and are protected by intellectual property laws.
7.2 Feedback. If Customer provides suggestions or feedback, Customer grants 360 Centric a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the feedback without restriction.
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Confidentiality
Each party may receive Confidential Information of the other. "Confidential Information" means non-public information designated as confidential or that should reasonably be understood as confidential. The receiving party will protect Confidential Information using reasonable care, use it only to perform under this EULA, and limit access to those with a need to know. Confidentiality obligations do not apply to information that is independently developed, publicly available without breach, or rightfully received from a third party. If required by law, the receiving party may disclose Confidential Information with notice where legally permitted.
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Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, 360 CENTRIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
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Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) 360 CENTRIC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) 360 CENTRIC’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS EULA WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO 360 CENTRIC FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THEORY OF LIABILITY.
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Term; Suspension; Termination
11.1 Term. This EULA begins on acceptance and continues until terminated ("Term").
11.2 Suspension. 360 Centric may suspend access if necessary to protect the security or integrity of the Software, to comply with law, or for Customer’s material breach.
11.3 Termination. Either party may terminate for material breach if not cured within thirty (30) days after written notice. Upon termination, Customer must cease use of the Software.
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General; Governing Law
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Exclusive venue and jurisdiction for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located in Escambia County, Florida, and each party irrevocably submits to such jurisdiction and venue.
12.2 Assignment. Customer may not assign this EULA without 360 Centric’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound.
12.3 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.
12.4 Entire Agreement. This EULA is the entire agreement regarding the Software for self-service use unless superseded by a written MSA.
12.5 Headings. Headings are for convenience only. Yes, someone did read this.