Terms Of Service
Last updated: 09-01-2025
Last updated: 09-01-2025
Effective Date: September 1, 2025
Last Updated: September 1, 2025
Version: 1.0
These Master Terms of Service and Platform Use Agreement (these "Terms") constitute a legally binding agreement between you, or the entity on whose behalf you are accepting these Terms ("Customer," "you," or "your"), and Cerebral OS, Inc., a Delaware corporation, with its principal place of business at 701 Brazos Street, Suite 500, Austin, Texas 78701 ("Cerebral," "Company," "we," "us," or "our"), governing your access to and use of the Cerebral platform and all related services.
WHEREAS, Cerebral has developed and operates a proprietary synthetic labor and autonomous workflow platform that utilizes artificial intelligence, machine learning, large language models, natural language processing, and related computational technologies to perform cognitive tasks, execute business workflows, manage customer interactions, and automate knowledge-work functions;
WHEREAS, Customer desires to access and use such platform and related services for its internal business purposes, subject to the terms and conditions set forth herein;
WHEREAS, the parties acknowledge that the technology underlying the Services is novel, rapidly evolving, inherently probabilistic, and subject to limitations and risks that may not be fully understood, predictable, or controllable at the time of deployment;
WHEREAS, the parties intend for these Terms to establish the comprehensive framework governing their relationship, including the allocation of risks, responsibilities, and liabilities associated with the deployment and use of autonomous and semi-autonomous artificial intelligence systems in commercial and enterprise contexts;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
IMPORTANT: BY ACCESSING, INSTALLING, CONFIGURING, INTEGRATING, DEPLOYING, OPERATING, TESTING, EVALUATING, OR OTHERWISE USING ANY PORTION OF THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THESE TERMS, AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO ANY PROVISION OF THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE SERVICES.
These Terms apply to all access to and use of the Services by Customer and by any and all of Customer's employees, officers, directors, contractors, consultants, agents, affiliates, subsidiaries, successors, assigns, and any other individuals or entities that access or use the Services on Customer's behalf or at Customer's direction (collectively, "Authorized Users"). Customer is responsible for ensuring that all Authorized Users comply with these Terms and shall be liable for any breach thereof by any Authorized User.
If Customer and Cerebral have entered into a separate, duly executed written agreement specifically governing Customer's use of the Services (an "Enterprise Agreement"), such Enterprise Agreement shall control solely to the extent of any express and irreconcilable conflict with the provisions of these Terms. All provisions of these Terms that are not expressly and irreconcilably superseded by the Enterprise Agreement shall remain in full force and effect. In the event of ambiguity, these Terms shall be construed to complement, rather than conflict with, the Enterprise Agreement.
Absent a duly executed Enterprise Agreement between Customer and Cerebral, these Terms constitute the sole and complete agreement governing all use of the Services, including without limitation any trial, proof-of-concept, beta, evaluation, pilot, free-tier, self-serve, production, sandbox, staging, development, testing, experimental, or pre-release deployment or use of any kind.
No purchase order, order form, procurement portal terms, vendor registration terms, supplier code of conduct, request for proposal, statement of work, invoice, or any other document issued by or on behalf of Customer shall modify, supplement, or supersede any provision of these Terms, regardless of whether Cerebral signs, acknowledges, processes, or otherwise engages with such document, unless Cerebral has expressly agreed in a separate writing signed by an authorized officer of Cerebral that such document modifies these Terms.
In the event of any conflict among documents governing the Services, the following order of precedence shall apply, with earlier-listed documents controlling over later-listed documents: (a) any duly executed Enterprise Agreement (solely to the extent of express and irreconcilable conflicts); (b) these Terms; (c) any Order Form or Statement of Work executed by both parties; (d) any policies, guidelines, or documentation published by Cerebral and referenced herein; and (e) any other supplemental terms or exhibits.
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Additional defined terms may be set forth elsewhere in these Terms and shall have the meanings ascribed to them in the context in which they appear.
"Action" means any discrete operation, function call, API request, database query, system command, communication, transaction, workflow step, or other computational or real-world activity initiated, executed, facilitated, or propagated by or through the Services.
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interests.
"Assisted Services" means any assistance, guidance, recommendations, consulting, implementation support, workflow design, configuration review, template provision, best practices, training, onboarding, or other advisory, technical, professional, or implementation services provided by Cerebral or its personnel in connection with the Services, whether provided for a fee or at no charge.
"Authorized Users" has the meaning set forth in Section 1.1.
