Auralink Terms of Service
Please read these Auralink Terms of Service carefully. These Terms of Service create an agreement (the “Agreement”) between you and Cenero, LLC
(“Cenero”, “Auralink,” “We,” “Our” or “Us”) regarding your access to and use of the Auralink service and associated software that you are Ordering or registering
to use via the Internet or click to accept process (“Services”). All users must agree to this Agreement before using the Services. If you accept this Agreement
for an entity, you represent that you have the authority to bind the entity to this Agreement. If you do not agree to this Agreement, please click “Cancel” or
“Back” and do not use the Services.
1. Scope of Agreement
This Agreement governs your access to and use of the Services. If you purchased the Services, We agree to provide you the Services for the term specified in a
Statement of Work (“SOW”).
2. Use of the Services
We grant you a limited right to use the Services for your internal business or personal use. You may use the Services only as permitted in this Agreement, any
applicable documentation and the SOW. You will not resell, reframe, distribute, use on a timeshare, outsourced, or service bureau basis, or otherwise directly
commercialize the sale or lease of the use of the Services. You may need to provide additional information in order to register for and/or use certain Services.
You warrant that the information you provide during the registration process is accurate.
Any orders for Services (a “SOW”) are incorporated into this Agreement by this reference. A SOW is effective when you submit it and We provision the Services.
SOW acceptance may be subject to Our credit approval process.
4. Changes to Services
We may enhance and/or change the features of the Services at Our discretion as long as We do not materially reduce the core functionality of the Services.
We may offer additional optional features and/or functionalities in addition to the “standard” Services at an additional cost.
5. Software and Services License and Restrictions
You may need to download and install software to use the Services (“Software”). If so, We grant you a limited, personal, non-exclusive, non-transferable,
non-sublicensable license to use the Software to the extent reasonably required to use the Services and only for the duration that you are entitled to use the
Services. You agree that, unless this Agreement or applicable law allows it, you will not (and will not allow third parties invited by you) to:
- transfer, sublicense, or assign your right under this license to any other person or entity, unless expressly authorized by Cenero in writing;
- modify or adapt or create derivative works of the Software or any associated documentation;
- reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;
- use the Software to access Services other than the Services you are entitled to use;
- republish, frame or distribute the Software or Services to third parties; or
supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions,
announcements, or feature roadmaps to unauthorized third parties.
You may engage a contractor to assist you with your implementation or use of the Services so long as: i) the contractor uses the Services according to this
Agreement; ii) the contractor acts solely for your benefit when it uses or implements the Services, and iii) you have a written agreement in place that protects
Cenero’s intellectual property and proprietary rights. You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Services.
6. Beta Services
We may offer you the opportunity to use and evaluate a “beta” version of the Services (“Beta Services”) to get your evaluation and feedback (“Feedback”).
Beta Services may contain bugs, errors and other problems and you accept the Beta Services “AS-IS.” We give you no warranty of any kind and are not responsible
for any sort of problems or issues related to your use of a Beta Services. You may be required to provide Feedback to use Beta Services. We make no
representations, promises or guarantees that the Beta Services will ever be generally released. We may suspend or terminate access to the Beta Service and delete
any Content or data on the Beta Service without any liability to you.
7. Fees and Payment for the Services
Payment Terms. The fees for the Services, if any, are described in the SOW. The fees may also include overage amounts or per use charges, which will be
described in the SOW, and you agree to pay these amounts or charges if you incur them. You agree that We may charge your credit card or bill you for all
amounts due and owing for your use of the Services. You agree that your credit card information and related personal data may be provided to third parties for
payment processing and fraud prevention purposes.
Late Payment. Any sum not paid by you when due shall bear interest from the due date until paid at the lesser of: (i) 12 percent per annum or (ii) the maximum
rate permitted by law. We may suspend the Services for non-payment of undisputed fees. We are entitled to recover a reasonable amount expended in connection
with the collection of fees not paid when due.
Fee Disputes. You may withhold amounts that you reasonably and in good faith dispute as to the amounts owed. You will pay any undisputed fees. If you withhold
any payment due to a dispute, you must notify Us in writing of any disputed fees within fifteen (15) days of the invoice date and provide Us with written
details about why you dispute the invoice. After We receive notice of the dispute, We will work with you in good faith to resolve the dispute. If we are
unable to resolve the dispute within 30 days, Cenero may terminate the Services after giving you an additional ten (10) days advance written notice.
