Terms of Service

This CentML Terms of Service (together with any Registration Forms, Orders, online enrollment mechanisms, and exhibits, the “Agreement”) forms a legally binding agreement between the individual or entity, (the “Customer”) accessing, registering for, downloading, installing or otherwise using the CentML Solution and CentML Inc.

For the purposes of this Agreement, “use” includes access to the CentML Solution via the CentML website, platform interface, token-based registration, third-party authentication providers (e.g. Google or GitHub), APIs, SDKs or downloadable tools.

This Agreement is effective as of the earliest of: (a) the date the Customer first accesses or uses any part of the CentML Solution (b) the start date indicated on the Registration Form (if applicable) or Order, or (c) the date the Customer accepts the Agreement via CentML platform interface (the “Effective Date”).

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

BY ACCESSING OR USING THE CENTML SOLUTION (INCLUDING VIA CENTML’S WEBSITE, WEB PLATFORM API, CLI OR TOKEN-BASED ACCOUNT CREATION), THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ, ACCEPTS, UNDERSTOOD AND AGREES TO BE BOUND BY THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(k).

IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, THE CUSTOMER MUST IMMEDIATELY DISCONTINUE USE OF THE CENTML SOLUTION.

THE CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT. IF THE CUSTOMER IS USING THE CENTML SOLUTION ON BEHALF OF AN ENTITY, THE CUSTOMER REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

THE CENTML SOLUTION MAY NOT BE ACCESSED OR USED FOR PURPOSES OF MONITORING ITS 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 Solution. Subject to any applicable Registration Form, Order, or account enrollment, and conditioned on the Customer’s and its Authorized Users’ compliance with this Agreement, CentML will make the CentML Solution available to the Customer and its Authorized Users during the Term. The CentML Solution includes both hosted and downloadable components, and may be accessed through the CentML web platform, API, SDK, or the Customer-supplied infrastructure, as applicable.

      1. CentML will provide the Customer with access to hosted Services, platform features, and applicable usage tiers via the CentML web interface or dashboard.
      2. CentML will provide access to downloadable modules or self-managed components of the CentML Software in binary or other supported formats. Unless otherwise agreed in writing, the Customer may make only one (1) archival copy of any such module solely for backup purposes.
      3. CentML grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the CentML web platform, API and SDK solely to access and interact with the CentML Solution, subject to usage limits, technical restrictions, and permitted use cases described in this Agreement and the Documentation.

      This Agreement governs the Customer’s use of the CentML Solution and overrides any conflicting license terms presented through any embedded, click-through, or electronic agreements during download or installation.

   2. Permitted Purpose. The Customer may access and use the CentML Solution solely for its internal business purposes in accordance with this Agreement and any applicable Documentation. Use by the Customer or its Authorized Users must comply with all usage restrictions, technical limitations, and acceptable use requirements imposed by CentML.

   3. Suspension of Access; Scheduled Downtime; CentML may, in its sole discretion and without limiting any other rights or remedies under this Agreement, at law or in equity, suspend or restrict the Customer’s or any Authorized User’s access to the CentML Solution in whole or in part, under any of the following circumstances:

      1. If the Customer or any Authorized User violates any provision of this Agreement or the acceptable use policy;
      2. to perform scheduled maintenance, upgrades, or updates;
      3. in response to a Force Majeure event or external system disruption;
      4. to address actual or suspected security, privacy, or technical vulnerabilities or incidents;
      5. to comply with a court order, subpoena, regulatory requirement, or any applicable law;
      6. if the Customer’s use of the CentML Solution presents a risk of harm to CentML’s infrastructure, systems, other customers, or CentML’s relationships with its cloud providers, subprocessors, vendors, or licensors;
      7. if required to avoid breaching obligations under third-party terms binding on CentML; or
      8. as otherwise expressly permitted in this Agreement.

   4. Modifications. CentML may, in its sole discretion and from time to time update, improve, remove, remove, reconfigure or modify any aspect of the CentML Solution including user interfaces, APIs, features, modules, or deployment options. If the Customer has an active subscription or valid credit allocation for a specific CentML Service, feature or module, CentML will use commercially reasonable efforts to avoid material disruption to that specific usage the duration of the applicable subscription or credit validity period. CentML may decommission, repackage, or discontinue any Service, feature, or deployment configuration at any time. Where the Customer has an active entitlement to an affected feature CentML may, in its discretion:

      1. continue to support the feature for the remainder of the applicable subscription or credit validity period;
      2. provide a commercially reasonable alternative; or
      3. issue a pro-rated credit to the Customer’s account.

