Terms of Service - Centercode Labs

Effective Date: October 1, 2025

TLDR;

What this is: Binding agreement between you and Centercode for using our Sites
Permitted use: Non-commercial purposes only, following strict rules of acceptable use
Prohibited activities: No harmful, unlawful, or unauthorized activities (infringement, hacking, impersonation, malicious code, etc.)
Your responsibilities: Ensure content you provide is legal and respects intellectual property rights
Our ownership: Centercode retains ownership of all Site content and has broad rights to use your feedback
AI & third-party content: May be inaccurate or insecure - use at your own risk
Not legal advice: Nothing on our Sites constitutes legal advice or should replace consulting an attorney
Limited liability: We disclaim all warranties and limit our liability to $20 total
Your obligations: You must indemnify Centercode for any violations of these terms
Dispute resolution: Governed by California law with DMCA procedures for copyright issues
Changes to terms: We can update these terms anytime - continued use means you accept changes

Introduction & Acceptance

Centercode, Inc. ("Centercode," "we," "our," or "us") owns and operates each website that links to these Website Terms of Use (each, a "Centercode Labs Site" and collectively, the "Sites"). By accessing or using the Sites, or by providing content to us to post on the Sites, you agree to these Website Terms of Use (the "User Terms").

Among other things, these User Terms form a contract between you and us. The User Terms:

Govern your access and use of the Centercode Sites, including the limitation of our liability to you and our disclaimer of warranties;
Contain our rules for acceptable use of the Centercode Sites that you must follow;
Contain your promises about the data that you post or ask us to post on the Centercode Sites;
Explain that the Centercode Sites and information and downloads available through these sites, including sample contracts, do not constitute legal advice, are not suited to any particular situation or jurisdiction’s laws, and should not be relied on as a substitute for consulting with an experienced attorney;
Describe our rights to our intellectual property;
Describe our rights to feedback and suggestions you provide to us;
Describe our remedies in the event you violate these User Terms;
Describe the Digital Millennium Copyright Act process; and
Direct you to the privacy policies that apply to you.

The terms "we," "our," and "us" in these User Terms refer to Centercode, Inc. We reserve the right to modify these User Terms at any time without prior notice. Your use of the Centercode Sites after any modification constitutes your agreement to be bound by the modified User Terms.

Use of the Sites

You may use the Sites and the content and information available through them solely for non‑commercial purposes or to learn about our services, and only in compliance with these User Terms.

Acceptable Use Policy

To ensure a safe and productive experience, you must comply with this Acceptable Use Policy. If we believe a violation is deliberate, repeated, or presents a credible risk to other users, our services, our customers, the Sites, or any third party, we may suspend or terminate your access with or without notice.

Do:

Comply with these User Terms and this Acceptable Use Policy;
Comply with all applicable laws and regulations, including intellectual property, data, privacy, and export controls; and
Promptly notify us if you suspect illegal or unauthorized activity.

Do not:

Upload or share any data, files, or information (or provide to us to upload) unless you own or have all required rights to do so;
Supply information that infringes or misappropriates others’ rights (including trademark, copyright, or other IP);
Provide or link to content that is obscene, threatening, harassing, libelous, false, defamatory, tortious, offensive, pornographic, or unlawful;
Upload, transmit, or provide for upload any virus, Trojan horse, worm, or other harmful code or technology that unlawfully accesses, downloads, blocks, or interferes with content or information;
Reverse engineer, decompile, hack, access or discover source code, disable, interfere with, disassemble, modify, copy, create derivative works from, translate, or disrupt the features, functionality, integrity, or performance of a Site or any data in it (including any mechanism used to restrict or control functionality);
Gain unauthorized access to any Site or related systems or networks, or circumvent security or monitoring;
Access a Site to build a similar or competitive product or service, or copy any content, ideas, features, functions, or graphics;
Use a Site in any manner that harms minors or violates laws governing the collection of personal data about minors;
Impersonate any person or entity, including any Centercode employee, or misrepresent your affiliation;
Use a Site or our services or content to provide material support or resources to any organization designated by the U.S. government as a foreign terrorist organization or otherwise restricted;
Access, search, or create accounts for any Site by means other than our publicly supported interfaces and in compliance with these Terms (e.g., no scraping or bulk account creation);
Send unsolicited communications, promotions, advertisements, or spam;
Send altered, deceptive, or false source-identifying information (including spoofing or phishing);
Abuse referrals, incentives, or promotions;
Use, create lists of, or share contact or other user information obtained from your use of any Site; or
Attempt, authorize, permit, enable, induce, or encourage any third party to do any of the above.

If you see inappropriate behavior or content, report it to security@centercode.com.

User Content You Post or Provide

You represent and warrant that you have all rights necessary to provide any content you post on or through any Site, or provide to us to post (collectively, "User Content"), including any required third‑party authorizations. You represent that providing or posting the User Content will not breach any agreement (e.g., NDA or proprietary rights agreement), infringe or violate any IP or privacy/publicity rights, or violate law. You will not provide User Content (including links) that is obscene, threatening, harassing, libelous, false, defamatory, tortious, offensive, pornographic, fraudulent, or unlawful. You represent and warrant that all User Content complies with these User Terms.

Personal Data & Privacy

Your use of the Centercode Sites is subject to the Privacy Policy.

Our Intellectual Property; Feedback

The Sites and their content (including text, graphics, logos, software, and downloads) are protected by intellectual property laws and belong to Centercode or its licensors. Except as we expressly allow, you may not copy, reproduce, modify, publish, share, sell, lease, rent, transmit, or create derivative works based on the Sites or their content.

