Centr Moves That Matter Initiative - Initiative Details and Terms & Conditions

INITIATIVE DETAILS SCHEDULE

Centr's campaign, Moves That Matter (the “Initiative” or "Promotion"), motivates users to create healthier habits in 2023. In partnership with Good Sports, a national non-profit driving equitable access in youth sports and physical activity, Centr will encourage its users to support children’s health by coming together through fitness. The goal of the Initiative campaign is to motivate Centr users to bank active minutes in support of a healthy milestone goal and a charitable donation to Good Sports. This Initiative Details Schedule (“Schedule”) sets out the details which govern the Initiative. The Schedule must be read together with the Terms and Conditions (“Terms and Conditions”), which are attached hereto and incorporated herein by this reference and collectively with the Schedule make up the entirety of the Initiative “Official Rules”. By entering (or otherwise participating) in the Promotion, entrants agree to these Official Rules, which create a binding contract, so read them carefully before entering.

Promotion Name
CENTR Moves that Matter Initiative

Promoter/Sponsor
Centr LLC, 255 Airport Circle Ste 101, Corona CA 92878-5027 (“Promoter”)

Promotion Period
The Promotion starts at 00:00 am AEDT on Monday January 2 2023. The Promotion closes at 11:59 pm USPT on Sunday December 31 2023 (“Promotion Period”).

Eligible Persons
A current user of CENTR during the Promotion Period OR a new user of CENTR who signs up via the website during the Promotion Period (“entrant” or “you”).

Entry Procedure
There are two (2) methods of entry into the Promotion.

For new users of CENTR, you must sign up on the Centr website during the Promotion Period. After signing up, you will automatically be considered an entrant of the Initiative, and every time you complete a workout, recipe, or meditation with Centr during the Promotion Period, your workout minutes will be logged by Centr and counted towards the Initiative's community fundraising goals. A limited free four (4) week trial will be offered to new users of CENTR in the month of January 2023.
For current users of CENTR, you will automatically be considered an entrant of the Initiative, and every time you complete a workout, recipe, or meditation with Centr during the Promotion Period, your workout minutes will be logged by Centr and counted towards the Initiative’s community fundraising goals.

Cancelling your membership during the Promotion Period (regardless of whether you are an existing member, or sign up during the Promotion Period), will not affect your eligibility in the Promotion.

Entry Restrictions
The entrant is responsible for having full and ongoing access to their email account. Internet and data charges apply and are the responsibility of the entrant.

Initiative Goals
The Initiative is a giveback partnership that will donate proceeds to Good Sports for every healthy minute milestone reached. Everything in the platform’s library will all count towards the healthy minute milestones, so users can choose between Centr’s workouts, meditations and nutrition content to contribute to the final goal. The partnership will kick off on January 2, 2023 and continue through the end of the year as a commitment to helping children gain equitable access to sports and physical activity.

For every goal listed below, Centr will donate the corresponding amounts to Good Sports.

Thirty million (30,000,000) community minutes reached, Centr will donate fifty thousand US Dollars ($50,000).

Eighty million (80,000,000) community minutes reached, Centr will donate fifty five thousand US dollars ($55,000).

One hundred and fifty million (150,000,000) community minutes reached, Centr will donate sixty thousand US dollars ($60,000).

Two hundred million (200,000,000) community minutes reached, Centr will donate sixty five thousand US dollars ($65,000).

Three hundred million (300,000,000) community minutes reached, Centr will donate seventy thousand US dollars ($70,000).

Privacy
By entering the Promotion, the entrant consents to receipt of any commercial electronic messages regarding the Initiative from the Promoter. The collection, use and disclosure of personal information provided in connection with this competition are governed by the Official Rules and Centr’s privacy policy.

TERMS AND CONDITIONS

1. These Terms and Conditions (“Terms and Conditions”) incorporate and must be read together with the Schedule for the Promotion. The Schedule prevails to the extent of any inconsistencies with these Terms and Conditions. Entry into this Promotion constitutes acceptance of the Schedule and these Terms and Conditions (collectively, the “Official Rules”).

2. The Promoter is Centr LLC, a Delaware limited liability company, whose registered address is 255 Airport Circle Ste 101, Corona CA 92878-5027.

3. Any capitalised terms used in these Terms and Conditions have the meaning given in the Schedule, except where stated otherwise. Unless the contrary intention appears, a reference in these terms to the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency or entity.