   5. Mandatory Updates. The Customer acknowledges and agrees that CentML may from time to time, release patches, bug fixes and updates or other modifications to CentML Solution including hosted Services, APIs, SDKs and downloadable modules. Continued access to or use of the CentML Solution may require the implementation or acceptance of such updates. For hosted Services, CentML may apply updates automatically without the Customer intervention. For downloadable or self-managed modules, the Customer is required to implement updates within a commercially reasonable time frame, unless CentML has designated a particular version as eligible for long-time support (LTS) or granted an exception in writing. CentML will not be responsible for performance, security, or compatibility issues resulting from the Customer’s failure to implement required updates.

   6. Subcontracting. CentML may engage subcontractors, vendors, cloud providers, or other third parties to assist in the provision, hosting, maintenance, or support of the CentML Solution or any part thereof. CentML remains responsible for the performance of any subcontracted obligations under this Agreement.

   7. Third-Party Products and Services. The CentML Solution may incorporate, interoperate with, open-source software components, frameworks, or models subject to their respective license terms. The Customer is responsible for complying with the terms of any applicable open-source licenses as referenced in the Documentation. CentML disclaims all warranties and liability related to such Open-Source Components to the fullest extent permitted by law.

      Payment processing services are provided by third-party providers (e.g., Stripe) and are subject to their applicable terms and conditions. CentML is not responsible for the performance, availability, or accuracy of such third-party services.

   8. Monitoring of Usage. The Customer acknowledges and agrees that CentML may collect and monitor usage data related to the Customer’s access to and use of the CentML Solution, including API usage, SDK telemetry, resource consumption, and system interfaces. Such monitoring may be conducted for the purposes of system performance, support, optimization, security, feature parity verification, billing, or compliance with this Agreement. Monitoring will be conducted in accordance with CentML’s Privacy Policy and internal access controls, and will not involve persistent storage of the Customer Data unless the Customer has explicitly enabled optional logging.

   9. Professional Services. If the Customer purchases or engages CentML to provide implementation, integration, advisory, fine-tuning, or any other professional services (“Professional Services”), such services will be described in an applicable Order, Service Description, or Statements of Work (SOW). CentML will use commercially reasonable efforts to deliver the Professional Services in accordance with the terms of the applicable SOW or Order. Unless otherwise specified, all Professional Services are provided on a time-and-materials basis and are non-cancellable and non-refundable once commenced.

2. Restrictions on Use

   1. General Restrictions on Use. The Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

      1. sub-license, sell, resell, rent, lend, lease, distribute or otherwise transfer access to the CentML Solution or any part thereof, except as expressly authorized in this Agreement;

      2. use or access the CentML Solution:

         1. in violation of applicable laws or regulations;
         2. in any way that threatens, disrupts, degrades, or circumvents the integrity, availability, security of the CentML Solution;
         3. in excess of usage limits, rate limits, or reasonable request volumes; or
         4. for any purpose not expressly permitted by this Agreement.

      3. use the Services to upload, process, create, collect, transmit, store, use any Customer Data:

         1. that contains viruses, worms, malware, harmful code, or any other malicious software;
         2. the Customer does not have the lawful right to create, collect, transmit, store, use or process; or
         3. that infringes, or misappropriates the rights (including privacy, publicity, and intellectual property) of any third party.
      4. copy, reproduce, or create derivative works of any CentML Software, SDK, model outputs, or documentation, except as expressly authorized;
      5. modify, adapt, translate, enhance, or create derivative works or improvements of the CentML Solution including source code, models, or APIs;
      6. reverse engineer, decompile, disassemble, or attempt to extract the underlying algorithms, model weights, architecture, or source code of any CentML provided Service, model, or Software;
      7. remove, obscure, alter any proprietary notices, trademarks, copyright, or branding from CentML Solution;
      8. access or use the CentML Solution to develop, train, or improve any product or service, model, or dataset that is competitive with CentML;
      9. scrape, crawl, or harvest data or model outputs from the CentML platform, APIs, or Services without prior written authorization;
      10. perform any vulnerability scanning, penetration testing or other technical testing without prior written consent;
      11. use the Services or any AI-generated output for impersonation, fraud, biometric surveillance, or to deliver or amplify misleading, harmful, or lawful content;
      12. bypass, disable, or interfere with any access control or usage restrictions mechanisms (including API rate limits or token gating); or
      13. Otherwise use the CentML Solution in violation of this Agreement, any acceptable use policy, or Documentation.