"Cerebral Materials" means the Services, Documentation, and all software, code, algorithms, models, architectures, interfaces, APIs, tools, scripts, workflows, templates, configurations, data structures, processes, methods, trade secrets, know-how, and other materials developed, owned, or provided by Cerebral.
"Confidential Information" means any non-public information disclosed by either party to the other in connection with these Terms, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, pricing, technical specifications, source code, algorithms, customer lists, and product roadmaps.
"Customer Data" means any and all data, content, files, documents, records, communications, information, instructions, configurations, credentials, or other materials provided to, uploaded to, accessed by, processed by, or generated on behalf of Customer through the Services, including without limitation any data residing in Customer's Third-Party Systems that is accessed or processed by the Services.
"Documentation" means any user guides, technical documentation, API references, knowledge base articles, training materials, release notes, changelogs, specifications, or other written or electronic materials made available by Cerebral describing the features, functions, requirements, or operation of the Services.
"Effective Date" means the earlier of (a) the date Customer first accesses or uses any portion of the Services or (b) the date Customer accepts these Terms.
"Enterprise Agreement" has the meaning set forth in Section 1.2.
"Feedback" means any suggestions, enhancement requests, recommendations, feature requests, bug reports, corrections, ideas, concepts, know-how, techniques, or other feedback provided by Customer or any Authorized User regarding the Services.
"Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, labor disputes, power failures, internet or telecommunications failures, cyberattacks, denial-of-service attacks, or failures of third-party service providers, cloud platforms, or infrastructure.
"Governance Controls" means any human oversight, review, approval, monitoring, audit, escalation, or quality-assurance processes implemented by Customer in connection with the Services.
"Harmful Output" means any Output that is inaccurate, misleading, defamatory, offensive, discriminatory, unlawful, harmful, disruptive, unauthorized, or otherwise undesirable or injurious.
"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, moral rights, rights of publicity, database rights, and all other intellectual property and proprietary rights of any kind, in each case whether registered or unregistered, and including all applications, renewals, extensions, and restorations thereof, in any jurisdiction worldwide.
"Losses" means any and all claims, demands, suits, actions, proceedings, judgments, awards, damages, losses, liabilities, costs, expenses, fines, penalties, taxes, assessments, interest, and fees (including reasonable attorneys' fees and costs of investigation and litigation).
"Outputs" means any and all data, text, communications, messages, actions, transactions, decisions, recommendations, analyses, summaries, reports, workflows, integrations, API calls, database modifications, system commands, automated responses, generated content, or other results, consequences, or effects generated, executed, initiated, facilitated, propagated, or produced by or through the Services, whether or not reviewed or approved by Customer.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined by applicable data protection laws, including without limitation the General Data Protection Regulation (EU) 2016/679, the California Consumer Privacy Act (as amended by the CPRA), and any other applicable privacy or data protection legislation.
"Processing" means any operation or set of operations performed on data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, alignment, combination, restriction, erasure, or destruction.
"Services" means the Cerebral platform, including without limitation all software, applications, application programming interfaces, microservices, orchestration layers, workflow engines, skill execution frameworks, memory systems, model routing and inference services, action layers, governance engines, integration connectors, user interfaces, dashboards, administrative tools, documentation, updates, upgrades, patches, hotfixes, beta features, experimental features, preview features, sandbox environments, development tools, SDKs, and any related materials, components, or functionality, whether provided now or in the future, and whether accessed through web interfaces, APIs, mobile applications, desktop applications, command-line tools, or any other means.
"Service Level Agreement" or "SLA" means any separately executed written agreement between Customer and Cerebral establishing specific availability, performance, or support commitments for the Services.
"Subscription Period" means the period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form, Enterprise Agreement, or, in the absence thereof, the period during which Customer's account remains active.
"Third-Party Systems" means any software, services, platforms, APIs, infrastructure, databases, data sources, tools, applications, or systems not provided, owned, or operated by Cerebral, including without limitation e-commerce platforms, customer relationship management systems, payment processors, communication platforms, helpdesk systems, cloud infrastructure providers, model providers, and any other external systems that interact with or are accessed by the Services.
"Use" means any access, configuration, integration, deployment, execution, operation, testing, evaluation, reliance on, or interaction with the Services or any component thereof, by any means and for any purpose.