ELIGIBILITY TO ENTER
4. Entry to the Promotion is open only to Eligible Persons as described in the Schedule and meet the Entry Restrictions (if any).

ENTRY
5. The Promotion will be conducted during the Promotion Period.

6. All valid entries received during the Promotion Period will be entered in the Promotion.

7. Entries must be received by the Promoter during the Promotion Period. All entries are deemed to have been received at the time of receipt into the Promoter's database and not at the time of transmission by the entrant.

8. If the Promotion involves entry via a website, the cost of accessing the website will be dependent upon the Entrant's individual Internet Service Provider.

ENTRY VALIDITY
9. Entries submitted by persons who are not Eligible Persons will be deemed invalid.

10. If an entry is invalid or if an entrant is unable or refuses to take part in any element of this Promotion, the Promoter reserves the right to discard that entrant’s entry and proceed as if that entrant had not entered the Promotion.

CANCELLATION OF PROMOTION
11. If, for any reason, the Promotion is not capable of being run or offered as planned, including, but not limited to, infection by computer virus, bugs, tampering, unauthorised intervention, fraud or any other causes beyond the control of the Promoter, which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Promotion, the Promoter reserves the right in its absolute discretion to take any action that may be available to it. Any actions are subject to applicable laws, rules and regulations and may include cancellation, termination, modification or suspension of the Promotion. The Promoter is not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in an entrant's email or other account to receive messages. CAUTION: ANY ATTEMPT TO DAMAGE THE CONTEST WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, PROMOTER MAY DISQUALIFY ANY SUCH INDIVIDUAL AND RESERVES THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

12. The Promoter may also cancel, suspend or modify the Promotion if the delivery of the donations are prevented or hindered by any external event beyond the control of the Promoter, including, but not limited to, vandalism, power failure, tempest, natural disaster, acts of God, civil unrest, strikes or other industrial action. If the Promotion is not capable of being run as planned, for reasons outlined above, the Promoter will not be liable for any loss or damage of any kind to entrants arising out of any resultant action taken by the Promoter.

PRIVACY AND INFORMATION
13. The Promoter may collect and share certain personal information provided by entrants when participating in this Promotion in accordance with the terms of Centr’s privacy policy (https://centr.com/article/show/5293/privacy-policy).

INDEMNITY AND LIABILITY
14. Unless required by any law, including the Australian Consumer Law, the Promoter, its related bodies corporate and their respective officers and employees, its agents, its contractors, its associated entities and their respective officers will not be liable for any loss (including, but not limited to, indirect, special or consequential loss, loss of opportunity or loss of profits), expense, damage, personal injury or death (except as stated below) which is suffered or sustained in connection with any part of this Promotion (including entry, collection of entrant details, and promotion of this Promotion, except for any liability which cannot be excluded by law (in which case that liability is limited to the minimum extent allowable by law). By participating in the Promotion, entrant agrees to indemnify, release, discharge and hold harmless the Promoter, and each of their respective directors, officers, employees, agents, successors and assigns, from and against and any and all claims, liability, costs, losses, damages or injuries of any kind arising out of or related to entrant’s participation in the Promotion (including, without limitation, losses, damages or injuries to entrant’s or any other person’s equipment or other property, or to their persons, related to participation in the Promotion; or arising out of any violation of rights of publicity or privacy, or claims of defamation or portrayal in a false light; or based on any claim of infringement of intellectual property or other rights; or from any typographical, human or other error in the printing, offering, selection, operation or announcement of any Promotion activity).

15. If requested by the Promoter, any entrant (or if an entrant or companion is not an adult/above the age of majority where they reside, their parent or guardian) must sign an indemnity, release and exclusion of liability form (provided by the Promoter) in favour of all parties involved in this Initiative prior to undertaking any specified activities forming part of the Initiative. If any entrant or parent/guardian (if applicable) does not sign the indemnity, release and exclusion of liability form provided by the Promoter, within the time requested by the Promoter, the relevant entrant’s entry will be deemed invalid.

16. If other entities are conducting the promotion in conjunction with the Promoter, the Promoter is not liable for any error made by the other entity when communicating details of the Promotion, the entry process, and promoting the Promotion.

