These Terms of Service (the "Terms") are a binding agreement between you and the entity you represent ("Customer", "you") and Entrevest, LLC, which provides the CentraView platform ("Entrevest", "CentraView", "we", "us", or "our"). They govern your access to and use of the CentraView software-as-a-service platform, websites, applications, APIs, and related services (collectively, the "Service"). By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
If a separate written agreement (for example, a signed order form or master subscription agreement) exists between you and Entrevest covering the Service, that agreement controls where it conflicts with these Terms.
1. Definitions
- "Customer Data" means information, records, and content that you or your Users submit to, upload to, or generate in the Service, including contacts, companies, deals, messages, files, and data imported from connected third-party services.
- "User" means an individual you authorize to use the Service under your account, including your employees, contractors, and — where applicable — a Partner acting on your behalf.
- "Partner" means a channel partner, reseller, or solution provider authorized by Entrevest to market, resell, or provision the Service, or to administer accounts on behalf of Customers.
- "Third-Party Services" means products, services, or integrations not provided by Entrevest that you choose to connect to the Service (for example, Google Workspace, email, or cloud storage).
- "Documentation" means the usage guides and policies Entrevest makes generally available for the Service.
2. Accounts and eligibility
To use the Service you must register an account or be provisioned one by your organization or a Partner. You agree to provide accurate information, to keep it current, and to keep your credentials confidential. You are responsible for all activity under your account and for your Users' compliance with these Terms. Notify us promptly at legal@centraview.com if you suspect unauthorized use. The Service is intended for business use by users who are at least 18 years old; it is not directed to children.
3. License and access
Subject to these Terms, Entrevest grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription or access term. Entrevest and its licensors retain all right, title, and interest in and to the Service.
Restrictions
You will not, and will not permit any User or third party to:
- copy, modify, translate, or create derivative works of the Service, or reverse engineer or attempt to derive its source code, except to the extent this restriction is prohibited by law;
- resell, sublicense, rent, lease, or provide the Service to third parties except as expressly permitted for Partners;
- circumvent or disable any security, usage, or access controls, or access the Service to build a competing product;
- use the Service in violation of law or the rights of others, or to store or transmit malicious code; or
- interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to it or its related systems.
4. Customer Data and ownership
As between the parties, you own and retain all right, title, and interest in your Customer Data. You grant Entrevest a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, maintain, and improve the Service for you, to prevent or address technical or security issues, and as otherwise permitted by these Terms and our Privacy Policy.
Your responsibilities for Customer Data
You are responsible for the accuracy, quality, and legality of Customer Data and for having all rights, consents, and permissions necessary for Entrevest to process it as contemplated by these Terms — including any notice to or consent from the individuals whose personal data you submit, and any consent required to connect a mailbox and import email. You are responsible for maintaining your own backups of Customer Data as appropriate.
Aggregated and de-identified data
Entrevest may generate and use aggregated or de-identified data derived from use of the Service (data that does not identify you, any User, or any individual) to operate, analyze, and improve the Service and for other lawful business purposes.
5. Acceptable use
You agree not to use the Service to:
- send unlawful, infringing, defamatory, harassing, or deceptive content, or unsolicited bulk or "spam" communications in violation of applicable law (including anti-spam laws such as CAN-SPAM, CASL, or GDPR);
- upload or transmit malicious code, or engage in activity that damages, disables, or impairs the Service or others' use of it;
- collect or harvest data about others without authorization, or process special categories of personal data except as permitted by law and your own policies; or
- violate the terms of any connected Third-Party Service, including Google's terms and policies.
We may investigate suspected violations and may remove or disable content or access that we reasonably believe violates these Terms or law. We may also publish or reference a more detailed Acceptable Use Policy, which is incorporated by reference when made available.
6. Third-Party Services and integrations
The Service can interoperate with Third-Party Services you choose to connect, such as Google Workspace, email, and cloud storage. Your use of a Third-Party Service is governed by that provider's terms and privacy policies, and Entrevest is not responsible for Third-Party Services. When you connect one, you authorize Entrevest to access and exchange data with it as needed to provide the features you enable — for example, reading and sending email through a connected mailbox to associate it with your records. You can disconnect a Third-Party Service at any time in your settings; doing so may limit or disable related features. Our handling of data from Google services is described in the Privacy Policy.
7. Partners and resellers
You may access the Service directly from Entrevest or through an authorized Partner. If you obtain or are provisioned the Service through a Partner, these Terms still govern your use of the Service, and the Partner is not authorized to modify these Terms or to make commitments binding on Entrevest. A Partner you authorize to administer your account may access your account and Customer Data to provide services to you; you are responsible for your Partner's access and use as if it were your own, and for your arrangements (including fees) with the Partner. Entrevest is not responsible for services a Partner provides. Partners must be separately authorized by Entrevest and are bound by their own agreements with us.
