Terms of Service

1. Agreement to These Terms

1.1 Acceptance

You accept these Terms by creating an account, clicking a button indicating acceptance, executing an Order Form that references them, or accessing or using the Service. These Terms apply to every user of the Service, whether on a free or paid plan.

1.2 Authority to bind an organization

If you accept these Terms on behalf of a company, employer, or other legal entity, you represent that you have the authority to bind that entity, and “you” and “Customer” refer to that entity. If you lack that authority, you must not accept these Terms or use the Service on the entity’s behalf.

1.3 Order of precedence

If you and Cenizas Labs have signed a separate written agreement covering the Service, that agreement controls to the extent it conflicts with these Terms. Otherwise, in the event of a conflict, the following order applies: (a) a mutually executed master or enterprise services agreement; (b) an executed Order Form; (c) a Data Processing Addendum or Business Associate Agreement; (d) these Terms; and (e) the Privacy Policy and product Documentation.

1.4 Incorporated documents

Our Privacy Policy is incorporated into these Terms by reference. Where a Data Processing Addendum has been agreed, it is likewise incorporated. Plan limits, pricing, and feature availability published on our pricing page or in the product form part of these Terms.

2. Definitions

Account

the credentialed identity through which you access the Service.

Action

the unit by which Service usage is metered, as described in Section 6 and in the product.

Administrator

a user with elevated rights over a Workspace, including the ability to manage members, permissions, connections, billing, and Customer Data.

Connected Account

a third-party service you authorize SLX to access on your behalf, such as Google Workspace, Microsoft 365, Salesforce, HubSpot, QuickBooks, Slack, DocuSign, Notion, Airtable, Snowflake, BigQuery, or a database you connect.

Customer Data

all data, content, files, records, and metadata that you or your users submit to the Service, or that the Service retrieves from a Connected Account at your direction. Customer Data includes Your Content.

Documentation

the user guides, in-product help, and technical materials we make generally available for the Service.

Engine

an execution tier of the Service (for example Ranvier, Engram, and the Claustrum preview) with different capabilities, cost, and plan availability.

Order Form

an ordering document or online checkout that references these Terms and specifies plan, seats, term, and fees.

Output

content generated by the Service’s AI features in response to Customer Data and your instructions.

Seat

an individual named user authorized to access a Workspace under your plan.

Workspace

the organizational container in which Customer Data, connections, permissions, and members are held.

Your Content

the messages, documents, prompts, files, and other materials you submit directly to the Service.

3. Eligibility, Accounts, and Workspaces

3.1 Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, and capable of forming a binding contract, to create an Account or agree to these Terms. The Service is built for business use and is not directed to children. We do not knowingly permit use by anyone under 16, and we do not knowingly collect personal information from children.

3.2 Registration

You agree to provide accurate, current, and complete registration information and to keep it up to date. We may refuse registration, block disposable or throwaway email domains, and limit the number of free Workspaces associated with a single person or organization in order to prevent abuse.

3.3 Account security

You are responsible for safeguarding your credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify us at support@cenizaslabs.com promptly on becoming aware of any unauthorized access or suspected compromise. We are not liable for losses arising from your failure to keep credentials secure.

3.4 Workspaces and Administrator control

A Workspace is controlled by the organization that owns it, acting through its Administrators. Administrators may add or remove members, change roles and permissions, access, export, restrict, or delete Customer Data within the Workspace — including data associated with your individual Account — connect and disconnect Connected Accounts, and manage billing. If you register using an email address on a domain controlled by an organization, that organization may be permitted to assume administrative control of your Account and Workspace. You acknowledge and consent to this control.

3.5 Seats

Seats are licensed to named individuals. A Seat may be reassigned to a new individual when the original user no longer requires access, but may not be shared, rotated among people, or used concurrently by more than one individual.

4. The Service

4.1 What SLX does

SLX is a permission-aware AI workspace. Subject to the access you grant, it lets you and your team chat with, search, analyze, draft from, and automate over business data held in the systems you connect; build and run deal, pipeline, and document workflows; and delegate multi-step work to AI features that can take actions in connected systems on your instruction.

4.2 Engines and plan availability

The Service routes work through execution engines that differ in capability, cost, and availability. Which engines you may use, your default engine, and how much of each you receive are determined by your plan and are described on our pricing page and in the product. Preview engines are governed additionally by Section 7.3.

4.3 Changes to the Service

We may add, modify, or remove features at any time. Where we make a change that materially and adversely degrades a core feature of a paid plan during your paid term, Section 30 applies.

4.4 No professional advice

Cenizas Labs is not a law firm, accounting firm, tax adviser, registered investment adviser, broker-dealer, insurer, or healthcare provider, and the Service does not provide legal, tax, accounting, financial, investment, insurance, or medical advice. Output is informational only. Consult a qualified professional before acting on it.