   2. Exclusions of Responsibility. The Customer acknowledges and agrees that CentML will not be responsible or liable for any issues, errors, losses, or liabilities arising out of or relating to:

      1. any modifications, tampering, or damage to the CentML Software or Services by the Customer or its Representatives;
      2. any operation, configuration or use of the CentML Solution not in accordance with this Agreement, the applicable Documentation, or CentML’s written instructions, including any combination or integration with hardware, software, systems or services expressly approved by CentML;
      3. any misuse, abuse, or negligence by the Customer or third parties under its control, including use outside of intended scope or authorized access;
      4. the Customer’s failure to promptly patches, bug fixes, or Maintenance Releases provided by CentML in accordance with Section 1e;
      5. errors, downtime, or security incidents arising from the Customer’s own networks, infrastructure, devices or third-party environments; or
      6. any Open-Source Components, pre-release or beta features, evaluation-only tools, temporary access modules, or CentML software provided without a corresponding license fee or production level support

   3. Access Control and Account Management. In addition to the restrictions set forth above, the Customer’s access to and use of the CentML Solution is subject to the following account management and access control obligations:

      1. Account Provisioning . Access to the CentML Solution requires registration through CentML’s platform, which may occur via token-based access, OAuth sign-in (e.g. GitHub, Google), and/or issuance of the Customer specific administrator account (the “Administrator Account”). Where applicable, the Administrator Account may be used by the Customer to provision individual user accounts for its internal users (the “Customer User Accounts”). Each individual who accesses the CentML Solution under the Customer’s account, whether directly registered or provisioned by the Administrator, is considered an “Authorized User” user under this Agreement.
      2. Customer Responsibility for Authorized Users. The Customer is solely responsible for managing its Authorized Users and ensuring their compliance with this Agreement. The Customer shall not allow any Authorized User to share login credentials or use another person’s credentials to access the CentML Solution. The Customer will ensure that all Authorized Users access the Services solely through their assigned Customer User Account and are contractually or otherwise bound to comply with terms no less protective of CentML’s rights than this Agreement.
      3. Security and Notification Obligations. The Customer is responsible for maintaining the confidentiality of all access credentials issued under its account. The Customer must promptly notify CentML of any actual or suspected unauthorized use of any Customer User Account. CentML may suspend or deactivate any Customer User Account if it believes that unauthorized access has occurred, or is likely to occur, in connection with that account.
      4. Liability for Access . The Customer remains fully responsible and liable for all access and use of the CentML Solution by any person or system using credentials or access provisioned by or on behalf of the Customer, whether such use was authorized or in violation of this Agreement.

3. Ownership, Reservation of Rights and License Grants

   1. Ownership of Customer Data; Limited License to CentML. The Customer retains all right, title, and interest including all Intellectual Property Rights in and to the Customer Data. The Customer grants to CentML, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable (during the Term), sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, and display the Customer Data solely to:

      1. provide, operate, maintain, and support the Services;
      2. improve and enhance the functionality and performance of the Services and related offerings; and
      3. generate aggregated, de-identified, anonymized data sets, metrics, analytics or other statistical information that cannot reasonably be used to identify the Customer or any individual “Aggregated Data”.

   2. Feedback. The Customer grants to CentML and its affiliates a worldwide, perpetual, irrevocable, royalty-free and fully sublicensable license to use, reproduce, modify, incorporate into the CentML Solution, disclose, and otherwise exploit any suggestions, enhancement requests, recommendations, corrections or other feedback provided by the Customer or its Authorized Users relating to the operation of Services or any CentML’s product or service (“Feedback”). Nothing in this Agreement shall limit CentML’s right to use, disclose, publish or otherwise commercially exploit any Feedback, without attribution, restriction, or obligation of any kind. CentML will have no obligation to use any Feedback and is under no obligation to compensate the Customer or any Authorized User for the use or non-use of such Feedback.

   3. Reservation of Rights. All rights not expressly granted by CentML to the Customer under this Agreement are reserved by CentML and its licensors. No rights are granted by implication, estoppel, or otherwise.

   4. Documentation License. Subject to the terms and conditions of this Agreement, CentML grants to the Customer a limited, revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Authorized Users as provided herein), license during the Term to access and use the Documentation solely in connection with the Customer’s authorized use of the CentML Solution for internal business purposes.

4. Privacy

   The Customer acknowledges and agrees that Personal Information processed by CentML in connection with the CentML Solution will be handled in accordance with CentML’s Privacy Policy available at
   https://centml.ai/privacy-policy
   (or any successor URL designated by CentML) as may be updated from time to time.

