Terms of Service

This CentML Terms of Service (together with any Registration Forms and exhibits, the “Agreement”) form an agreement between the Customer accessing, downloading, installing or otherwise using (the term “use” will refer to any of the foregoing and the term “using” will have a corresponding meaning) the CentML Solution and CentML, and is entered into on the earlier of the date Customer: (a) first uses any part of the CentML Solution, (b) the Start Date indicated on the Registration Form, or (c) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

This Agreement sets forth the terms and conditions that govern the provision and use of the CentML Solution.

BY USING THE CENTML SOLUTION (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE CENTML SOLUTION. CUSTOMER REPRESENTS AND WARRANTS TO CENTML THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE CENTML SOLUTION ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO CENTML THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

THE CENTML SOLUTION MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

CENTML’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE CENTML SOLUTION, EXCEPT WITH CENTML’S PRIOR WRITTEN CONSENT.

1. CentML Solution
   1. Provisioning of the CentML SaaS Services. Subject to the Registration Form and to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, CentML will, as applicable:
      1. make the CentML SaaS Services available to Customer and Permitted Users;
      2. make the CentML Software available online for download by Customer and its Permitted Users; and
      3. grant to Customer a non-exclusive, non-transferrable, revocable right and license during the Term to use the CentML API solely for the purpose of utilizing the CentML Solution.
   2. Provisioning of the CentML Software. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, CentML grants Customer a non-exclusive, non-transferable, non-sublicenseable, and limited license to install, use and operate the CentML Software product(s) identified in the Registration Form in binary form (or, in the case of other software, in forms deemed appropriate at the sole discretion of CentML) for the Term set forth in the Registration Form. Customer’s use of the CentML Software is subject to any limitations described in this Agreement and as otherwise agreed in writing by the parties.  Unless additional copies are authorized by CentML in writing, Customer may make only one archival copy of the CentML Software for back-up purposes. This Agreement controls Customer’s use of the CentML Software notwithstanding any electronic software license agreement that may be included as part of the downloading, installation, or use of the CentML Software.
   3. Permitted Purpose. Customer may access and use the CentML Solution solely for Customer’s internal business purposes.
   4. Suspension of Access; Scheduled Downtime; Modifications. CentML may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
      1. suspend Customer’s access to or use of the Services or any component thereof:
         1. if Customer or any Permitted User violates any provision of this Agreement;
         2. for scheduled maintenance;
         3. due to a Force Majeure;
         4. to address any emergency security concerns;
         5. if required to do so by a regulatory body or as a result of a change in applicable law; or
         6. for any other reason as provided in this Agreement.
      2. Modify the Services.

      Customer is required to accept all patches, bug fixes and updates made by or on behalf of CentML to the CentML Solution.

   5. Subcontracting. CentML may engage third parties to assist it in providing the Services or any part thereof.
   6. Third-Party Products. The CentML Solution may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively “Third-Party Products”). Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. CentML does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by CentML as “certified” or otherwise. CentML cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to CentML. CentML is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider.
   7. Monitoring of Usage. Customer acknowledges and agrees that CentML may monitor the data sent and received by Customer through its use of the CentML Solution.
   8. Professional Services. CentML will use commercially reasonable efforts to perform the Professional Services as set out in the Registration Form and a Statements of Work.
2. Restrictions on Use
   1. Restrictions on Use. Customer will not itself, and will not permit others to:
      1. sub-license, sell, rent, lend, lease or distribute the CentML Solution or any Intellectual Property Rights therein, or otherwise make the CentML Solution available to others other than Permitted Users;
      2. use the CentML Solution to permit timesharing, service bureau use or commercially exploit the CentML Solution;
      3. use or access the CentML Solution:
         1. in violation of any applicable law;
         2. in a manner that interferes with or threatens the security or functionality of the CentML Solution;
         3. for any purpose or in any manner not expressly permitted in this Agreement; or
         4. in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage;
      4. use the Services to create, collect, transmit, store, use or process any Customer Data:
         1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
         2. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
         3. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
      5. copy the CentML Software or any component of the CentML Solution;
      6. Modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the CentML Solution or any component thereof;
      7. reverse engineer, decompile or disassemble the CentML Solution;
      8. remove or obscure any proprietary notices or labels on the CentML Solution, including brand, copyright, trademark and patent or patent pending notices;
      9. access or use the CentML Solution for the purpose of building a similar or competitive product or service;
      10. perform any vulnerability, penetration or similar testing of the CentML Solution;
      11. use the Services for any purpose or in any manner not expressly permitted in this Agreement.
   2. Customer acknowledges and agrees that in no event will CentML be responsible or liable for any problems arising out of or relating to:
      1. The CentML Software, or the media on which it is provided, that is modified or damaged by Customer or its Representatives;
      2. any operation or use of, or other activity relating to, the CentML Software other than as specified in the Documentation, including any incorporation in the CentML Software of, or combination, operation or use of the CentML Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation;
      3. Customer’s or any third party’s negligence, abuse, misapplication, or misuse of the CentML Software, including any use of the CentML Software other than as specified in the Documentation or expressly authorized by CentML in writing;
      4. Customer’s failure to promptly install all Maintenance Releases that CentML has previously made available to Customer;
      5. the operation of, or access to, Customer’s or a third party’s system or network; or
      6. Open-Source Components, beta software, software that CentML makes available for testing or demonstration purposes, temporary software modules, or software for which CentML does not receive a licence fee.
3. User Accounts
   1. In order for Customer to access and use the CentML Solution, CentML will issue one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for each user that Customer wishes to have access to and use of the CentML Solution (each user, and each administrator, a “Permitted User”).
   2. The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the CentML Solution in compliance with this Agreement. The Customer will ensure that Permitted Users only use the CentML Solution through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify CentML of any actual or suspected unauthorized use of the CentML Solution. CentML reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
   3. Customer is responsible and liable for all uses of the CentML Solution resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer will ensure that all individual users of the CentML Solution, including Permitted Users, are contractually bound to terms and conditions with the Customer that are no less restrictive or protective of CentML’s rights than those set forth in this Agreement.
4. Ownership; Reservation of Rights and License Grants
   1. The Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to CentML, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to a access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to:
      1. provide the Services;
      2. improve and enhance the Services and its other offerings; and
      3. produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”).