4.5 Availability

We aim to keep the Service available, but we do not commit to any uptime, availability, or response-time level except where a service level agreement is expressly stated in an Order Form or enterprise agreement. The Service may be unavailable during planned maintenance, emergency maintenance, or events outside our control.

4.6 Support

Support is provided by email at support@cenizaslabs.com. Support scope and response targets vary by plan; enhanced support may be specified in an Order Form.

5. Plans, Fees, Billing, and Renewal

5.1 Plans and fees

The Service is offered on free and paid plans. Fees, included usage, seat minimums, and billing frequency are those presented at the time of purchase and on our pricing page, which is incorporated by reference. Plans currently offered are summarized below; the pricing page and your Order Form control in the event of any difference.

5.2 Payment

Paid plans are billed through our payment processor, Stripe. You authorize us and our processor to charge your designated payment method for all fees, applicable taxes, and any usage-based charges when due. You are responsible for keeping a valid payment method on file. All amounts are stated and payable in U.S. dollars unless your Order Form says otherwise.

5.3 Automatic renewal and cancellation

Paid subscriptions renew automatically. Unless you cancel before the end of the then-current billing period, your subscription will renew for a further period of the same length, and your payment method will be charged at the then-current rate for that plan. Monthly plans renew monthly and annual plans renew annually. You may cancel at any time from the billing settings in your Workspace or by emailing support@cenizaslabs.com. Cancellation takes effect at the end of the current billing period; you keep access until then, and no further charges are made after that period ends.

5.4 Usage-based and overage charges

Plans include a monthly allowance of Actions. Where your plan permits overage, Actions used beyond the included allowance are billed in arrears at the per-Action rate for your plan, up to the hard cap that applies to your plan. Once the hard cap is reached, metered features are paused until the next billing period or until you raise your plan limits. Unused Actions do not roll over and have no cash value.

5.5 Seats and mid-term changes

You may add Seats at any time; added Seats are charged pro rata for the remainder of the current billing period and at the full rate on renewal. Reductions in Seats and downgrades take effect at the start of the next billing period and do not generate refunds or credits for the current period. Plans with seat minimums are billed at the minimum even if fewer Seats are in use.

5.6 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes and duties, excluding taxes on our net income. If you are required by law to withhold any amount from a payment, you will gross up the payment so that we receive the full amount invoiced.

5.7 Price changes

We may change our prices. For paid plans, we will give at least 30 days’ notice by email or in-product notice before a price change takes effect, and the new price will apply from your next renewal. If you do not accept a price change, you may cancel before it takes effect.

5.8 Late payment

If a charge fails or an invoice is not paid when due, we may retry the charge, suspend the Service under Section 21 after notice, and charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, together with reasonable costs of collection.

5.9 Refunds

Except where required by law or expressly stated in these Terms or an Order Form, fees are non-refundable and there are no refunds or credits for partial periods, unused Actions, unused Seats, or periods in which you did not use the Service.

5.10 Billing disputes

If you believe you have been billed in error, contact support@cenizaslabs.com within 60 days of the charge and we will investigate in good faith. Initiating a chargeback without first raising the issue with us is a material breach of these Terms and may result in suspension.

6. Usage Limits, Metering, and Fair Use

6.1 Metering

Service usage is metered in Actions and, where applicable, by engine allowance. What constitutes an Action, and how each engine is counted, is described in the product and on our pricing page and may be adjusted as the Service evolves; material changes to metering are treated as changes to these Terms under Section 30. Our measurement records are the authoritative record of your usage, absent manifest error.

6.2 Limits, caps, and throttling

Plans carry included allowances, hard caps, minimum scheduling intervals, recipient limits, audit-log retention periods, and rate limits. We may enforce these limits by queuing, throttling, or pausing requests. We may also apply reasonable technical protections against runaway automation and unexpected cost accumulation.

6.3 Fair use

You will not, and will not permit anyone to:

• share Account credentials or a Seat in order to serve more users than your plan permits;
• create multiple Accounts or Workspaces to obtain additional free allowances or circumvent a limit, cap, or suspension;
• interfere with, disable, or circumvent metering, quota, or rate limiting mechanisms; or
• generate automated or bulk load that is designed principally to exhaust capacity rather than to use the Service for its intended purpose.

7. Free Plan, Trials, and Preview Features

7.1 Free plan

The free plan is provided at no charge and is subject to reduced allowances, feature limits, and a shorter audit-log retention period. We may change, limit, suspend, or discontinue the free plan, or any Account on it, at any time and without liability. Sections 23 and 24 apply with full force to free use.