5. Fees and Payment

   1. Fees. The Customer will pay to CentML all fees for access to and use of the CentML Solution as set for in an applicable Registration Form, Order, or online pricing page (collectively, “Fees”). All Fees are stated in the currency specified in the applicable Registration Form, Order, or on the CentML platform, online payment interface or public pricing page, as applicable. Unless otherwise specified: (i) Fees are non-cancelable and non-refundable (ii) quantities or committed usage amounts may not be decreased during the applicable subscription term and (iii) if the Customer exceeds any applicable usage limits, credit allocations, or service capacities, CentML may charge additional fees at its then-current rates, and the Customer agrees to pay such amounts in accordance with this Agreement.
   2. Credits. Use of the CentML Solution may require the purchase and use of platform credits. Credits are deducted based on actual usage of compute resources or other metered activity, as described in the Documentation or pricing interface. CentML will charge for completed workloads based on the resources consumed, and credits will be automatically deducted from the Customer’s account accordingly. The Customer may cancel active sessions through the CentML platform, but CentML is not required to refund or reissue credits for any partially completed or cancelled jobs, unless otherwise stated in the Documentation or required by applicable law. Purchased credits are non-refundable and have no cash value, except as required by applicable law. Unused credits may expire if not used within the period specified in the applicable Order, Registration Form, or Documentation. Expired or forfeited credits will not be reissued or refunded. Credits may only be used toward eligible CentML services as defined in the Documentation.
   3. Auto-Reload of Credits. If the Customer enables auto-reload functionality through the CentML platform, CentML (or its authorized payment processor) will automatically charge the designated payment method when available credits fall below a configured threshold. Charges will be based on the Customer’s selected credit package and pricing plan. Confirmation of successful auto-reload charges may be sent directly by CentML’s third-party processor (e.g., Stripe). In the event of a failed auto-reload attempt, CentML will notify the Customer using the email address on file. If credits are insufficient and auto-reload is disabled or fails, CentML may suspend, pause, or block the initiation or continuation of the Services (including training, inference, or evaluation tasks) until additional credits are successfully applied to the account. The Customer may disable or update auto-reload settings at any time through the CentML interface and are responsible for maintaining valid payment credentials. All auto-reload credits are subject to the same non-refund policy as manually purchased credits.
   4. Changes to the Fees. CentML may update or modify its publicly posted Fees (including those displayed on its website or platform interface) at any time, and changes will apply to future purchases or usage after the change is posted. CentML may also introduce new charges or pricing models for any part of the CentML Solution at its discretion, provided that such changes will only apply prospectively. For the Customers on fixed-term subscriptions under a Registration Form or Order, CentML may increase Fees or introduce new charges on renewal of the applicable subscription term by providing at least (30) days’ prior written notice. Continued use of the CentML Solution after any Fee change becomes effective constitutes acceptance of the revised Fees.
   5. Invoicing. Where payment is not made at the time of purchase, CentML will issue an invoice using the billing information provided by the Customer in the Registration Form, Order, or account settings. Unless otherwise specified in the invoice, the Customer will pay all invoiced amounts on receipt. Charges for prepaid services or credit purchases made directly through the CentML platform are not subject to invoicing and will be processed at the time of purchase.
   6. Disputed Invoices or Charges. For prepaid transactions (including credit purchases made through the CentML platform), the Customer will receive a confirmation or receipt upon successful payment. Any questions or concerns regarding such transactions must notify CentML in writing within thirty (30 ) days of the charge date. For Fees that are invoiced (e.g. pursuant to an Order, Registration Form, etc.) the Customer must notify CentML in writing within thirty (30) days of the invoice date if it disputes any of the invoice amount. The Customer must pay all undisputed amounts in accordance with this Agreement, and the Parties will work together in good faith in order to resolve the disputed amounts. Failure to provide timely notice of a disputed charge or invoice will constitute a waiver of that claim.
   7. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Without limiting its other rights, CentML may suspend the Customer’s access to CentML Solution and withhold delivery of Professional Services if undisputed Fees remain unpaid for more than ten (10) days after the due date. Any late payment will be subject to interest at the rate of one and a half percent (1.5%) per month, compounded monthly (equivalent to 19.56% annually), or the maximum rate permitted by applicable law if lower. CentML may also recover reasonable costs of collection, including collection, legal fees and expenses.
   8. Taxes. All Fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, value-added, excise, and similar taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) imposed by any governmental authority on the transactions contemplated or in connection with this Agreement, excluding taxes based on the net income or profits of CentML.
   9. Suspension for Non-payment. Any suspension of the CentML Solution or Services under this Agreement due to non-payment, insufficient credit balance, or failed auto-reload will not relieve the Customer of its obligation to pay any outstanding Fees or make payments under this Agreement. CentML is not liable for any loss, service delay, or unavailability arising from such suspension.

6. Confidential Information

   1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information is the “Recipient” and the Party disclosing such information is the “Discloser”. “Confidential Information” means any and all non-public information disclosed by the Discloser to the Recipient in connection with this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, products, services, technology, business plans, and operations. With respect to, the Customer Confidential Information includes Customer Data. 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 or becomes publicly available through no wrongful act of the Recipient; or (iii) information received lawfully by the Recipient from a third party not under an obligation of confidentiality.