Customer acknowledges and agrees that the Services comprise novel, evolving, experimental, probabilistic, and non-deterministic computational systems that incorporate artificial intelligence, machine learning, large language models, natural language processing, autonomous agents, and related technologies. Customer further acknowledges that these technologies are subject to rapid development, that the state of the art is advancing continuously, and that the risks and limitations associated with these technologies may not be fully understood, documented, or predictable at any given time.
Customer acknowledges that certain components of the Services are designed to operate autonomously or semi-autonomously, meaning that they may initiate, execute, or propagate Actions without real-time human oversight, review, or approval. Such autonomous operation is a core design feature of the Services and is not a defect. Customer acknowledges that the degree of autonomy may vary depending on configuration, governance settings, and deployment context, and that Customer is solely responsible for configuring appropriate levels of autonomy and implementing adequate Governance Controls.
Customer acknowledges that the Services rely on probabilistic, stochastic, and statistical methods, including large language models, which generate Outputs based on patterns, probabilities, and contextual inference rather than deterministic logic. As a result, the Services may produce different Outputs given the same or substantially similar inputs, and there is no guarantee that any particular Output will be accurate, complete, appropriate, consistent, or reproducible.
Customer acknowledges and agrees that the Services function as an execution infrastructure and orchestration layer that processes Customer Data, Customer's configurations, Customer's standard operating procedures, Customer's integration permissions, Customer's workflow definitions, and Customer's governance settings to generate Outputs. Accordingly, Outputs are derived from and materially dependent upon such Customer-provided inputs, and the quality, accuracy, appropriateness, and reliability of Outputs are directly and substantially determined by the quality, accuracy, completeness, and correctness of such inputs. Cerebral does not independently originate, author, or editorially control Outputs; rather, the Services execute against Customer-defined parameters using probabilistic computational methods. Customer's role in defining, configuring, testing, and validating these inputs is an essential and non-delegable component of the Services.
Customer expressly acknowledges and agrees that the Services may, without limitation:
(a) produce inaccurate, incomplete, misleading, fabricated, confabulated, biased, offensive, discriminatory, or otherwise erroneous Outputs;
(b) execute Actions that are undesirable, unauthorized, harmful, disruptive, premature, duplicative, or irreversible;
(c) fail to execute intended Actions or fail to complete workflows;
(d) fail silently, partially, intermittently, unpredictably, or catastrophically;
(e) interact with Third-Party Systems in unforeseen, unintended, or destructive ways, including but not limited to issuing unauthorized refunds, sending incorrect communications, modifying or deleting data, or triggering cascading failures across integrated systems;
(f) amplify, propagate, or compound configuration errors, data quality issues, permissioning mistakes, or latent defects in Customer's systems or processes;
(g) exhibit failure modes, vulnerabilities, behaviors, or emergent properties that are presently unknown, not reasonably foreseeable, or not documented;
(h) experience degradation in performance, accuracy, or reliability due to changes in underlying model providers, training data, system updates, or environmental conditions;
(i) be subject to adversarial attacks, prompt injection, data poisoning, model manipulation, or other security vulnerabilities inherent in AI systems; and
(j) generate Outputs that infringe third-party intellectual property rights, violate applicable laws, or create legal, regulatory, contractual, or reputational exposure for Customer.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES INVOLVES INHERENT, MATERIAL, AND POTENTIALLY SIGNIFICANT RISKS, INCLUDING WITHOUT LIMITATION RISKS OF OPERATIONAL FAILURE, DATA LOSS, DATA CORRUPTION, DATA BREACH, SECURITY INCIDENTS, UNAUTHORIZED ACCESS, UNAUTHORIZED TRANSACTIONS, BUSINESS INTERRUPTION, FINANCIAL LOSS, REGULATORY EXPOSURE, LEGAL LIABILITY, TAX LIABILITY, CONTRACTUAL BREACH, CUSTOMER HARM, EMPLOYEE HARM, AND REPUTATIONAL DAMAGE, AND THAT CUSTOMER VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY ASSUMES ALL SUCH RISKS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Cerebral makes no representations, warranties, or guarantees regarding the performance, accuracy, reliability, completeness, timeliness, or fitness of any Output or the Services generally. Past performance of the Services is not indicative of future results. Any benchmarks, case studies, testimonials, success metrics, or performance data shared by Cerebral are provided for illustrative purposes only and do not constitute a warranty or guarantee of any particular outcome.
Subject to Customer's compliance with these Terms and timely payment of all applicable fees, Cerebral hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Period solely for Customer's internal business purposes and in accordance with the Documentation and any applicable usage limits, seat counts, or tier restrictions specified in the applicable Order Form or Enterprise Agreement.