      CentML may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. As between CentML and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by CentML.

   2. CentML or its licensors retain all ownership and Intellectual Property Rights in and to:
      1. the Services;
      2. anything developed or delivered by or on behalf of CentML under this Agreement;
      3. all other CentML’s Confidential Information, including but not limited to, any reports generated from the CentML Solution or any Aggregated Data;
      4. any Modifications to the foregoing (i), (ii) and (iii)

      (collectively “CentML Property”).

   3. Customer grants to CentML and it’s affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the CentML Solution, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Services or any of CentML’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. CentML is not obligated to use any Feedback.
   4. All rights not expressly granted by CentML to Customer under this Agreement are reserved.
   5. Subject to the terms and conditions of this Agreement, CentML hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation solely for the purpose of use and receipt of the CentML Solution.
5. Privacy
   Customer understands that Personal Information will be treated in accordance with CentML’s privacy policy located at https://centml.ai/privacy-policy or such other place as may be updated by CentML’s from time to time (the “Privacy Policy”).
6. Fees and Payment
   1. Fees. Customer will pay to CentML the fees described in an Registration Form (“Fees”). All Fees are in the currency listed on the Registration Form. Unless otherwise noted on an Registration Form: (i) Fees are non-cancelable and non-refundable; and (ii) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of the CentML Solution exceeds the service capacity set forth on an Registration Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement.
   2. Credits. Prior to running a training session on the CentML Solution, CentML will provide Customer with the estimated number of credits required for the session. Customer may terminate the training session at any time during the session through the CentML Solution, and CentML will refund any unused credits on a prorated basis to Customer’s account. In the event that a training session requires more credits than estimated, CentML will make commercially reasonably efforts to notify Customer prior to continuing the training session.
   3. Changes to the Fees. CentML reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer.
   4. Invoicing. CentML will prepare and send to the Customer, at the then-current contact information on file with CentML, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.
   5. Disputed Invoices or Charges. If the Customer believes CentML has charged or invoiced the Customer incorrectly, the Customer must contact CentML no later than 30 days after having been charged by CentML or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
   6. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. CentML reserves the right to suspend the Customer’s access to the Services and any delivery of Professional Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting CentML other rights, CentML may suspend Customer’s access to or its performance of the Services, if Customer has not paid the applicable Fees within 10 days of the date that such Fees become due.
   7. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of CentML.
   8. Suspension. Any suspension of the Services by CentML pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
7. Confidential Information
   1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
   2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
      1. disclose Confidential Information of the Discloser to any person, except to:
         1. in the case of Customer to its own employee having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or
         2. in the case of CentML to CentML’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Services;
      2. use Confidential Information of the Discloser; or
      3. alter or remove from any Confidential Information of the Discloser any proprietary legend.

      Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

   3. Exceptions to Confidentiality. Notwithstanding Section 7(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.
   4. Return of Confidential Information. Upon the termination or expiration of this Agreement and all Registration Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 11(d) below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, CentML may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
8. Warranty and Disclaimer
   1. Customer Warranty. Customer represents and warrants to and covenants with CentML that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable CentML to provide the Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to CentML and to or from all applicable third parties; and
   2. GENERAL DISCLAIMER. CENTML DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CentML TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CentML HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CentML EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
9. Indemnities
   1. CentML’s Indemnity.
      1. CentML will indemnify, defend, and hold harmless the Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the CentML Solution infringe any third-party Intellectual Property Right in Canada and United States. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (A) incorporation of any CentML Solution into, or any combination, operation, or use of any CentML Solution with, any products or services not provided or authorized by CentML, unless such infringement would also have resulted solely from the use of the CentML Solution without their incorporation in, or combination, operation or use, with such other products or services; (B) Modification of any CentML Solution other than by CentML or with CentML’s express written approval; (C) unauthorized use of the CentML Solution; or (D) Customer’s indemnity in Section 9(b). THE FOREGOING IS CENTML’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
      2. If the CentML Solution are, or in CentML’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer’s use of any CentML Solution is enjoined or threatened to be enjoined, CentML may, at its option and sole cost and expense:
         1. obtain the right for the Customer to continue to use the affected CentML Solution materially as contemplated by this Agreement;
         2. modify or replace CentML Solution, in whole or in part, to seek to make the CentML Solution (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such Modifications or replacements will constitute CentML Solution under this Agreement; or
         3. if CentML determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by CentML and CentML’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any CentML Solution that were to be provided after the effective date of termination.by written notice to the Customer, terminate the Services, in whole or in part, and require the Customer to immediately cease all use of the terminated Services or part or feature thereof and refund any unused prepaid Fees for the terminated Services, if applicable.
            THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
   2. Customer Indemnity. The Customer will defend, indemnify and hold harmless CentML, and its officers, directors, employees and agents (each, a “CentML Indemnitee”) from and against any and all Losses incurred by a CentML Indemnitee arising out of or relating to any Action by a third party (other than an affiliate of a CentML Indemnitee) that arise from or relate to: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; (iii) unauthorized use of the Services by the Customer or any Permitted User; or (iv) use of the Services (or any part thereof) by Customer or any Permitted User in combination with any third party software, application or service. Customer will fully cooperate with CentML in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of CentML.
   3. Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 9. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action (although the Indemnitor shall not settle any claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9(c) will not relieve the Indemnitor of its indemnity obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
10. Limitation of Liabilities
    The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
    1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CENTML IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CENTML’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
    2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CENTML BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (I) SAVINGS, (II) PROFIT, (III) DATA, (IV) USE, OR (V) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
11. Term and Termination
    1. Term. This Agreement will commence on the Effective Date and continue to be in effect for a the Term as provided for on the Registration Form.
    2. Termination by CentML. In addition and not withstanding anything to the contrary in this Agreement, Customer’s and all Permitted Users’ access to the Services may be terminated or suspended by CentML at any time at CentML’s sole discretion. CentML may immediately terminate Customer’s right to use the Services or this Agreement: (1) if CentML believes that Customer or any Permitted User has violated this Agreement; (2) if CentML believes the use of Customer Data with the Services is not in CentML’s or its users’ best interests; (3) if CentML ceases to offer the Services; or (4) as required by applicable laws.
    3. Termination. Notwithstanding any other Section of this Agreement, CentML may, in its discretion, terminate the Agreement or any Registration Form at any time by providing at least 30 days advance written notice to Customer. CentML may, in addition to other relief, terminate this Agreement if the Customer commits a material breach of this Agreement and fails to correct such breach within 30 calendar days after receipt of notice of such breach. CentML may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to Customer if Customer becomes insolvent, ceases to conduct business in the ordinary course, takes any step or proceeding available to Customer for the benefit of insolvent debtors, or is subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy.
    4. Effect of Termination.
       1. Upon expiration or termination of this Agreement, Customer will:
          1. immediately cease (and ensure that all Permitted Users immediately cease) accessing or using CentML Solution;
          2. permanently erase from all devices and systems Customer directly or indirectly controls, the CentML Software, the Documentation and the CentML’s Confidential Information;
          3. return any CentML Property in its possession; and
          4. certify in writing to CentML that the foregoing has been completed upon request.
       2. Following the expiration or termination of this Agreement, CentML will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period and subject to CentML’s rights to retain information as set out in this Agreement, CentML will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by CentML to provide the CentML Solution. In the event that applicable law, including without limitation privacy laws, does not permit CentML to comply with the delivery or destruction of the Customer Data, CentML warrants that it shall ensure the confidentiality of the Customer Data in accordance with applicable law.
       3. In addition, CentML will perform additional transition services that are mutually agreed upon by CentML and Customer in a statement of work that is added to an Registration Form.