7.2 Trials

Where we offer a trial of a paid plan, we will tell you the trial length and what happens at the end of it before you start. If a trial converts to a paid subscription unless cancelled, we will say so at sign-up, and you must cancel before the trial ends to avoid being charged.

7.3 Beta and preview features

Features labelled beta, preview, early access, or similar are made available for evaluation. They are provided “as is”, may be changed or withdrawn at any time, are excluded from any service level commitment and from the indemnity in Section 25.2, and may have limits, defects, or incomplete safeguards. Information about unreleased features is our Confidential Information under Section 16. You may choose not to use them.

8. Your Content and Customer Data

8.1 Ownership

As between you and Cenizas Labs, you retain all right, title, and interest in and to Customer Data. We claim no ownership of it.

8.2 Licence you grant us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process, and create technical modifications of Customer Data solely to: (a) provide, secure, maintain, and support the Service for you; (b) perform the actions and transfers you direct, including sending data to a Connected Account or to an AI provider to generate Output; (c) prevent or address technical or security problems and enforce Section 13; and (d) comply with law. This licence ends when the relevant Customer Data is deleted, except for copies retained in routine backups and as described in Section 22.4.

8.3 Your responsibilities

You represent and warrant that you have all rights, consents, permissions, and lawful bases necessary to submit Customer Data to the Service, to connect the systems you connect, and to allow the processing contemplated by these Terms — including any notice to or consent from the individuals whose data is involved. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it.

8.4 Restricted categories of data

Unless we have agreed otherwise in writing, you must not submit to the Service: protected health information subject to HIPAA (which requires an executed Business Associate Agreement, available on Enterprise plans); cardholder data subject to PCI DSS; government-issued identification numbers; biometric identifiers; information of children under 16; or any data whose processing requires safeguards or certifications we have not agreed to provide. Where you submit special categories of personal data under GDPR or equivalent law, you are responsible for establishing a lawful basis for doing so.

8.5 We do not train on your data

We do not use Customer Data to train generalized or non-personalized AI or machine-learning models, and our AI providers are contractually prohibited from training their models on your content. Customer Data is processed to produce Output for you.

8.6 Aggregated and de-identified data

We may generate and use aggregated, statistical, or de-identified data derived from operation of the Service — for example, feature-usage counts, latency, error rates, and capacity trends — to operate, secure, analyze, and improve the Service and our business. Such data will not identify you, your users, or your customers, and will not contain Customer Data or permit its reconstruction.

8.7 Your own copies

The Service is not a system of record and is not a backup service. You are responsible for maintaining your own copies of any Customer Data you need to retain.

9. Connected Accounts and Third-Party Services

9.1 Your authorization

The Service connects to third-party systems that you authorize, using the scopes and permissions you grant. When you connect an account, you instruct and authorize us to access, retrieve, read, and — where the scopes and your configuration allow — create, modify, send, or delete data in that system on your behalf. We access only the scopes you grant, and you may narrow or revoke them at any time.

9.2 Third-party terms govern

Your use of a Connected Account remains governed by your agreement with that provider — for example Google, Microsoft, Salesforce, HubSpot, Intuit, Slack, DocuSign, Notion, Airtable, Snowflake, or Google Cloud. You are responsible for complying with those terms, including any restriction on the export, automated processing, or onward transfer of data held there, and for holding the licences and seats those providers require.

9.3 No responsibility for third-party services

Third-party services are not part of the Service. We do not control them and we disclaim responsibility and liability for their availability, accuracy, security, content, pricing, or acts and omissions. A provider may change, deprecate, rate-limit, or withdraw its API at any time, which may degrade or disable an SLX integration without notice to us; this is not a breach of these Terms and does not entitle you to a refund.

9.4 Revocation and disconnection

You may disconnect a Connected Account at any time from within the Service or through the provider’s own permission settings. On disconnection we stop accessing that system and delete the data we hold from it, except where retention is required by law or described in Section 22.4.

9.5 Third-party charges

Any fees, usage charges, or overages that a third-party provider bills you as a result of your use of SLX — including query costs on connected data warehouses — are your responsibility.

10. Google User Data and Limited Use

Where you connect a Google account, SLX’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements. In particular, we do not use or transfer Google user data for advertising, lending, or any purpose unrelated to the user-facing features you use SLX for; we do not sell Google user data or transfer it to data brokers; we do not allow humans to read Google user data except with your explicit consent, where necessary for security or to comply with law, where the data is aggregated and anonymized for internal operations, or as required by applicable law; and we do not use Google user data to develop, improve, or train generalized or non-personalized AI or machine-learning models. The categories of Google user data we access, and how to revoke access, are described in Section 4 of our Privacy Policy.