Except as expressly authorized in these Terms, Customer shall not, and shall not permit any Authorized User or third party to:
(a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or any Cerebral Materials;
(b) sublicense, resell, rent, lease, lend, distribute, or otherwise make the Services available to any third party, whether on a service bureau, managed service, or any other basis;
(c) use the Services to develop, train, improve, or benchmark any competing product or service;
(d) circumvent, disable, or interfere with any security, access control, rate limiting, usage metering, or technical protective measures of the Services;
(e) access the Services through any means other than the interfaces and methods provided or authorized by Cerebral;
(f) use the Services in any manner that violates applicable law, regulation, or industry standard, or that infringes or misappropriates any third-party rights;
(g) introduce malicious code, viruses, worms, Trojan horses, or other harmful software into the Services or any systems connected thereto;
(h) use the Services to send unsolicited communications, spam, or phishing messages;
(i) use the Services to generate content that is defamatory, obscene, threatening, harassing, or that promotes violence or illegal activity;
(j) exceed any applicable usage limits, rate limits, API quotas, or seat counts; or
(k) remove, alter, or obscure any proprietary notices, labels, or markings on or in the Services.
Cerebral retains all right, title, and interest in and to the Services, all Cerebral Materials, and all Intellectual Property Rights therein. Nothing in these Terms shall be construed as granting Customer any right, title, or interest in or to the Services or Cerebral Materials except the limited license expressly set forth in Section 4.1. All rights not expressly granted are reserved by Cerebral.
Cerebral reserves the right to suspend or restrict Customer's access to the Services, in whole or in part, immediately and without prior notice, if Cerebral reasonably believes that: (a) Customer has breached these Terms; (b) Customer's use of the Services poses a security risk to Cerebral or any third party; (c) Customer's use is interfering with other customers' use of the Services; (d) Customer's account is delinquent in payment; or (e) suspension is required to comply with applicable law or a valid legal process. Cerebral shall use commercially reasonable efforts to notify Customer promptly of any such suspension, but failure to do so shall not create liability.
The Services do not constitute, and shall not be construed as, legal, financial, investment, accounting, tax, medical, clinical, regulatory, compliance, human resources, or any other form of professional advice. Cerebral does not hold itself out as providing professional services in any regulated field. Customer should consult qualified professionals for advice specific to its circumstances.
Nothing in these Terms or in the provision of the Services creates or shall be construed to create any agency, partnership, joint venture, employment, fiduciary, trust, or advisory relationship between Cerebral and Customer. Neither party has the authority to bind the other or to make representations, warranties, or commitments on the other's behalf. The Services operate as tools and infrastructure under Customer's direction and control, and any Actions taken by the Services are taken on behalf of and at the direction of Customer, not on behalf of Cerebral.
Customer shall not rely on the Services, any Output, any Action, or any result generated by the Services as a sole, primary, or authoritative basis for any decision, action, or omission that has legal, financial, regulatory, medical, safety-critical, or material business consequences. Customer acknowledges that all Outputs are probabilistic in nature and require independent verification, validation, and professional judgment before implementation or reliance.
Customer retains sole and exclusive responsibility for all business, operational, legal, regulatory, financial, tax, employment, safety, strategic, and ethical decisions made in connection with or based on the Services. Customer's use of the Services does not diminish, delegate, transfer, or otherwise affect Customer's obligations under applicable law, regulation, contract, or professional standard.
Any implementation of human-in-the-loop review, approval workflows, escalation procedures, monitoring systems, audit processes, quality assurance checks, or other Governance Controls is solely Customer's responsibility. The absence, failure, inadequacy, or circumvention of such Governance Controls shall not create any duty, obligation, standard of care, or liability for Cerebral. Cerebral may provide tools, features, or recommended configurations to facilitate Governance Controls, but the selection, implementation, testing, monitoring, and maintenance of such controls remains Customer's sole responsibility.
Customer is solely responsible for all configurations, settings, permissions, access controls, role assignments, workflow definitions, skill configurations, standard operating procedure definitions, integration mappings, credential management, and deployment decisions relating to the Services. Customer acknowledges that incorrect configuration may result in unintended, harmful, or irreversible consequences.
Customer acknowledges and agrees that the Services are capable of initiating, executing, and propagating Actions across multiple interconnected systems at machine speed and at scale. This means that errors, misconfigurations, or unintended behaviors may result in rapid, amplified, cascading, compounding, or systemic failures that could affect multiple systems, databases, customer accounts, financial instruments, or communications simultaneously and within timeframes that preclude real-time human intervention.