8. Fees, trials, and beta features
Some plans are offered free of charge or on a trial basis; others may require payment of fees described at the time of purchase or in an order form. Where fees apply, you agree to pay them as invoiced, exclusive of taxes, which are your responsibility, and — unless stated otherwise — fees are non-refundable and paid subscriptions renew for successive terms until cancelled. Trial, evaluation, and beta or early-access features are provided "as is," may be changed or discontinued at any time, and may be subject to additional terms; they are not recommended for production use.
9. Term, suspension, and termination
These Terms apply while you access or use the Service. You may stop using the Service and terminate your account at any time. Entrevest may suspend or terminate your access, with or without notice, if you materially breach these Terms, if required by law, if your use poses a security or legal risk, or (for free or trial use) at our discretion. On termination, your right to use the Service ends. For a reasonable period after termination you may request export of your Customer Data in a standard format; after that period we may delete Customer Data in the ordinary course, subject to legal retention requirements and our Privacy Policy. Sections that by their nature should survive termination — including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and the general provisions — survive.
10. Confidentiality
Each party may access confidential information of the other. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential, including the Service's non-public features and the terms of any order form. The receiving party will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care), will use Confidential Information only to perform under these Terms, and will not disclose it except to those with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, with reasonable notice where permitted.
11. Intellectual property and feedback
The Service, including all software, content, and materials provided by Entrevest (excluding Customer Data), and all related intellectual property rights, are and remain the exclusive property of Entrevest and its licensors. No rights are granted except as expressly stated in these Terms. If you provide suggestions or feedback about the Service, you grant Entrevest a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
12. Privacy and data protection
Entrevest's collection and use of personal information in connection with the Service is described in our Privacy Policy. Where Entrevest processes personal data on your behalf as a processor (or service provider), and where required by applicable data protection law, the parties will enter into a Data Processing Addendum ("DPA"), which is incorporated into these Terms when executed or when made available and referenced by us. You are responsible for your own compliance obligations as a controller of the personal data you submit.
13. Warranties and disclaimers
Each party represents that it has the authority to enter into these Terms. Except as expressly stated, the Service is provided "as is" and "as available," and Entrevest and its licensors and suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Entrevest does not warrant that the Service will be uninterrupted, error-free, or secure, or that it will meet your requirements, and is not responsible for Third-Party Services or for outcomes of decisions made using the Service. Some jurisdictions do not allow certain disclaimers, so some may not apply to you.
14. Indemnification
By you. You will defend, indemnify, and hold harmless Entrevest and its affiliates, officers, and employees from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of or related to (a) your Customer Data or your use of the Service in violation of these Terms or law, (b) your violation of the rights of a third party, including data-protection or privacy rights, or (c) your Users' or authorized Partner's use of the Service.
By Entrevest. Entrevest will defend you against third-party claims alleging that the Service, as provided by Entrevest and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify you for amounts finally awarded or agreed in settlement, provided you promptly notify us, allow us to control the defense, and reasonably cooperate. Entrevest has no obligation for claims arising from Customer Data, Third-Party Services, modifications not made by Entrevest, or use in violation of these Terms. This section states each party's entire liability for third-party infringement claims.
15. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to these Terms or the Service, even if advised of the possibility. Except for your payment obligations, a party's breach of its confidentiality obligations, or amounts owed under the indemnification section, each party's total aggregate liability arising out of or related to these Terms will not exceed the greater of the amounts you paid to Entrevest for the Service in the twelve (12) months before the event giving rise to the liability, or one hundred U.S. dollars ($100). These limitations apply regardless of the theory of liability and form the basis of the bargain between the parties.
16. Governing law and dispute resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty (30) days, it will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, except that either party may bring an individual claim in small-claims court or seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. To the extent permitted by law, disputes will be resolved on an individual basis, and each party waives any right to participate in a class or representative action. If the class-action waiver is found unenforceable, the arbitration provision will be void as to that dispute and it will proceed in the state or federal courts located in Delaware, to whose jurisdiction the parties consent.
17. Changes to the Service and these Terms
Entrevest may modify, enhance, or discontinue features of the Service over time. We may also update these Terms; when we make material changes we will update the "Last updated" date above and provide notice through the Service or by other reasonable means. Changes take effect when posted (or on a later stated date), and your continued use of the Service after they take effect constitutes acceptance. If you do not agree to a change, your remedy is to stop using the Service.
18. General
- Entire agreement. These Terms (with any order form, the Privacy Policy, and any DPA or policies incorporated by reference) are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject.
- Assignment. You may not assign these Terms without Entrevest's prior written consent; Entrevest may assign them in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Notices. Legal notices to Entrevest may be sent to legal@centraview.com; we may provide notices to you through the Service or the contact information on your account.
- No waiver; severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, the remaining provisions remain in effect.
- Relationship. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.
- Export and government use. You will comply with applicable export-control and sanctions laws. The Service is "commercial computer software"; U.S. government end users receive only the rights stated in these Terms.
19. Contact
Questions about these Terms can be sent to legal@centraview.com. CentraView is a platform of Entrevest, LLC.