11. AI Features and Output

11.1 How Output is produced

The Service uses third-party AI models, including models provided by Anthropic and OpenAI, to process your inputs and connected data and to generate Output. Requests are transmitted over encrypted connections. We may change model providers or models at any time to maintain or improve the Service.

11.2 Ownership of Output

As between you and Cenizas Labs, and to the extent permitted by law, you own the Output generated for you, and we assign to you whatever rights we may have in it. Your ownership is subject to your compliance with these Terms and does not extend to the Service itself, to any part of the Output supplied by us or by a third party, or to material that was already subject to another party’s rights.

11.3 Output is not unique

AI systems produce probabilistic results. Other users may receive identical or similar Output from similar prompts, and we may generate such Output for them. Output is not represented to be original, unique, or protectable, and you should not assume exclusivity in it.

11.4 Accuracy and human review

Output may be inaccurate, incomplete, out of date, biased, or otherwise unsuitable for your purposes, and may describe facts, figures, citations, or records that do not exist. You are responsible for evaluating Output for accuracy and fitness before relying on it, and for applying human review proportionate to the consequences — particularly for legal, financial, accounting, tax, employment, medical, or safety-related decisions, and before sending anything generated by the Service to a third party.

11.5 High-risk uses

The Service is not designed, tested, or authorized for use where failure or inaccuracy could lead to death, personal injury, or severe environmental or property damage — including medical diagnosis or treatment, control of critical infrastructure, transport or vehicle control, weapons systems, or emergency response. You must not use the Service as a sole basis for decisions that produce legal or similarly significant effects for an individual — including decisions about credit, housing, insurance, education, employment, or benefits — without meaningful human review and any disclosure the law requires.

11.6 Third-party rights in Output

You are responsible for confirming that your use of Output does not infringe the rights of others and complies with any disclosure obligation that applies to AI-generated material in your industry or jurisdiction.

11.7 Provider policies flow down

Your use of AI features must comply with the usage policies of the underlying model providers. Where a provider policy is stricter than these Terms, the stricter rule applies to that feature.

12. Automated Actions and Agents

12.1 What the Service can do on your behalf

The Service can take actions in your systems when you configure it to — for example drafting and sending email, creating or updating records in a CRM or accounting system, generating and sending documents for signature, writing to connected sheets and databases, running scheduled or recurring jobs, and calling webhooks.

12.2 Actions are your actions

Actions the Service performs under your configuration, instruction, or authorization are treated as your actions and are your responsibility. This includes messages sent to third parties, changes made to records in Connected Accounts, documents issued, and consequences that flow from them. You are responsible for complying with all law that applies to those actions, including electronic-signature, marketing, and anti-spam law such as CAN-SPAM, CASL, and the TCPA, and for honouring opt-outs.

12.3 Configure and monitor with care

Before enabling automation you should test it on non-production data or a limited scope, confirm the permissions and recipients are correct, and set appropriate approval steps. You are responsible for monitoring automations you enable and for disabling any that behave unexpectedly.

12.4 Safeguards

We may impose limits on automated actions, require confirmation for certain operations, and pause or disable an automation that appears erroneous, abusive, unsafe, or likely to cause harm or runaway cost. We are not obliged to do so, and doing so in one case creates no duty to do so in another.

13. Acceptable Use

You will not, and will not permit any user or third party to, use the Service to:

13.1 Unlawful and infringing use

• violate any applicable law or regulation, or infringe or misappropriate any patent, copyright, trademark, trade secret, privacy, publicity, or other right;
• upload, process, or distribute content that is defamatory, obscene, harassing, hateful, or that depicts child sexual abuse, non-consensual sexual imagery, or terrorist or violent extremist material;
• impersonate any person or entity, or misrepresent your affiliation, identity, or the origin of content, including by presenting Output as human-authored where the law requires disclosure.

13.2 Security and integrity

• introduce malware, ransomware, or other harmful code, or interfere with or disrupt the Service, its infrastructure, or other users’ use of it;
• attempt to gain unauthorized access to the Service, another Account or Workspace, a Connected Account you are not authorized to use, or any related system or network;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any authentication, permission, rate-limit, or security measure, without our prior written permission;
• circumvent, disable, or interfere with the permission evaluation described in Section 14, or use the Service to surface data a user is not authorized to see.