Customer acknowledges that integrating the Services with Third-Party Systems introduces additional risks, including but not limited to: (a) data inconsistencies between systems; (b) permission escalation or over-permissioning that grants the Services access beyond what Customer intended; (c) cascading failures where an error in one system propagates through integrations; (d) data loss or corruption in connected systems; (e) rate limiting or throttling by Third-Party Systems; (f) API version incompatibilities; and (g) security vulnerabilities introduced through integration endpoints. Customer is solely responsible for assessing and mitigating these risks.
Customer is solely responsible for the security of all credentials, API keys, tokens, passwords, secrets, and access mechanisms used in connection with the Services, including without limitation those used to connect the Services to Third-Party Systems. Customer shall implement appropriate security measures, including credential rotation, least-privilege access principles, multi-factor authentication where available, and regular access reviews. Cerebral shall have no liability for any unauthorized access, data breach, or other security incident resulting from Customer's failure to adequately secure credentials or access mechanisms.
CUSTOMER AGREES THAT ALL RISKS ARISING FROM CONFIGURATION, PERMISSIONING, INTEGRATION, AND DEPLOYMENT DECISIONS ARE BORNE SOLELY BY CUSTOMER, AND THAT CEREBRAL SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONSEQUENCES ARISING FROM SUCH DECISIONS, INCLUDING WITHOUT LIMITATION UNAUTHORIZED TRANSACTIONS, DATA DELETION OR CORRUPTION, SERVICE OUTAGES, REGULATORY VIOLATIONS, CONTRACTUAL BREACHES, CUSTOMER HARM, OR FINANCIAL OR REPUTATIONAL DAMAGE.
From time to time, Cerebral may provide Assisted Services to Customer, whether pursuant to a separate professional services engagement, as part of onboarding, as complimentary implementation support, or informally in the course of the parties' relationship. Assisted Services may include, without limitation, workflow design assistance, configuration recommendations, integration guidance, template provision, best practices consultation, performance optimization suggestions, training sessions, and technical troubleshooting.
Customer acknowledges and agrees that all Assisted Services are provided solely for Customer's convenience and reference and do not alter, diminish, or otherwise affect the allocation of risks, responsibilities, and liabilities established by these Terms. Customer retains sole and exclusive responsibility for all configurations, workflows, permissions, integrations, deployments, approval processes, testing, validation, and operational decisions, including without limitation those made in reliance on or based in whole or in part on Assisted Services.
Assisted Services are provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS," without warranties of any kind, express, implied, or statutory. The provision of Assisted Services does not create any professional services relationship, consulting relationship, fiduciary duty, agency, partnership, or advisory relationship, and does not impose any duty, standard of care, obligation of competence, or liability on Cerebral beyond the express terms of these Terms. Cerebral does not warrant that any Assisted Services will be accurate, complete, current, suitable for Customer's purposes, or free from errors.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATING TO ASSISTED SERVICES OR ANY WORKFLOWS, CONFIGURATIONS, INTEGRATIONS, OR IMPLEMENTATIONS CREATED WITH OR BASED ON ASSISTED SERVICES, WHETHER SUCH ASSISTANCE WAS PROVIDED FOR A FEE OR AT NO CHARGE, AND WHETHER OR NOT CEREBRAL WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POTENTIAL FOR SUCH DAMAGES, LOSSES, OR CLAIMS.
Customer acknowledges and agrees that the Services are not designed, intended, validated, tested, or certified to comply with any specific regulatory regime, framework, standard, or certification requirement, including without limitation: (a) financial services, securities, banking, insurance, or investment regulations (including but not limited to SEC, FINRA, CFTC, OCC, FDIC, or equivalent requirements); (b) healthcare, medical device, clinical, pharmaceutical, or life sciences regulations (including but not limited to HIPAA, HITECH, FDA, EU MDR, or equivalent requirements); (c) consumer protection, fair lending, fair credit, anti-discrimination, or equal opportunity regulations; (d) employment, labor, workplace safety, or workers' compensation regulations; (e) tax, customs, trade, sanctions, anti-money laundering, or anti-corruption regulations; (f) data protection and privacy regulations (including but not limited to GDPR, CCPA/CPRA, LGPD, PIPA, or equivalent requirements); (g) telecommunications, broadcasting, or content moderation regulations; or (h) any other industry-specific, sector-specific, or jurisdiction-specific regulatory requirements.