Taxes. You shall pay all sales, value added, general standard and similar taxes (exclusive of taxes based on Cenero’s net income), levies, duty, or charges
imposed by any governmental authority, related to or arising from Our providing or your use of the Services.
Account Updater Services: Cenero may participate in Account Updater Services or Recurring Billing Programs supported by your payment card provider that you
are enrolled in (“Program”). As part of this Program, your payment card provider may notify Us of a change to your payment card number and/or expiration date.
In accordance with the Program requirements, in the event that We are notified of an update to your payment card number and/or expiration date, Cenero will
automatically update your payment profile on your behalf. Cenero makes no guarantees that we will request or receive your updated payment card information.
You acknowledge and agree they it is your sole responsibility to modify and maintain your account settings, including but not limited to (i) setting your
renewal options and (ii) ensuring your associated payment method(s) are current and valid. Further, you acknowledge and agree that failure to do so may result
in the interruption or loss of Services, and Cenero shall not be liable to you or any third party regarding the same.
8. Term and Termination
Term and Termination of Orders. The “Initial Term” of a SOW starts on the date the Services are available for use by you and lasts for the time period stated
in the SOW. After the Initial Term, unless prohibited by applicable law or the Order states otherwise, there will be an automatic “Renewal Term” of the same
length of time unless you notify Us in writing that you do not want to renew the Services at least thirty (30) days before the end of the Initial or then
current Renewal Term. If the fees will change for the Renewal Term, Cenero will notify you reasonably in advance of the Renewal, and in time for you to accept
or reject renewing the Services. If you agree with the fee changes, you may do nothing and the new fees will apply for the upcoming Renewal Term. Either party
may terminate a SOW by providing the other party written notice of termination at least thirty (30) days before the end of such Initial or Renewal Term. The
termination will be effective on the last day of the Initial or Renewal Term in effect and you will pay for the Services until the end of current Initial or
Renewal Term, regardless of when you provided notice.
Term and Termination of Agreement. This Agreement starts on the date you submit your first SOW or start using the Services, whichever is earlier. Either party
may terminate this Agreement upon thirty (30) days prior written notice to the other party, with or without cause, effective when all of Your SOWs expire or
are terminated. Each party may terminate this Agreement and any impacted SOWs by giving written notice to the other party if the other party materially
breaches this Agreement and does not cure that breach within thirty (30) days after receiving written notice of the breach.
Events upon Termination. If you purchased the Services and this Agreement is terminated for any reason, subject to the Cenero Acceptable Use Policy
(described below): (i) We may make your lawful Content available to you for a reasonable period of time and (ii) you will pay Us for the Services(s) provided
up to the date of termination.
Survival. The following provisions will survive the expiration or termination of this Agreement: Sections 5 and any payment provisions set forth in the SOW
(as to amounts due and owing as of this Agreement’s expiration or termination date), 7, 8(c), 8(d), 10 (to the extent Cenero has such information), 11, 12,
13, 14 and 15. Upon any termination of this Agreement, you must cease any further use of the Services and destroy any copies of Software within your control.
You agree to promptly notify Us of any unauthorized use of your account of which you become aware. You agree to use at least reasonable means to protect your
account name, password and other login information from unauthorized disclosure or use by third parties.
10. Privacy and Data Protection
Content. We will not monitor Content, except: (i) as needed to provide, support or improve the provision of the Services, (ii) investigate potential or
suspected fraud, (iii) where instructed or permitted by you, or (iv) as otherwise required by law or to exercise or protect Our legal rights. “Content” means
all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged
or transmitted on or through your use of the Services or otherwise provided on website or online space related to the Services (a “Site”).
current statement regarding its treatment, use and protection of your Content, located at: http://www.auralink.com or http://www.cenero.com and includes any
applicable Service-specific supplemental privacy information. We will also comply with all applicable data privacy laws in the performance of the Services. As
a part of that compliance, We will use at least industry standard technical, procedural and physical means to protect against unauthorized access, use or
countries or jurisdictions outside your country as a part of the Services. We will obtain appropriate agreements with Our affiliates, subcontractors and
agents consistent with this Agreement and Our Privacy Statement. Additional information about Our privacy practices may be in the applicable documentation,
Consent. You are responsible for obtaining consent from your Users to this collection, use, processing and transfer of Content. “User” means you and your
employees, contractors, agents and/or third parties (invited by you) who use the Services.