13.3 Commercial and technical restrictions

• resell, rent, lease, sublicense, time-share, or operate the Service as a service bureau for third parties, except as expressly permitted in an Order Form;
• copy, modify, translate, decompile, disassemble, or reverse engineer any part of the Service, or attempt to derive its source code, models, prompts, or underlying architecture, except to the extent this restriction is prohibited by law;
• use the Service, its Output, or its behaviour to develop, train, or improve a competing product or model, including by model extraction or distillation;
• scrape, crawl, or harvest the Service or its Output by automated means other than the API we provide for that purpose;
• publish benchmark or performance results about the Service without our prior written consent;
• remove, obscure, or alter any proprietary notice, watermark, or attribution.

13.4 Enforcement

We may investigate suspected violations, and may remove or disable access to content, restrict features, or suspend or terminate Accounts under Sections 21 and 22. Where we are permitted to do so, we will tell you what happened and why.

14. Permission-Aware Access and Your Duties

14.1 How permission evaluation works

The Service is designed to respect the access controls of your connected systems. Our authorization layer, Engram, evaluates permissions on a per-field basis so that AI features and other users surface only information the requesting user is authorized to see; where access is partial, individual fields may be masked rather than disclosed. Access decisions are logged to support auditing and security review, and audit-log retention varies by plan.

14.2 Your configuration is your responsibility

Permission evaluation operates on the permissions, roles, scopes, memberships, sharing links, and recipient lists that you and your Administrators configure, and on the access model of the systems you connect. You are responsible for who you invite, what roles you grant, what you connect, what you share, and to whom you send. We are not responsible for disclosure that results from your configuration, your sharing decisions, or permissions that are incorrect in a connected source system.

14.3 Reporting

If you believe the Service has surfaced data to someone who should not have seen it, tell us promptly at support@cenizaslabs.com so we can investigate.

15. Privacy, Data Protection, and Security

15.1 Privacy Policy

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms.

15.2 Roles of the parties

Where Customer Data contains personal data, you act as the controller (or business) and we act as your processor (or service provider), and we will process that data only on your documented instructions, which these Terms and your use of the Service constitute. We do not sell or share personal data as those terms are defined under U.S. state privacy laws. Where required, a Data Processing Addendum — including Standard Contractual Clauses for international transfers — is available; contact privacy@cenizaslabs.com. Enterprise plans may negotiate a custom addendum.

15.3 Sub-processors

We use sub-processors to provide the Service, including cloud hosting and storage, database hosting, payment processing, transactional email, error monitoring, product analytics, background job execution, and the AI providers described in Section 11.1. Sub-processors are bound by written confidentiality and data protection obligations. A current list is available on request.

15.4 Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, role- and permission-based access control, per-field authorization, audit logging, and periodic security testing. No system is perfectly secure and we do not guarantee absolute security.

15.5 Security incidents

If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in our custody, we will notify you without undue delay and provide information reasonably available to us to support your own notification obligations.

15.6 Regulated data

HIPAA-regulated protected health information may be processed only under an executed Business Associate Agreement, available on Enterprise plans. Data residency commitments apply only where expressly agreed in an Order Form.

16. Confidentiality

16.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is your Confidential Information. The Service’s non-public features, pricing not publicly listed, security documentation, and unreleased or preview functionality are our Confidential Information.

16.2 Obligations

Each party will protect the other’s Confidential Information using at least reasonable care, will not disclose it except to employees, affiliates, advisers, and contractors who need it and are bound by confidentiality obligations at least as protective, and will use it only as necessary to perform under or exercise rights within these Terms.

16.3 Exclusions

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information.

16.4 Compelled disclosure

A party may disclose Confidential Information where required by law or legal process, provided it gives prompt notice where legally permitted so the other party can seek protective treatment, and discloses only what is required.

16.5 Duration and remedies

These obligations continue for three years after disclosure, and indefinitely for trade secrets and Customer Data for as long as it remains confidential. Both parties acknowledge that breach may cause irreparable harm for which damages are inadequate, and that injunctive relief is an appropriate remedy.

17. Intellectual Property, Feedback, and Publicity

17.1 Our rights

The Service — including its software, engines, models and prompt systems, permission architecture, interfaces, design, documentation, and all improvements to them — is owned by Cenizas Labs and its licensors and is protected by intellectual property law. SLX, Cenizas Labs, Engram, and associated names, logos, and marks are our trademarks. Nothing in these Terms transfers ownership to you, and all rights not expressly granted are reserved.

17.2 Licence to you

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during your subscription term.

17.3 Feedback

If you send us suggestions, ideas, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit it for any purpose without obligation, attribution, or compensation to you. We will not identify you as the source without your permission.

17.4 Third-party and open-source components

The Service includes third-party and open-source components licensed under their own terms. Those terms govern those components and, where they conflict with these Terms as to that component, they control.

17.5 Publicity

We may identify you as a customer and use your name and logo in customer lists and marketing materials, in accordance with any brand guidelines you provide. You may opt out at any time by emailing legal@cenizaslabs.com, and we will stop within a reasonable period. Any other public statement about the relationship requires the other party’s prior written consent.