   2. Confidentiality Covenants. The Recipient agrees that during the Term and thereafter, it will not, except as necessary to exercise its rights or perform its obligations under this Agreement:

      1. disclose the Discloser’s Confidential Information to any third party, except:

         1. in the case of the Customer to its personnel who have a need to know the information, are bound by written obligations of confidentiality no less protective than this Agreement, and to any other recipients approved by CentML in writing;
         2. in the case of CentML, its personnel consultants, agents or affiliates who have a need to know are subject to similar confidentiality obligations, and to its subcontractors or contractors solely as necessary to provide the Services;
      2. use the Discloser’s Confidential Information for any purpose other than as permitted under this Agreement; or
      3. alter or remove any proprietary legends from Confidential Information.
   3. 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.
   4. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser’s Confidential Information: (i) if required by applicable law or by the order of a court or similar judicial or administrative body, provided that, the Recipient gives prompt written notice the Discloser (unless legally prohibited) and reasonably cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal and professional advisors who are bound by confidentiality and require access in connection with the Recipient’s business.
   5. Return of Confidential Information. Upon the expiration or termination of this Agreement, any associated Registration Form or Order, or closure of a Customer account on the CentML platform each Party shall, within reasonable time, return or securely destroy all Confidential Information of the other Party in its possession or control including all electronic copies, in accordance with its standard data destruction practices and applicable legal or regulatory requirements. At the Discloser’s written request, the Recipient shall provide a written certification of destruction for electronically stored Confidential Information, excluding archived system backups retained in accordance with the Recipient’s data retention policy. Notwithstanding the foregoing, CentML may retain copies of the Customer’s Confidential Information: (i) in automated backups or archival systems, provided that such information remains subject to the confidentiality obligations in this Agreement; and (ii) to the extent necessary to comply with applicable laws, legal obligations, or enforce its rights under this Agreement.
   6. For clarity, deletion of Customer Data is governed by Section 10(d).

7. Warranty and Disclaimer

   1. Customer Warranty. The Customer represents, warrants and covenants to CentML that all Customer Data submitted to CentML solution that contains Personal Information will only be from which the Customer has provided all required notices and disclosures (including to each Authorized User), obtained all necessary consents and permissions and otherwise has all legal authority, in each case as required under applicable laws (including privacy laws), to enable CentML to lawfully provide the Services. This includes without limitation, CentML’s collection, storage, access, use, disclosure, processing and transmission of Personal Information on behalf of the Customer, including to or from applicable third parties.
   2. GENERAL DISCLAIMER. CENTML DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL DEFECTS CAN OR WILL BE CORRECTED. CENTML MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR ANY OUTPUT GENERATED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET IN THIS AGREEMENT, THE SERVICES AND ANY OTHER PRODUCTS, DELIVERABLES, OR INFORMATION PROVIDED BY CENTML ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTML DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO 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 FOREGOING, CENTML MAKES NO REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA, OUTPUT OR INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE, OR THAT SUCH DATA SHOULD BE RELIED UPON BY THE CUSTOMER OR ANY THIRD PARTY.

8. 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 Losses incurred by in connection with any third party claim (other than an affiliate or a Customer Indemnitee) that the CentML Solution, as provided by CentML and used in accordance with this Agreement, infringe any third-party Intellectual Property Right in Canada and United States. This obligation does not apply to any claim or Loss arising from: (a) use of the CentML Solution in combination with third-party products or services not provided or authorized by CentML, unless the claim would have arisen independently; (b) Modification of the CentML Solution by anyone other than by CentML or its authorized agents (c) unauthorized use of the CentML Solution; or (d) any matter not covered by the Customer’s indemnity in Section 8(b). THE FOREGOING IS CENTML’S SOLE AND EXCLUSIVE LIABILITY, AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY.

      2. If CentML reasonably believes that the CentML Solution may become subject to an infringement claim, CentML may, at its sole option and expense:

         1. obtain the right for the Customer to continue using the affected portion of the CentML Solution;
         2. modify or replace the CentML Solution to make it non-infringing while materially preserving functionality; or
         3. if neither of the foregoing is commercially reasonable, terminate the affected portion of the Services and refund any unused prepaid Fees for the terminated portion. THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, ALL OF WHICH ARE HEREBY 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 arising from any third party claim that relates to: (i) Customer Data, including any claim that the submission, use, storage, or processing of such data infringes any Intellectual Property Rights or violates applicable law or third party rights; (ii) the Customer’s breach of any obligation, representation, warranty or covenant under this Agreement; (iii) any unauthorized use of the Services by the Customer or its Authorized User; or (iv) use of the Services (or any part thereof) by the Customer or its Authorized Users in combination with third party software, data, systems, application or service not provided or approved by CentML. The Customer will not settle any such claim without the prior written consent of CentML and will cooperate fully in CentML’s defense of the claim.
   3. Indemnification Procedure. The Party seeking indemnification under this Section 8 (the “Indemnitee”) must promptly notify the other Party (the “Indemnitor”) in writing of any claim for which indemnification is being sought. The Indemnitee will provide reasonable cooperation, at the Indemnitor’s expense, in the defense and resolution of the claim. The Indemnitor will have sole control over the defense, settlement, or compromise of such claim, provided that it may not settle any claim without the Indemnitee’s prior written consent of the settlement: (i) admits liability on the part of the Indemnitee; (ii) imposes any obligation on the Indemnitee; or (iii) fails to fully release the Indemnitee from liability. The Indemnitee’s failure to provide notice and perform any obligations under this Section 8(c) will not relieve the Indemnitor of its indemnity obligations except to the extent that the Indemnitor is materially prejudiced by such failure. The Indemnitee may participate in the defense at its own expense with counsel of its own choosing.