       4. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to CentML are immediately due and are to be immediately paid by Customer to CentML. All Registration Forms will terminate upon the termination of this Agreement. No new Registration Forms may be agreed to or entered into by the Parties, upon the termination of this Agreement.
    5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Warranty and Disclaimer), Section 9 (Indemnities), Section 10 (Limitation of Liabilities), Section 11(e) (Survival), and Section 12 (General Provisions).
12. Support Services
    1. Customer will generally have access to CentML’s technical support during CentML’s business hours via email at support@centml.ai and as provided in the Documentation ( the “Support Services”). CentML may amend the Support Services from time to time in its sole discretion.
    2. During the Term, CentML will provide Customer with all Maintenance Releases (including updated Documentation) that CentML may, in its sole discretion, make generally available to its licensees at no additional charge. All Maintenance Releases, on being provided by CentML to Customer hereunder, are deemed CentML Software subject to all applicable terms and conditions of this Agreement. Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does not have any right hereunder to receive any new versions of the CentML Software that CentML may, in its sole discretion, release from time to time. “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the CentML Software, including any updated Documentation, that CentML may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the CentML Software.
13. General Provisions
    1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:
       1. if to CentML, to the following CentML’s address and email contact: 22 Adelaide St. West, Suite 2070, Toronto ON, Canada M5H 4E3, support@centml.ai; and
       2. if to Customer, to the current mailing or email address that CentML has on file with respect to Customer. CentML may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer’s contact information on file with CentML current at all times during the Term.
    2. Assignment. Customer may not assign this Agreement to any third party without CentML’s prior written consent. Any purported assignment or delegation by Customer in violation of this Section will be null and void. CentML may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
    3. Governing Law and Attornment. This Agreement and any Action related thereto will be governed by and construed in accordance with the laws of the Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent CentML from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
    4. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the CentML Solution. CentML makes no representation or warranty that the CentML Solution may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained. Customer shall not itself, or permit any other person to, export, re-export, or release, directly or indirectly any Controlled Technology to any country, jurisdiction or Person to which the export, re-export or release of Controlled Technology (a) is prohibited by applicable law, or (b) without first completing all required undertakings (including obtaining any necessary export licence or other governmental approval). “Controlled Technology” means any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, the export, re-export, or release of which to certain jurisdictions or countries is prohibited or requires an export licence or other governmental approval, under any law.
    5. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
    6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse the Customer from its failure to pay Fees or Customer’s indemnities under this Agreement. This Section does not apply to any of Customer’s obligations under Sections 6, 7, or 9.
    7. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
    8. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    9. Independent Contractors. CentML’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
    10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.
    11. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, CENTML MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY CENTML, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
    12. Customer Lists. With Customer’s prior written consent, CentML may identify the Customer by name and logo as a CentML customer on CentML’s website and on other promotional materials. Any goodwill arising from the use of the Customer’s name and logo will inure to the benefit of the Customer.
    13. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
14. Definitions
    As used in this Agreement, the following capitalized words have the meaning set out below:
    1. “CentML SaaS Services” means: (i) the services through which CentML hosts and makes available the CentML Solution as described in an Registration Form; and (ii) any component or Modification of the services referred to in (i). The term “CentML SaaS Services” does not include Professional Services or the CentML Software.
    2. “CentML API” means the application programming interface, sample source code, tools, instructions, documentation, and other materials made available by CentML to Customer that interoperates with the CentML Solution.
    3. “CentML Software” means CentML’s on-premise software for the optimization and training of machine learning models as described in the Order Form.
    4. “CentML Solution” means: (i) the CentML SaaS Services; (ii) the CentML API; (iii) the CentML Software, and (iv) the Professional Services.
    5. “Customer Data” means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or makes available to the CentML Solution, including but not limited to Personal Information, excluding Aggregated Data and any other CentML Property.
    6. “Direct Competitor” for the purpose of this Agreement is any Person developing or implementing software solutions, methods or techniques related to computational efficiency in machine learning and artificial intelligence algorithms.
    7. “Documentation” means end user documentation relating to the CentML Solution available at https://docs.centml.ai.
    8. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
    9. “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement, including Open-Source Components.
    10. “Loss” or “Losses” means any and all losses, damages, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
    11. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
    12. “Open-Source Components” means any software component that is subject to any open-source copyright licence agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction, or licence agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
    13. “Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
    14. “Personal Information” means information about an identifiable individual provided by Customer under this Agreement.
    15. “Professional Services” means the consulting, training and other professional services described in an Registration Form. The term “Professional Services” does not include CentML Solution.
    16. “Registration Form” means an Registration Form that references this Agreement and that is executed by both Parties or otherwise accepted by Customer.
    17. “Services” means the CentML Solution and the Professional Services, collectively, and any part thereof.
    18. “Website” means any websites used by CentML to provide the CentML Solution, including the websites located centml.ai.