If you provide feedback, ideas, or suggestions ("Feedback"), you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty‑free license to use and incorporate that Feedback into our products and services without payment or condition.

Links to Third‑Party Sites

The Sites and our emails may contain links to third‑party websites. We are not responsible for those websites or their content, terms, or privacy practices. Your use of third‑party websites is at your own risk and subject to their terms and policies.

AI Features & Disclaimers

Some Sites or features (including Centercode Labs apps and other AI‑powered functionality, collectively "AI Features") may generate or transform content using artificial intelligence models and may connect to third‑party AI or analytics services. AI‑generated outputs may be inaccurate, incomplete, biased, or out of date.

Do not rely solely on AI outputs for important decisions, and do not input confidential, personal, health, or financial information. Always verify critical information independently. Your use of AI Features is at your own discretion and risk.

Downloads

The Sites may offer opportunities to download content ("Downloaded Content"). We do not guarantee that Downloaded Content will be free of viruses or other harmful code.

No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CENTERCODE, NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTENT AUTHORS, AGENTS, SERVICE PROVIDERS, LICENSORS, BUSINESS PARTNERS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, OR CONTRACTORS (THE "CENTERCODE PARTIES") MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE CENTERCODE SITES, OR THE CONTENT PROVIDED THROUGH THOSE SITES, WHICH ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE CENTERCODE PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THESE SITES AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Application of Consumer Law

The Sites are intended for use by businesses and organizations. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.

No Legal Services or Advice

Centercode is not a law firm and does not provide legal services. The Sites, content available on them, and Downloaded Content—including example contract forms and clauses ("Contract Forms")—are not legal advice and are not a substitute for consultation with a licensed attorney. Every matter is different, and appropriate use of any information or form depends on specific facts and applicable law. No Centercode Party renders legal or professional services by making such information or Contract Forms available.

No Warranties. We do not represent that any information or Contract Form will meet your specific goals, protect your interests, or be legally sufficient. They are provided without any guarantee, warranty, or representation of any kind.

Content License. You may reference Contract Forms solely to create derivative works for your own internal use. You may not sell or resell Contract Forms. Except as expressly set out in the prior sentence, no license is granted to any Site content or Downloaded Content. All rights are reserved.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL ANY CENTERCODE PARTY HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR ANY OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOST DATA, LOSS OF USE, LOST PROFITS, OR LOST REVENUES, HOWEVER CAUSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE CENTERCODE SITES, OR THE CONTENT AVAILABLE ON THESE SITES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LIABILITY INCLUDING NEGLIGENCE, EVEN IF ANY CENTERCODE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING LIMITATIONS DO NOT LIMIT EITHER PARTY'S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF, AND THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL NOT APPLY TO THE EXTENT (AND ONLY TO THE EXTENT) THE DISCLAIMER OR LIMITATION IS PROHIBITED BY APPLICABLE LAW. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW ALL EXCLUSIONS OF LIABILITIES ABOVE, IN THE EVENT ANY CENTERCODE PARTY IS NEVERTHELESS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS, OR HARM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE CENTERCODE SITES, OR THE CONTENT AVAILABLE ON THESE SITES, YOU AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF THE CENTERCODE PARTIES SHALL IN ALL CASES BE LIMITED TO TWENTY DOLLARS ($20) IN THE AGGREGATE.

Indemnification

You are responsible for your actions on the Sites, your use of Downloaded Content, and User Content you provide. You agree to indemnify, defend, and hold the Centercode Parties harmless from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your violation of these User Terms or misuse of the Sites, content, or Labs Apps.

Digital Millennium Copyright Act ("DMCA") Policy

We respect the IP rights of others and require the same of visitors and contributors. If you own a copyright or are authorized to act on behalf of an owner and want to file a DMCA complaint, send a notice to legal@centercode.com (or by mail) that includes:

A description of the copyrighted work;
A description of the material you claim is infringing and its URL;
Your address, telephone number, and email address;
The statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law.”
The statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright.”
Your electronic or physical signature.

We may disable or terminate accounts in appropriate circumstances. Be aware that you may be liable for damages (including costs and attorneys' fees) if you knowingly materially misrepresent infringement.

Notices Under User Terms

Unless we specify otherwise, all notices under these Terms must be by email. Privacy notices: privacy@centercode.com. Legal and DMCA notices: legal@centercode.com. Alternatively, mail:

Centercode, Inc.
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
Attn: Legal Department

Email notices are deemed given the day after sending; mailed notices when received.

Entire Agreement; Waiver

These User Terms are the entire agreement between you and Centercode regarding the Sites and Labs Apps. No failure or delay in exercising any right constitutes a waiver. Any waiver must be in writing and signed by an authorized representative.

Severability

If any provision is held contrary to law by a court of competent jurisdiction, it shall be modified and interpreted to best accomplish the original provision's objectives to the fullest extent permitted, and the remaining provisions shall remain in full force and effect.

Assignment

You may not assign these User Terms or your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld). We may assign these Terms in their entirety, without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

Governing Law; Venue

These User Terms and any disputes arising out of or related to these Terms, the Sites, Downloaded Content, Labs Apps, or User Content are governed by the laws of the State of California, without regard to conflicts‑of‑laws rules. The state and federal courts located in Orange County, California have exclusive jurisdiction, and each party consents to such courts.

Modifications to the Terms

As our business evolves, we may change these Terms. We will call out material changes by email or via the Sites. Material revisions become effective on the date set forth in our notice; all other changes become effective when published. Your continued use after the effective date constitutes acceptance.

Contacting Centercode

For general inquiries, contact support@centercode.com or write to:

Centercode, Inc.
23422 Mill Creek Drive, Suite 105
Laguna Hills, CA 92653
USA