9. Limitation of Liabilities

   The Parties acknowledge that the following limitations reflect fair allocation of risk and form an essential basis of the bargain between them. These limitations will survive and continue in full force and effect despite any failure of essential purpose, consideration or of an exclusive remedy:

   1. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTML’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CENTML SOLUTION, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THIS LIMITATION APPLIES TO CLAIMS ARISING FROM USE OF THE SERVICES, INCLUDING ANY TOKENIZED OR CREDIT-BASED TRANSACTIONS, WHETHER PREPAID OR AUTO-RELOADED. MULTIPLE CLAIMS SHALL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CENTML’S THIRD PARTY SUPPLIERS, LICENSORS, OR SUBPROCESSORS HAVE LIABILITY UNDER THIS AGREEMENT.

   2. EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CENTML SHALL NOT BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOSS OF PROFITS, REVENUE DATA, GOODWILL OR ANTICIPATED SAVINGS, (III) BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) PERSONAL INJURY, DEATH; OR PROPERTY DAMAGE,

      IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

10. Term and Termination

    1. Term. This Agreement will commence on the Effective Date and will remain in effect for the Term specified in the applicable Registration Form, Order, or online subscription. If no fixed Term is specified, this Agreement will remain in effect for so long as the Customer continues to access or use the CentML Solution, including on a pay-as-you-go basis or for the duration of any Services requested or provisioned through the CentML platform and will continue until terminated in accordance with this Section 10.
    2. Suspension and Termination by CentML. In addition to those rights in 1c, CentML may suspend or restriction access to the Services or any portion of the CentML Solution at any time, in its sole discretion, including if: (i) if the Customer or any Authorized User violates this Agreement or applicable law; (ii) if CentML determines that the use poses a legal, reputational, or operational risk; (iii) CentML ceases to offer the Services; or (iv) such action is required by applicable law or government authority.
    3. Termination. CentML may terminate this Agreement, any Registration, Order, online subscription, or other active access to the Services: (i) for convenience with at least thirty (30) days prior written notice to the Customer; (ii) a material breach by thee Customer, if such breach is not cured within thirty (30) days of written notice; or (iii) immediately upon written notice if the Customer becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, or becomes subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator, trustee in bankruptcy or similar proceedings. The Customer may terminate this Agreement at any time upon written notice if CentML materially breaches this Agreement and fails to cure the breach within thirty (30) days after notice.

    4. Effect of Termination

       1. Upon expiration or termination of this Agreement, any Order, online subscription, or access to the CentML Solution, the Customer will:

          1. immediately cease (and ensure that all Authorized Users immediately cease) accessing or using CentML Solution;
          2. permanently delete from all devices and systems the Customer control any CentML Software, Documentation and Confidential Information;
          3. return to CentML any CentML Property in its possession; and
          4. certify in writing, upon CentML request, that the above actions have been completed.
       2. Within thirty (30) days following the expiration or termination CentML will make Customer Data available for electronic retrieval. After such period, and subject to CentML’s retention rights under this Agreement, CentML will delete or render inaccessible any remaining Customer Data from the systems used to provide the CentML Solution. If applicable law (including privacy laws) prevents delivery or deletion, CentML will retain the Customer Data in accordance with applicable law and will maintain its confidentiality.
       3. CentML may, at its sole discretion, perform additional transition services if mutually agreed in a statement of work appended to a Registration Form or Order.
       4. No expiration or termination will affect the Customer’s obligation to pay any Fees incurred before the effective date of termination, nor entitle the Customer to any refund of prepaid or unused Fees or credits. All unpaid, owed amounts to CentML shall become immediately due and payable upon termination. All active Registration Forms, Orders, and online subscriptions will terminate upon the termination of this Agreement.
       5. Survival. The following Sections, together with any provision of this Agreement which expressly or by its nature should survive termination or expiration, will survive expiration or termination: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer), Section 8 (Indemnities), Section 9 (Limitation of Liabilities), Section 10 (d) (Effect of Termination) Section 10v (Survival), and Section 12 (General Provisions).

