Terms and Conditions

CUSTOMER (or “You”) and your company’s use of our website, http://www.projectcenterline.com, social media, and/or PROJECT CENTERLINE LENDING SOFTWARE (“SaaS”), whether web or mobile-based (collectively, “Digital Property”) is at all times subject to these Terms and Conditions (“Terms and Conditions”), our Terms of Use, and our Privacy Policy.

License & Restrictions: We grant you a non-exclusive, non-transferable, limited privilege to access and to use the Digital Property with supported browsers through the Internet, subject to these Terms and Conditions, Privacy Policy, Terms of Use, and Master Service Agreement (collectively, the “Agreements”). You shall not permit the Digital Property to be used by or for the benefit of unauthorized third parties. Nothing in the Terms and Conditions shall be construed to grant you any right to disclose, sublicense, transfer or assign rights to access or use the Digital Property, except as otherwise noted. All rights not expressly granted to you are reserved by us. Except as expressly authorized by PROJECT CENTERLINE LLC, you agree not to: (1) modify, rent, lease, sell, distribute, or make derivative works based upon the Digital Property; (2) upload any financial documents, including loan documents, or personal financial information to the Digital Property; or (3) reverse engineer, compile, or access the Digital Property in order to (a) build a competitive product or service; (b) build a product using similar features, functions, or graphics of the Digital Property; or (c) copy any features functions or graphics of the Digital Property, in whole or in part. You further acknowledge and agree that, as between the parties, we own all right, title, and interest in and to the Digital Property, including all intellectual property rights therein.

Security, Passwords, and Means of Accessing the Digital Property: You agree not to access or use the Digital Property in any manner that could damage, disable, overburden, or impair any user accounts, computer systems, networks, or the Digital Property. You agree not to attempt to gain unauthorized access to any parts of the Digital Property, computer systems, or networks. You agree not to interfere or attempt to interfere with the proper working of the Digital Property or any PROJECT CENTERLINE LLC account, including your company’s account, access Digital Property, or PROJECT CENTERLINE LLC computer systems or networks. You agree not to use any robot, spider, scraper or other automated means to access the site or any PROJECT CENTERLINE LLC accounts, computer systems, or networks.

The Digital Property may require you to open an account and provide PROJECT CENTERLINE LLC with current, complete and accurate information as required by the applicable form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Digital Property is restricted to authorized users only. You agree not to share your password(s), account information, or access to the Digital Property with any other person. You are responsible for maintaining the confidentiality of passwords and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Digital Property. You agree to notify PROJECT CENTERLINE LLC immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms and Conditions. Any information, data, or communications that You share to PROJECT CENTERLINE LLC or share, store, or save in the Digital Property is no longer confidential and you no longer have a reasonable expectation of privacy to it.

No Unlawful or Prohibited Use: You agree not to use the Digital Property for any unlawful purpose or otherwise prohibited by the Agreements. You agree that you will neither use the Digital Property in any way that is: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights; (g) you do not have the right and authority to enter use; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer.

Indemnity: To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless PROJECT CENTERLINE LLC, its owners, officers, members, managers, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, due to or arising out of your use of the Digital Property or the information in the Digital Property.

Termination of Use: You agree that PROJECT CENTERLINE LLC, in its sole discretion, may at any time discontinue providing or limit access to the Digital Property. You agree that PROJECT CENTERLINE LLC shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, any of its Digital Property.

Disclaimer of Warranties: UNLESS OTHERWISE AGREED IN WRITING, ALL INFORMATION, MATERIALS, AND PROCESSES INCLUDED IN THE DIGITAL PROPERTY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES WHATSOEVER. PROJECT CENTERLINE LLC EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PROJECT CENTERLINE LLC DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE DIGITAL PROPERTY.