18. Copyright Complaints

We respond to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act. If you believe material on the Service infringes your copyright, send a written notice to our designated agent at legal@cenizaslabs.com, or by mail to Copyright Agent, Cenizas Labs, Inc., 13428 Burrough Farm Dr, Herndon, VA 20171, United States, containing:

• a physical or electronic signature of the owner or a person authorized to act on the owner’s behalf;
• identification of the copyrighted work claimed to be infringed;
• identification of the material claimed to be infringing and information reasonably sufficient to locate it;
• your contact details;
• a statement that you have a good-faith belief the use is not authorized by the owner, its agent, or the law; and
• a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on the owner’s behalf.

If your material was removed and you believe that was a mistake or misidentification, you may send a counter-notice containing the elements required by 17 U.S.C. § 512(g). We terminate the Accounts of repeat infringers in appropriate circumstances.

19. Mobile Applications and App Stores

19.1 Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to install and use our mobile applications on devices you own or control, for use with the Service and in accordance with these Terms and the rules of the app store you obtained them from. Applications may update automatically. Your carrier’s data and messaging charges are your responsibility.

19.2 App store terms

Your use of an application obtained from a third-party app store is also subject to that store’s terms, and those terms may limit what we can offer through it. Where a conflict exists between these Terms and the store’s rules as applied to the application, the store’s rules control for that application.

19.3 Apple-specific terms

For any application obtained from the Apple App Store: these Terms are between you and Cenizas Labs only, not with Apple; Apple has no obligation to furnish any maintenance or support for the application; in the event the application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any), and Apple has no other warranty obligation; Apple is not responsible for addressing any claim relating to the application, including product liability, failure to conform to legal requirements, or consumer protection claims; Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the application infringes intellectual property rights; you represent that you are not located in a country subject to a U.S. Government embargo or designated a “terrorist supporting” country and are not on any U.S. Government prohibited-party list; and Apple and its subsidiaries are third-party beneficiaries of these Terms as they apply to that application, with the right to enforce them against you.

20. API Access

Where your plan includes API access, you may use the API to interact with the Service subject to these Terms and the API documentation. API credentials are your Confidential Information; you are responsible for keeping them secret and for all activity conducted with them. You must respect published rate limits and must not use the API to circumvent plan limits or metering, to expose the Service to third parties as a standalone product, or to build a competing service. We may modify, version, rate-limit, or deprecate API endpoints; for paid plans we will give reasonable advance notice of a breaking change or deprecation where practicable. We may monitor API use to enforce limits and protect the Service.

21. Suspension

We may suspend your access to all or part of the Service, or disable a Connected Account or automation, where:

• your use presents a security risk to the Service or to any third party, or we reasonably suspect unauthorized access to your Account;
• your use may adversely affect the Service, our infrastructure, or other customers;
• your use violates Section 13, or may expose us or a third party to legal liability;
• payment is overdue, following notice and a reasonable opportunity to cure; or
• suspension is required by law, by a court or regulator, or by a third-party provider whose platform the Service depends on.

We will limit suspension in scope and duration to what is reasonably necessary, and will give notice and an opportunity to cure where practicable and lawful. Where suspension results from your breach, fees continue to accrue and no credit is due. We will restore access promptly once the cause is resolved.

22. Term, Termination, and Data Export

22.1 Term

These Terms apply from the date you first accept them and continue until your Account is closed or terminated. Paid subscriptions run for the period stated at purchase and renew as described in Section 5.3.

22.2 Termination by you

You may stop using the Service at any time and may cancel a subscription as described in Section 5.3. You may terminate for cause if we materially breach these Terms and fail to cure within 30 days of your written notice; in that case we will refund prepaid fees covering the remainder of the then-current term on a pro rata basis.

22.3 Termination by us

We may terminate these Terms or close your Account: on 30 days’ notice for convenience where you are on a free or month-to-month plan; immediately if you materially breach these Terms and fail to cure within 30 days of notice; immediately and without notice for a breach of Section 13 that is serious, unlawful, or not capable of cure; or immediately if you become insolvent, cease business, or become subject to bankruptcy or similar proceedings. If we terminate for convenience, we will refund prepaid fees covering the remainder of the then-current term on a pro rata basis.

22.4 Effect of termination and data export

On termination your right to access the Service ends and fees accrued before termination remain payable. For 30 days after termination you may request export of Customer Data in a machine-readable format, unless we are legally prohibited from providing it. After that period we will delete Customer Data within 90 days, except for copies held in routine backups, which are deleted on their ordinary cycle, and data we must retain for legal, accounting, security, or audit purposes.