11. Support Services

    1. Support Services. The Customer will have access to CentML’s standard technical support during CentML’s business hours via email at support@centml.ai or has otherwise provided in the Documentation ( the “Support Services”). CentML may update or amend the scope, availability or terms of the Support Services from time to time in its sole discretion including to reflect changes in the Customer’s plan, Service tier, or Documentation.
    2. Maintenance Releases. During the Term, CentML will provide the Customer with all Maintenance Releases (including updated Documentation) that CentML, in its sole discretion, makes generally available to similarly situated customers at no additional charge. All Maintenance Releases will be deemed part of the CentML Solution and subject to terms of this Agreement. For any self-managed or downloadable CentML Software, the Customer is responsible for installing all Maintenance Releases as soon as practicable after receipt. The Customer acknowledges that failure to install required updates may impact functionality, security, or support eligibility. The Customer is not entitled to any new versions, modules, or upgrades that CentML makes available for separate purchase unless otherwise agreed. For purposes of this Agreement “Maintenance Release” means any update, upgrade, release, patch or other adaptation or modification of the CentML Solution, (including any updated Documentation), that CentML may provide during the Term, which may include error corrections, enhancements, improvements, changes to features, the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality.

12. General Provisions

    1. Notices. All notices required or permitted under this Agreement must be in writing and will be deemed given: (i) when delivered in person ; (ii) sent by email to designated inbox and labelled for “Legal Department” (iii) one (1) business day after being sent by overnight courier; or (iv) five (5) business days after being mailed 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 or legal notice to legal@centml.ai. CentML may change its contact information by posting the new contact information on the Website or by giving notice thereof to the Customer; and
       2. if to Customer, to the current mailing or email address that CentML has on file with respect to the Customer. CentML may also provide notices to the Customer via the CentML platform interface or the customer account dashboard, which shall be deemed delivered when posted. The Customer is solely responsible for keeping the Customer’s contact information on file with CentML current at all times during the Term.
    2. Assignment. The Customer may not assign or transfer this Agreement in whole or part, without CentML’s prior written consent. Any attempted assignment in violation of this Section will be null and void. CentML may assign or transfer this Agreement in whole or part, without the Customer’s consent, including to an affiliate or connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will bind and benefit the Parties and their respective permitted successors and assigns.
    3. Governing Law and Attornment. This Agreement and any dispute, claim, or cause of action (each, an “Action”) arising out of or relating to it will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any Action shall be brought exclusively in the courts located in Toronto, Ontario, Canada. Each Party irrevocably submits and attorns to the personal jurisdiction and venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Nothing in this Section prevents CentML from seeking injunctive or equitable relief in any jurisdiction as necessary to protect its Intellectual Property Rights or Confidentiality Information.
    4. Export Compliance. The Customer will comply with all applicable export control and trade compliance laws and regulations in connection with its access to or use of the CentML Solution. This includes, but is not limited to, the export laws and regulations of Canada, the United States (including the Export Administration Regulations, or “EAR”) and any other applicable jurisdictions. CentML makes no representation or warranty that the CentML Solution, or any part thereof, may be lawfully exported, re-exported, or transferred without the Customer first obtaining any necessary licenses or government approvals under applicable law, or that any such license or approval has been, will be, or can be obtained. The Customer shall not itself, or permit any other person to, export, re-export, or release, directly or indirectly any Controlled Technology directly or indirectly, to any country, jurisdiction or person if such action(a) is prohibited by export applicable laws, or (b) requires prior governmental authorization, unless such authorization has been duly obtained. “Controlled Technology” means any software, documentation, technology, or other technical data (or any products that incorporates or uses such items) that is subject to export restrictions under applicable law, including but not limited to EAR or Canada’s Export Control List.
    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 any failures or delay in performance under this Agreement (except for payment obligations) to the extent caused by any event or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, acts of government, war, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving the affected Party’s own personnel), Internet or hosting service failures or disruptions, or unavailability or modification of third party of telecommunications or infrastructure services or third party websites (“Force Majeure”). For clarity, a Force Majeure event will not excuse the Customer obligation to pay Fees or to comply with indemnification obligations under this Agreement. This Section does not apply to any of the Customer’s obligations under Sections 5 (Fees and Payment), Section 6 (Confidential Information), or Section 8 (Indemnities).
    7. Export 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 the 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. Except as expressly permitted in this Agreement, no amendment, supplement, modification, waiver, or termination of this Agreement will be binding unless executed in writing by the Party against whom enforcement is sought. NOTWITHSTANDING THE FORGOING, CENTML MAY AMEND THIS AGREEMENT, IN WHOLE OR IN PART, BY PROVIDING PRIOR NOTICE TO THE CUSTOMER OR POSTING NOTICE OF THE AMENDED TERMS ON THE CENTML WEBSITE. UNLESS OTHERWISE INDICATED, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE IS DELIVERED TO THE CUSTOMER OR POSTED (WHICHEVER IS THE EARLIER). If the Customer does not agree to the amended terms, Customer must immediately cease all use of the CentML Solution. Continued use of the CentML Solution following such notice constitutes acceptance of the amendment. If Customer is party to a Registration Form or Order and does not agree to a material amendment, Customer must notify CentML in writing within thirty (30) days of the effective date of the amendment. Upon such notice, the applicable Registration Form or Order may be terminated by CentML or expire at the end of its then-current term, at CentML’s discretion.
    12. Publicity and Press Releasees
        CentML may publicly identify the Customer as a user of the CentML Solution and may use the Customer’s name and logo in CentML’s website, investor materials, presentations, and marketing collateral, provided such use is in accordance with any brand guidelines provided by the Customer. CentML may also reference the general nature of the relationship in conversations with investors, analysts, media, and prospective customers. Any formal press release or public announcement that includes quotes from the Customer or specific performance results will be subject to the Customer’s prior review and written approval, not to be unreasonably withheld or delayed. The Customer may opt out of promotional use of its name and logo by providing written notice to CentML at legal@centml.ai
    13. Beta Features. CentML may from time to time make features, services, or modules available on a preview, beta, or non-General Availability (“non-GA”) basis (“Beta Features”). Beta Features are provided “as is,” may be modified or discontinued at any time, and are not covered by any CentML support obligations, warranties, or service commitments unless expressly agreed in writing. CentML makes no commitments regarding future availability of Beta Features in production versions of the CentML Solution.
    14. 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.