PROJECT CENTERLINE LLC DOES NOT WARRANT THAT (1) THE DIGITAL PROPERTY WILL MEET YOUR SPECIFIC REQUIREMENTS, (2) THE DIGITAL PROPERTY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DIGITAL PROPERTY WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OR ASSOCIATED WITH THE DIGITAL PROPERTY WILL MEET YOUR EXPECTATIONS, AND (5) ANY ERRORS IN THE DIGITAL PROPERTY WILL BE CORRECTED.

PROJECT CENTERLINE LLC DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION, CONTENT, OR ADVICE OBTAINED THROUGH OR BY USE OF THE DIGITAL PROPERTY BUT NOT INCLUDED IN THESE TERMS AND CONDITIONS.

PROJECT CENTERLINE LLC DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE DIGITAL PROPERTY.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE DIGITAL PROPERTY IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR LOSS OF DATA THAT RESULTS FROM THE SUBMISSION OR DOWNLOAD OF SUCH CONTENT.

Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL PROJECT CENTERLINE LLC BE LIABLE TO YOU FOR ANY CLAIM RELATING TO THE AGREEMENTS, DIGITAL PROPERTY, OR ITS SUBJECT MATTER. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OF, MISUSE OF, RELIANCE ON, PERFORMANCE OR NON-PERFORMANCE OF THE DIGITAL PROPERTY, OR THE INABILITY TO USE THE DIGITAL PROPERTY, OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, IS LINKED, OR IS RELATED IN ANY WAY TO THE DIGITAL PROPERTY; (ii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE DIGITAL PROPERTY(INCLUDING DAMAGES INCURRED BY THIRD PARTIES); (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE DIGITAL PROPERTY; OR (vi) ANY OTHER MATTER RELATING TO THE DIGITAL PROPERTY. IN NO EVENT WILL PROJECT CENTERLINE LLC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED AN AMOUNT EQUAL TO THAT ACTUALLY PAID BY CUSTOMER TO PROJECT CENTERLINE LLC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSIONS GIVING RISE TO THE CLAIM.

Without limiting the foregoing, under no circumstances shall PROJECT CENTERLINE LLC be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, global pandemics, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION, OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THESE TERMS AND CONDITIONS DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

General: These Agreements will be governed by and construed in accordance with the laws of the State of California with you consenting to jurisdiction in Santa Clara County Superior Court or the Northern District of California, at PROJECT CENTERLINE LLC’s sole election, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these Agreements to be unenforceable, the remainder of the Agreements will continue in full force and effect. These Agreements constitute the entire agreement between the parties and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (including, but not limited to, any prior versions of the Agreements). Any waiver of any provision of the Agreements will be effective only if in writing and signed by an authorized representative of PROJECT CENTERLINE LLC. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, use of the Digital Property or the Agreements must be filed within one (1) year after such claim or cause of action arose or be forever barred. 

Termination for Convenience. Either party may terminate this Contract upon fifteen (15) days written notice to the other party for any reason without penalty.

Scope of Inspection: Inspections are provided by a third-party or by PROJECT CENTERLINE LLC. The pertinent terms of the scope of the inspection are provided here.

This inspection is a limited visual industry standard examination of certain readily accessible systems and components using normal operating controls and opening readily openable access panels. The purpose of the inspection is to validate that construction tasks have been performed per the draw request. 

The inspector is a generalist and may not be a licensed engineer or expert in any specific craft or trade. If the inspector recommends further action, including (but not limited to) consulting with a specialized expert(s), any such further action is not included in the Fee. This inspection is not technically exhaustive.

A digital inspection report with pictures will be provided describing the inspected areas per the draw request. The report will identify the following: (a) which systems and components designated for inspection are, in the professional opinion of the inspector, are significantly deficient or not accurate per the construction drawings. Reports will be submitted within twenty-four (24) hours of performing the site visit. The inspector may report observations and conditions in addition to those identified herein or excluding systems and components from the inspection if agreed to in writing.

Contact Information: If you have any questions regarding these Terms and Conditions, direct them to: legal@projectcenterline.com