22.5 Survival

Sections 5 (as to accrued fees), 8.1, 8.5, 8.6, 11.2, 12.2, 13, 16, 17, 18, 20 (as to credential confidentiality), 22.4, 22.5, 23, 24, 25, 26, 27, 28, 31, 33, 34, and 35 survive termination, together with any provision that by its nature should survive.

23. Disclaimers of Warranty

Each party represents that it has the authority to enter into these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT ANY INTEGRATION WILL REMAIN AVAILABLE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE. YOU USE THE SERVICE AND RELY ON OUTPUT AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion above is not permitted where you live, it does not apply to you, and any warranty that cannot be excluded is limited in duration to the shortest period permitted by law. Nothing in these Terms excludes rights you have as a consumer that cannot be excluded by contract.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID OR OWED TO US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD 100.

24.1 Exclusions from the cap

The limitations above do not apply to: your obligation to pay fees; either party’s indemnification obligations under Section 25; your breach of Section 13 (Acceptable Use) or Section 17 (our intellectual property); either party’s breach of Section 16 (Confidentiality); or a party’s fraud, gross negligence, or wilful misconduct.

24.2 Consumer rights and mandatory law

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

24.3 Allocation of risk and time limit

You acknowledge that the fees reflect this allocation of risk and that we would not provide the Service on these terms without it. Except for claims for non-payment, neither party may bring a claim arising out of these Terms more than one year after the claim accrued, unless applicable law prohibits a shorter period than the statutory one.

25. Indemnification

25.1 By you

You will defend, indemnify, and hold harmless Cenizas Labs, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, losses, liabilities, settlements, and reasonable legal costs, arising out of or relating to: Customer Data or Your Content, including a claim that it infringes or misappropriates a third party’s rights or was submitted without necessary rights or consents; your use of the Service in breach of these Terms or of law; actions the Service performed in your Connected Accounts or toward third parties under your configuration or instruction, as described in Section 12.2; or your reliance on Output.

25.2 By us

We will defend you against a third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded against you or agreed in settlement. If the Service becomes, or in our opinion is likely to become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid fees covering the unused remainder of the term. This obligation does not apply to a claim arising from Customer Data, Output, third-party or open-source components, Connected Accounts, beta or preview features, your use in breach of these Terms, or any combination or modification not made or authorized by us where the claim would have been avoided without it. This section states our entire liability for intellectual property infringement claims.

25.3 Procedure

The indemnified party must give prompt written notice of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement that admits fault or imposes an obligation on the indemnified party may be made without its prior written consent, not unreasonably withheld. The indemnified party may participate with its own counsel at its own cost.

26. Disputes, Arbitration, and Class Action Waiver

26.1 Informal resolution first

Before starting an arbitration or lawsuit, the party raising a dispute will send the other a written description of the dispute and the relief sought — to legal@cenizaslabs.com for us, or to the email on your Account for you — and the parties will try in good faith to resolve it for 60 days. This step is a condition precedent to filing, and the limitation period in Section 24.3 is tolled while it runs.

26.2 Binding arbitration

If the dispute is not resolved, it will be settled by binding arbitration administered by the American Arbitration Association under its rules then in effect — the Consumer Arbitration Rules where you are an individual using the Service for personal purposes, and the Commercial Arbitration Rules otherwise. The arbitration will be before a single arbitrator, conducted in English, and seated in Wilmington, Delaware, except that where you are an individual consumer it may be held in the county of your residence, by telephone or video, or on documents alone at your election. The arbitrator decides all issues except that a court decides the enforceability of Section 26.3. The award is final and binding and may be entered in any court of competent jurisdiction.

26.3 Class action and jury waiver

Disputes will be brought only in an individual capacity. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, private attorney general, or other representative proceeding, and the arbitrator may not consolidate claims or preside over a representative proceeding. Both parties waive any right to a trial by jury. If this paragraph is found unenforceable as to a particular claim, that claim alone will be severed and heard in the courts identified in Section 27, and the remainder of this Section 26 continues to apply.

26.4 Your right to opt out

You may opt out of arbitration by emailing legal@cenizaslabs.com within 30 days of first accepting these Terms, with your name, the email on your Account, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms and will not affect your use of the Service.

26.5 Exceptions

Either party may bring an individual action in small claims court, and either party may seek temporary or preliminary injunctive relief in court to protect intellectual property, Confidential Information, or to stop a breach of Section 13, without waiving this section.

26.6 Costs

Filing, administration, and arbitrator fees are governed by the AAA rules, including the rules that limit what a consumer pays. Each party bears its own legal costs unless the arbitrator awards otherwise under applicable law.