The Services are not a substitute for the judgment, expertise, and oversight of licensed professionals, including attorneys, accountants, tax advisors, financial advisors, physicians, pharmacists, engineers, or other regulated professionals. Any use of the Services in connection with activities that require professional licensure, certification, or oversight must be conducted under the supervision of appropriately qualified professionals.
The Services are not designed or intended for use in safety-critical applications, including without limitation applications where failure could reasonably be expected to result in death, personal injury, severe property damage, or environmental damage. Customer shall not use the Services in connection with: (a) medical diagnosis, treatment, or patient care decisions; (b) autonomous vehicle operation or control; (c) weapons systems or military operations; (d) critical infrastructure control systems (including power grids, water treatment, or transportation systems); (e) emergency response or dispatch systems; or (f) any other application where a failure of the Services could reasonably be expected to cause physical harm.
Customer is solely and exclusively responsible for determining whether its use of the Services complies with all applicable laws, regulations, regulatory guidance, industry standards, professional standards, contractual obligations, tax obligations, reporting obligations, and ethical requirements. Cerebral makes no representations regarding the legality of Customer's use of the Services in any particular jurisdiction, industry, or context.
As between Customer and Cerebral, Customer retains all right, title, and interest in and to Customer Data. Customer grants Cerebral a non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, copy, and display Customer Data solely as necessary to provide the Services, perform obligations under these Terms, and improve the Services (subject to Section 9.5).
Customer represents and warrants that: (a) it has all necessary rights, permissions, consents, and legal bases to provide Customer Data to Cerebral and to authorize Cerebral's processing thereof as contemplated by these Terms; (b) Customer Data does not and will not violate any applicable law, regulation, or third-party right; (c) Customer has provided all necessary notices and obtained all necessary consents required under applicable data protection laws in connection with the processing of Personal Data through the Services; and (d) Customer has implemented appropriate data quality, data integrity, and data security measures for Customer Data.
Cerebral shall implement and maintain commercially reasonable administrative, technical, and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. However, Customer acknowledges that no security measures are perfect or impenetrable, and Cerebral does not warrant that Customer Data will be completely secure or free from unauthorized access, breach, or loss.
To the extent that Cerebral processes Personal Data on behalf of Customer, the parties shall enter into a Data Processing Agreement that complies with the requirements of applicable data protection laws. Such Data Processing Agreement shall be incorporated into and form part of these Terms.
Customer acknowledges that Cerebral may use aggregated, anonymized, and de-identified data derived from Customer Data and Customer's use of the Services to analyze, improve, optimize, and develop the Services, provided that such data cannot reasonably be used to identify Customer or any individual. Customer may opt out of such use by written notice to Cerebral, subject to any technical limitations.
Upon termination of the Subscription Period, Cerebral shall, at Customer's written request made within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format. Following such thirty (30) day period, or upon Customer's earlier written instruction, Cerebral may delete Customer Data from its active systems in accordance with its standard data retention policies. Notwithstanding the foregoing, Cerebral may retain copies of Customer Data (a) as required by applicable law; (b) in backups made in the ordinary course of business, subject to deletion in accordance with Cerebral's standard backup rotation schedules; and (c) in aggregated, anonymized, or de-identified form.
Unless expressly set forth in a separately executed Service Level Agreement, Cerebral does not guarantee any minimum level of availability, uptime, throughput, latency, performance, reliability, or continuity of the Services. Cerebral shall use commercially reasonable efforts to maintain the availability of the Services, but the Services may be subject to interruptions, delays, outages, and errors.
The Services may be unavailable, degraded, interrupted, restricted, or suspended at any time for any reason, including without limitation: (a) scheduled or unscheduled maintenance; (b) software updates, upgrades, patches, or deployments; (c) errors, bugs, defects, or performance issues; (d) capacity constraints; (e) security incidents or vulnerability remediation; (f) third-party provider failures, outages, or changes; (g) Force Majeure Events; (h) compliance with applicable law or legal process; or (i) business decisions made by Cerebral in its sole discretion.
Cerebral reserves the right, in its sole discretion, to modify, update, enhance, deprecate, replace, rebrand, or restructure the Services or any features, functions, APIs, or components thereof at any time, with or without notice. Such modifications may include changes to functionality, performance characteristics, data formats, API endpoints, integration methods, user interfaces, or pricing. Cerebral shall use commercially reasonable efforts to provide advance notice of material changes, but failure to do so shall not constitute a breach of these Terms.