For UK Residents Only: Regardless of anything else stated in these Terms and Conditions, nothing in these Terms and Conditions, or terms that are incorporated into these Terms and Conditions, shall in any way limit or exclude any liability of the Promoter for (a) death or personal injury caused by negligence, (b) fraud, or (c) any other type of liability that may not be lawfully limited or excluded.

GENERAL
17. The Promoter reserves the right, in its sole discretion, to verify the validity of entries and to disqualify any entrant who tampers with the entry, or who submits an entry which is not in accordance with these Terms and Conditions, or who the Promoter has reason to believe has breached any of these Terms and Conditions, or has engaged in any unlawful or other improper misconduct calculated to jeopardise the fair and proper conduct of the Promotion. The Promoter’s legal rights to recover damages or other compensation from such an offender are reserved.

18. Failure by the Promoter to enforce any of its rights at any stage does not constitute a waiver of those rights.

19. The Promoter may at its absolute discretion prohibit an entrant’s participation in this Promotion, if the entrant or any companion(s) are, in the reasonable opinion of the Promoter, under the influence of alcohol or drugs, behaving aggressively, disruptively, or in a manner which may diminish the good name and reputation of the Promoter or its products and brands, or are engaging in conduct that is misleading, deceptive, contrary to law or is otherwise inappropriate.

20. The Promoter’s decisions in connection with the Promotion are final and no correspondence will be entered into.

21. No responsibility will be taken for unsuitable, lost, deleted, late or misdirected entries. The Promoter is not responsible for technical difficulties with the entry mechanism and does not warrant that the entry mechanism will be available at all times.

22. Entries which are to be published on a website will be subject to a moderation process before being visible on the website.

23. Entrants acknowledge that there may be inherent risks in some aspects of the Promotion and that participation in the Promotion may involve participating in dangerous activities. By entering this Promotion, entrants accept that risk for themselves and for their companion(s) (if applicable).

24. In order to participate in this Promotion and/or the related activities, the entrant must comply with applicable health, fitness, skill, balance, dexterity and any other requirements normally associated with the particular activity. It is the entrant’s responsibility to ensure that they are sufficiently healthy and fit so as to safely participate in this Promotion and/or undertake the activities as part of the Promotion.

25. The Schedule and these Terms and Conditions are governed by the laws of California, USA. Each entrant unconditionally submits to the non-exclusive jurisdiction of the courts of California, USA. Dispute Resolution for U.S. Residents Only: If you reside in the United States, the parties each agree to finally settle all disputes only through arbitration; provided, however, the Promoter shall be entitled to seek injunctive or equitable relief in the state and federal courts in Los Angeles, California and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to this Promotion shall be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. (“ JAMS” ) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a “Demand for Arbitration”, then either party can elect to have the arbitration administered by the American Arbitration Association (“AAA”) or any other mutually agreeable arbitration administration service. If an in-person hearing is required, then it will take place in Los Angeles, California. The federal or state law that applies to these Official Rules will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate doesn’t apply and the dispute must be brought in a court of competent jurisdiction in Los Angeles, California. Promoter agrees to pay the administrative and arbitrator’s fees in order to conduct the arbitration (but specifically excluding any travel or other costs of the entrant to attend the arbitration hearing). Either party may, notwithstanding this provision, bring qualifying claims in small claims court.

26. BY ENTERING THE PROMOTION, ENTRANT AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE PROMOTION WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (B) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY) NOT TO EXCEED TEN DOLLARS ($10.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; AND (C) UNDER NO CIRCUMSTANCES WILL ANY ENTRANT BE PERMITTED TO OBTAIN ANY AWARD FOR, AND ENTRANT HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES NOT TO EXCEED TEN DOLLARS ($10.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.

27. The invalidity or unenforceability of any provision of the Official Rules will not affect the validity or enforceability of any other provision. In the event that any provision of the Official Rules is determined to be invalid or otherwise unenforceable or illegal, the other provisions will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Promoter’s failure to enforce any term of these Official Rules will not constitute a waiver of that provision. Entrants agree to waive any rights to claim ambiguity of these Official Rules. Headings are solely for convenience of reference and will not be deemed to affect in any manner the meaning or intent of the documents or any provision hereof. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Promotion-related materials or terms of use on the Promotion website and/or the terms and conditions of the Official Rules, the Official Rules shall prevail, govern and control.