26.7 Coordinated filings

If 25 or more substantially similar demands for arbitration are filed by or with the assistance of the same counsel, the parties will cooperate with the AAA to batch them into stages of no more than 50 for fee and scheduling purposes, with a single arbitrator per stage, and the limitation period is tolled for demands awaiting a stage.

26.8 Survival

This section survives termination of these Terms and closure of your Account.

27. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. For disputes not subject to arbitration under Section 26, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and both parties consent to personal jurisdiction and venue there. If you are a consumer resident in a jurisdiction whose law gives you the right to bring proceedings in your local courts or to the protection of mandatory local consumer law, nothing here removes that right.

28. Export Control, Sanctions, and Anti-Corruption

The Service is subject to United States export control and sanctions law, including the Export Administration Regulations and the programs administered by the Office of Foreign Assets Control. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; that you are not identified on any U.S. or applicable restricted-party list, or owned or controlled by such a party; and that you will not export, re-export, or make the Service available in breach of those laws, or use it for any prohibited end-use, including activities relating to nuclear, chemical, or biological weapons or missile technology. Each party will comply with applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

29. U.S. Government End Users

The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. Government end users acquire only the rights set out in these Terms, consistent with those provisions.

30. Changes to These Terms and the Service

30.1 Changes to these Terms

We may update these Terms. For changes that are material and adverse to you, we will give at least 30 days’ advance notice by email or in-product notice before they take effect, and will update the “Last updated” date above. Changes required for legal, regulatory, or security reasons, and changes that only add a new optional feature, may take effect sooner.

30.2 Your choice

Continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not accept a material change, you may stop using the Service and cancel before it takes effect; if you are on a paid plan, we will refund prepaid fees covering the unused remainder of your then-current term on a pro rata basis. A change to Section 26 does not apply retroactively to a dispute of which we had notice before the change.

30.3 Changes to the Service

We may change the Service as described in Section 4.3. Where we discontinue a core feature of a paid plan during your paid term without a substantially equivalent replacement, you may terminate the affected subscription on notice to us and receive a pro rata refund of prepaid fees for the unused remainder of the term. That is your sole remedy for such a change.

31. Notices and Electronic Communications

You consent to receive communications from us electronically, and agree that electronic communications, agreements, and records satisfy any legal requirement that they be in writing or signed. Notices to you may be sent to the email address on your Account or given in-product, and are deemed received when sent or displayed. Notices to us must be sent to legal@cenizaslabs.com and, for formal legal notices, also by mail to Cenizas Labs, Inc., 13428 Burrough Farm Dr, Herndon, VA 20171, United States, and are deemed received on confirmed delivery. Keep your contact details current; you are responsible for notices sent to an address you failed to update. If you withdraw consent to electronic communications, we may terminate your Account, as we cannot operate the Service without it.

32. Force Majeure

Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labour disruption, government action, sanctions, internet or telecommunications failure, utility or hosting provider outage, denial-of-service attack, or the failure or withdrawal of a third-party service the Service depends on. The affected party will use reasonable efforts to mitigate and resume performance.

33. Assignment

You may not assign or transfer these Terms or any right under them, whether by operation of law or otherwise, without our prior written consent; any attempt to do so is void. We may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, on notice to you. These Terms bind and benefit the parties’ permitted successors and assigns.

34. General

34.1 Entire agreement

These Terms, together with the documents incorporated by reference and any Order Form, are the entire agreement between you and Cenizas Labs about the Service, and supersede all prior or contemporaneous proposals, representations, and understandings. Neither party relies on any statement not set out in them, except that nothing excludes liability for fraudulent misrepresentation. Terms in a purchase order or vendor portal do not apply and are rejected.

34.2 Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest remains in effect. A failure or delay in enforcing a provision is not a waiver of it, and a waiver is effective only if in writing.

34.3 Relationship and third parties

The parties are independent contractors; these Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Except for the indemnified parties in Section 25 and Apple as described in Section 19.3, there are no third-party beneficiaries.

34.4 Interpretation

Headings are for convenience only. “Including” means including without limitation. No rule of construction resolving ambiguity against the drafter applies. These Terms were drafted in English; if translated, the English version controls in the event of a conflict.

34.5 Equitable relief

Breach of Sections 13, 16, or 17 may cause irreparable harm for which damages are an inadequate remedy, and the non-breaching party may seek injunctive relief without posting a bond, in addition to other remedies.

35. Contact

Questions about these Terms can be sent to legal@cenizaslabs.com. Privacy questions and data rights requests go to privacy@cenizaslabs.com, and product support to support@cenizaslabs.com.

Cenizas Labs, Inc.
13428 Burrough Farm Dr
Herndon, VA 20171
United States