Cerebral reserves the right to discontinue the Services or any portion thereof, permanently or temporarily, at any time upon thirty (30) days' prior written notice to Customer (or such shorter notice period as may be required by circumstances beyond Cerebral's reasonable control). In the event of permanent discontinuation, Customer's sole remedy shall be a pro-rata refund of any prepaid fees attributable to the unused portion of the Subscription Period following the date of discontinuation.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATING TO ANY DOWNTIME, INTERRUPTION, SUSPENSION, DEGRADATION, MODIFICATION, OR DISCONTINUATION OF THE SERVICES OR ANY PORTION THEREOF.
Customer acknowledges and agrees that the Services utilize large language models and other probabilistic AI systems that are inherently susceptible to errors, hallucinations, confabulations, biases, inconsistencies, and unpredictable behaviors. Such systems may generate Outputs that are factually incorrect, logically unsound, contextually inappropriate, legally problematic, financially harmful, or otherwise unfit for any particular purpose.
Without limiting the generality of the foregoing, Customer acknowledges that the Services may, without limitation:
(a) provide incorrect financial information, including erroneous pricing, refund amounts, billing calculations, or payment instructions;
(b) send inappropriate, inaccurate, offensive, misleading, or unauthorized communications to Customer's customers, partners, regulators, or other stakeholders;
(c) make unauthorized commitments, promises, representations, or warranties on Customer's behalf;
(d) execute unauthorized transactions, including refunds, credits, adjustments, cancellations, or orders;
(e) disclose confidential, proprietary, or sensitive information to unauthorized parties;
(f) misclassify, misroute, or fail to escalate customer inquiries, complaints, or issues that require human intervention;
(g) generate content that infringes third-party intellectual property rights;
(h) produce discriminatory, biased, or legally impermissible decisions or recommendations; and
(i) fail to comply with Customer's standard operating procedures, policies, or governance requirements despite being configured to do so.
Customer bears sole responsibility for implementing appropriate monitoring, review, approval, quality assurance, and escalation processes to detect and mitigate Harmful Outputs. Customer shall not deploy the Services in production environments without adequate oversight mechanisms appropriate to the risk profile of the applicable use case.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATING TO ANY ERRONEOUS, HARMFUL, UNAUTHORIZED, OR UNINTENDED OUTPUTS OR ACTIONS, REGARDLESS OF WHETHER SUCH OUTPUTS OR ACTIONS RESULT FROM MODEL ERRORS, CONFIGURATION ISSUES, INTEGRATION FAILURES, DATA QUALITY PROBLEMS, OR ANY OTHER CAUSE.
Customer acknowledges that the Services may depend on, integrate with, or utilize Third-Party Systems, including without limitation cloud infrastructure providers (such as Amazon Web Services), large language model providers (such as Anthropic and OpenAI), integration platforms, payment processors, communication platforms, e-commerce platforms, customer relationship management systems, helpdesk systems, and other external services and APIs.
Cerebral does not control, operate, own, or endorse any Third-Party Systems and shall not be responsible or liable for the availability, performance, accuracy, security, legality, reliability, content, or conduct of any Third-Party System. Changes to, outages of, discontinuation of, or failures in Third-Party Systems may materially affect the functionality, availability, or performance of the Services, and Cerebral shall have no obligation to remedy any such effects.
Customer's use of any Third-Party Systems in connection with the Services may be subject to separate terms, conditions, and privacy policies established by the providers of such Third-Party Systems. Customer is solely responsible for reviewing, accepting, and complying with all such third-party terms. Cerebral is not a party to any agreement between Customer and any third-party provider.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATING TO ANY FAILURE, OUTAGE, CHANGE, DEGRADATION, TERMINATION, BREACH, OR ERROR OF OR IN ANY THIRD-PARTY SYSTEM, OR ANY CONSEQUENCES THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPACT ON THE AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY OF THE SERVICES.
The Services are not warranted, designed, or intended to ensure compliance with any law, regulation, regulatory guidance, tax rule, reporting obligation, professional standard, or contractual requirement. Customer is solely responsible for all legal, regulatory, tax, and compliance analysis and determinations associated with its use of the Services.