Contact. You agree that We may contact you via e-mail or otherwise with information relevant to your use of the Services and your payment obligations. You
also agree to have your name and/or email address listed in the header of certain communications you initiate through the Services.
Ownership of Content. We make no claim to your trade names, logos and other trademarks or service marks (“Marks”) and Content and We will not sell your
Content to third parties.
Responsibility for the Content and Services. You are solely responsible for your and your Users’ Content and your and your Users’ use of the Services. We are
not liable to you, your Users or your customers for any loss or damages arising from any Content. We do not endorse and have no control over what Users submit
to a Site. We cannot guarantee the accuracy of any Content provided by you or by other users.
License. You grant Us a world-wide, royalty-free, sublicensable license to use, modify, reproduce and distribute the Content, only as reasonably required to
provide the Services (e.g., Cenero may encrypt your Content which involves use, reproduction and modification of your Content). Where the Services include a
publicly accessible Site with your Content, We may also publicly perform or publicly display your Content. You warrant that you have sufficient, lawful
non-infringing rights to the Content and to grant the license contained in this Section.
Violation. We do not monitor your Content, Sites, or Use of the Services. You will comply with the Cenero Acceptable Use Policy (“AUP”) located on
http://www.auralink.com or http://www.cenero.com (or as attached to this Agreement).
We may investigate any complaints and violations or suspected violations of this Agreement regarding the Content or violations of the AUP that comes to Our
attention. If We reasonably determine there is a breach of this Agreement regarding the Content or a violation of the AUP We may take action without liability
to remedy the violation (e.g., refuse to post or remove violating Content, or restricting, suspending, or terminating your or your User’s access to a Site or
Services). We will make commercially reasonable efforts to notify you before taking such actions so that you can remedy the issue. However, We reserve the
right to act immediately if We reasonably believe that allowing such Content or use of the Services would expose Us to civil, regulatory or criminal
liability. You agree to indemnify, defend and hold harmless Us from any and all third party claims, liability, damages and/or costs (including, but not
limited to, attorneys’ fees) arising from your or your Users’ violation of the AUP.
12. Warranty and Warranty Disclaimer
To the extent allowed by applicable law, you agree to use the Services at your own risk. You agree that We (including Approved Sources) and Our suppliers and
affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. WE (INCLUDING
APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED
BY APPLICABLE LAW, THE SERVICES AND ANY RELATED SOFTWARE AND/OR SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE WITHOUT WARRANTIES OR CONDITIONS,
EITHER EXPRESS, IMPLIED OR STATUTORY.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES, (i)
EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM
AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY
INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. In addition, the Services are not designed or licensed for use in environments requiring fail-safe controls
(e.g., energy facilities, life support, aircraft navigation/communication systems, or weapons systems).
THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS MAY NOT
APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
13. Limitation of Liability
YOU AGREE THAT CENERO (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) AND ANY APPROVED SOURCE WILL
NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF REVENUES, PROFITS, GOODWILL OR
ANTICIPATED SALES OR SAVINGS, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR INTERRUPTION TO BUSINESS OR WASTED ADMINISTRATIVE TIME. THESE EXCLUSIONS APPLY
REGARDLESS OF THE THEORY OF LIABILITY, OR WHETHER RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, OR OTHERWISE. THESE EXCLUSIONS APPLY EVEN IF CENERO HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF CENERO (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) AND ANY APPROVED SOURCE TO YOU SHALL NOT EXCEED GREATER OF: (I) THE FEES PAID BY YOU TO CENERO OR
ANY APPROVED SOURCE DURING THE TWELVE (12) MONTHS BEFORE THE LAST EVENT THAT GAVE RISE TO YOUR CLAIM OR (II) US$100.00. THIS LIMITATION OF LIABILITY APPLIES
WHETHER THE CLAIMS ARE CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION OF LIABILITY FOR SERVICES IS IN THE AGGREGATE AND NOT PER INCIDENT.
THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
14. Ownership and Proprietary Rights
Ownership. Cenero and its licensors own all intellectual property rights to the Services, Software and associated documentation. This ownership extends to all
copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, your right to use the
Services is a limited right to use, not a transfer of ownership or title, to the Services, Software, and associated documentation. Your rights to use the
Software and associated documentation are limited to those rights expressly granted by this Agreement. You get no other rights to the Software, associated
documentation, or Services or any related intellectual property rights in the Software.
Feedback License. You grant to Us a worldwide, non-exclusive, perpetual, irrevocable license to use or transfer any Feedback you give Us for any purpose. We
can also create and distribute any product or service that incorporates your feedback without paying you any royalties.
Use of Your Name and Logo. The Service may allow use of your Marks with the Service. We may use your Marks to create a co-branded Site as part of delivery of
the Services if so indicated in the Order. Nothing in this Agreement transfers to Us any rights or ownership in or to your Marks.
Infringement Concerns. If you believe that your copyright or other rights have been infringed by Content on the Services, please contact Our Designated Agent
for notice of claims of copyright infringement:
2587 Yellow Springs Road
Malvern, PA 19355
Attn: Legal Department
Assignment. We may assign Our rights and delegate Our obligations in whole or in part to an affiliate or subcontractor without your consent.
Other than the above, neither party may assign or delegate this Agreement.
Order of Precedence and Integration. If any provision of this Agreement and any SOW conflict, the terms of the SOW shall control. This Agreement (including
any documents or sites that are incorporated into the Agreement) is the entire agreement between the parties with respect to the Services and trumps any
conflicting or additional terms. Neither party shall be bound by any additional or different terms from those in this Agreement that might appear in any
acknowledgements, purchase orders, quotations, proposals, or in any other communications between us, unless those terms are expressly agreed to by a written
signed amendment to this Agreement. Any warranties or representations you relied on to enter into this Agreement are in this Agreement.
Updates to this Agreement. We may update the terms of this Agreement from time to time. If We do, We will post the updated terms or will otherwise notify you.
If you renew the Term, or purchase additional Services, after the updated Agreement has been posted, you agree to the updated terms unless your existing
Agreement with Us expressly prohibits updating the Agreement by this mechanism.
Force Majeure. Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such
causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic,
shortage of materials, acts of terrorism, or the stability or availability of the Internet or connectivity outside of the control of a party.
- Waiver. Failure to enforce any right under this Agreement will not waive that right.
- Severability. If any particular term of this Agreement is not enforceable, this will not affect any other terms.
Legal Compliance. You will comply with all applicable laws and regulations related to your receipt and use of the Services. These laws include
(without limitation): (a) privacy laws and regulations, (b) laws relating to the recording of communications, (c) laws relating to the use of VoIP-based
services, and (d) anti-corruption laws. It is your sole responsibility to ensure you have the right to use all features of the Services in your jurisdiction.
The Services may not be available in all countries and it may not be available for use in any particular location. We may modify or discontinue Services
features to comply with applicable laws and regulations. Cenero will comply with all applicable laws in the provision of the Services to you.
Export Compliance. The Services and Software are subject to local and extraterritorial export control laws and regulations. You shall comply with such laws
and regulations governing use, export, re-export, and transfer of Services and Software and will obtain all required local and extraterritorial
authorizations, permits or licenses. You and your Users will not use the Services from an embargoed country (currently Cuba, Iran, North Korea, Sudan and
Syria). You warrant that you and your Users are not on any U.S. Government denied party list. The export obligations under this Section shall survive the
expiration or termination of this Agreement.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, U.S.A. The parties
consent to the exclusive jurisdiction and venue of the state courts located in and serving Chester County, Pennsylvania and the federal courts in
Regardless of the above governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged
breach of such party's intellectual property or proprietary rights.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the parties.
- Governing Language. This Agreement has been written in the English language, and the parties agree that the English version will govern.
Third Party Products. Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your
use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that We shall have no
liability or obligation relating to those services or goods.
Notices. We may provide you with notice via email, regular mail and/or postings on Our websites. Notices to Us should be sent to Cenero, Legal Department,
2587 Yellow Springs Road, Malvern, PA 19355 unless this Agreement or a SOW specifically allows other means of notice.