13. Definitions

    As used in this Agreement, the following capitalized words have the meaning set out below:

    1. “Aggregated Data” means data or information derived from the Customer’s use of the CentML Solution that has been de-identified, anonymized, and combined with other data such that it no longer identifies the Customer or any individual.
    2. “Authorized User” means an individual who is authorized by the Customer to access and use the CentML Solution on the Customer’s behalf, and for whom the Customer has provided access credentials. This may include employees, contractors, or other designated personnel acting under the Customer’s control.
    3. “CentML API” means the application programming interface, sample source code, tools, instructions, documentation, and other materials made available by CentML to the Customer that interoperates with the CentML Solution.
    4. “CentML Software” means CentML’s on-premise or downloadable software components used for the optimization, training or deployment of machine learning models as described in the applicable Order or Registration Form.
    5. “CentML Solution” means: (i) the CentML API; (ii) the CentML Software, (iii) the CentML web-based platform and user interface (including dashboards, optimization tools, deployment management, and logging features) and (iv) any Professional Services. For clarity, the CentML Solution includes both browser-based and downloadable application components, which may be accessed via hosted infrastructure, API interfaces, or locally-installed tools, as applicable.
    6. “Credits” means units of compute capacity, usage time, or other CentML-metered value purchased by the Customer and redeemable for access to Services on a pay-as-you-go basis.
    7. “Customer Data” means any data, information, content, records, and files that the Customer or any Authorized User submits to, loads or enters into, transmits to, or makes available to the CentML Solution, including Personal Information, but excluding Aggregated Data and any CentML Property.
    8. “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.
    9. “Documentation” means the technical, usage, support, and policy documentation made available by CentML from time to time in connection with the CentML Solution, including but not limited to materials shared via the CentML website, platform interface, dedicated customer channels (such as chat groups), or at https://docs.centml.ai.
    10. “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.
    11. “Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under this Agreement, including Open-Source Components.
    12. “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.
    13. “Modifications” means any modifications, improvements, customizations, patches,updates, enhancements, derivative works, translations and adaptations, or other changes or developments made to the CentML Solution or any part thereof, and “Modify” has a corresponding meaning.
    14. “Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction, or license 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.
    15. “Order” means a written or electronic ordering document (including via the CentML platform) that is executed by the parties or otherwise accepted by the Customer and sets forth Services to be provided, pricing, and any applicable usage terms.
    16. “Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
    17. “Personal Information” means information that identifies or can reasonably be used to identify an individual as provided by the Customer under this Agreement including such information contained within the Customer Data.
    18. “Privacy Policy” means CentML’s privacy policy located at https://centml.ai/privacy-policy, as may be updated from time to time.
    19. “Professional Services” means the consulting, training and other professional services described in an Order or a Registration Form. The term “Professional Services” does not include CentML Solution.
    20. “Registration Form” means a Registration Form or online ordering interface that references this Agreement and is either (i) executed by both Parties or (ii) otherwise accepted by the Customer through clickwrap agreement, online portal, account setup process, or other mechanism made available by CentML.
    21. “Services” means the CentML Solution and the Professional Services, collectively, and any part thereof.
    22. “Term” means the duration of this Agreement as described in Section 10, including any initial period specified in an applicable Registration Form, Order, or online subscription, and any renewal period or continued use of the CentML Solution on a pay-as-you-go basis.
    23. “Website” means any websites used by CentML to provide the CentML Solution, including the websites located centml.ai.