Customer is solely responsible for all taxes, duties, levies, tariffs, assessments, and government charges applicable to Customer's use of the Services, the Outputs generated by the Services, and any actions taken based on or in connection with the Services. Cerebral shall have no responsibility for determining the tax implications of Customer's use of the Services or any Outputs.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY FINES, PENALTIES, TAXES, ASSESSMENTS, BACK PAYMENTS, INTEREST, SANCTIONS, CONSENT ORDERS, CEASE-AND-DESIST ORDERS, INVESTIGATIONS, ENFORCEMENT ACTIONS, LITIGATION, SETTLEMENTS, OR OTHER REGULATORY, TAX, OR LEGAL CONSEQUENCES ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF THE SERVICES.
As between the parties, Cerebral owns and retains all right, title, and interest in and to the Services, all Cerebral Materials, and all Intellectual Property Rights therein, including without limitation all software, code, algorithms, models, weights, architectures, training data, APIs, interfaces, designs, trade secrets, inventions, improvements, and modifications, whether or not developed using or informed by Customer Data or Feedback.
As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data and all Intellectual Property Rights therein. Nothing in these Terms shall be construed as transferring ownership of Customer Data to Cerebral.
Ownership of Outputs shall be governed by applicable law. To the extent that Cerebral has any rights in Outputs, Cerebral hereby assigns to Customer all such rights. Customer acknowledges that Outputs may not be protectable under applicable intellectual property law, and Cerebral makes no representations regarding the protectability, originality, or non-infringement of any Outputs.
If Customer or any Authorized User provides Feedback, Customer hereby grants Cerebral a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such Feedback for any purpose, without obligation, restriction, attribution, or compensation of any kind.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use Confidential Information solely for the purposes contemplated by these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
A party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the disclosing party (to the extent legally permitted) gives prompt written notice to the other party to enable it to seek a protective order or other appropriate remedy, and discloses only the minimum amount of information required.
Customer shall pay all fees specified in the applicable Order Form, Enterprise Agreement, or pricing page in accordance with the payment terms specified therein. All fees are quoted in U.S. dollars unless otherwise specified and are non-refundable except as expressly set forth herein.
If Customer fails to make any payment when due, Cerebral may: (a) charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law; (b) suspend Customer's access to the Services upon ten (10) days' written notice; and (c) recover all reasonable costs of collection, including attorneys' fees. Late payment shall constitute a material breach of these Terms.
All fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added, goods and services, withholding, and other taxes and government charges (other than taxes based on Cerebral's net income) imposed in connection with these Terms or Customer's use of the Services.
Cerebral may modify its pricing upon thirty (30) days' prior written notice to Customer. Unless Customer terminates the Services before the effective date of the price change, Customer shall be deemed to have accepted the new pricing. Price changes shall not apply to prepaid Subscription Periods until the commencement of the next renewal period.
These Terms are effective as of the Effective Date and shall continue in effect until terminated in accordance with this Article 17. The Subscription Period shall be as specified in the applicable Order Form or Enterprise Agreement, or, in the absence thereof, shall continue on a month-to-month basis.
Either party may terminate these Terms or the Subscription Period for any reason upon thirty (30) days' prior written notice to the other party. Customer shall remain liable for all fees accrued through the effective date of termination.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof (or ten (10) days in the case of a payment breach); (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding; or (c) ceases to operate in the ordinary course of business.
Upon termination of these Terms for any reason: (a) all licenses and rights granted hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Services; (c) Customer shall pay all fees accrued through the effective date of termination; (d) each party shall return or destroy all Confidential Information of the other party in its possession; and (e) the provisions of these Terms that by their nature should survive termination shall survive, including without limitation Articles 5, 9.6, 12, 13, 14, 15, 18, 19, 20, 21, 22, and 23.
THE SERVICES, ALL CEREBRAL MATERIALS, ALL OUTPUTS, AND ALL ASSISTED SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, COMPATIBILITY, INTEGRATION, QUALITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, CEREBRAL DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ERROR, DELAY, OR DEFECT; (C) ANY OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR NON-INFRINGING; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (E) THE SERVICES WILL BE COMPATIBLE WITH ANY THIRD-PARTY SYSTEMS; (F) THE SERVICES WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; OR (G) THE SERVICES WILL COMPLY WITH ANY APPLICABLE LAW, REGULATION, OR INDUSTRY STANDARD.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer. In such jurisdictions, Cerebral's warranties are limited to the minimum extent permitted by applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEREBRAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR MULTIPLIED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL HARM, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGULATORY FINES OR PENALTIES, TAX ASSESSMENTS, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE) AND REGARDLESS OF WHETHER CEREBRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO CEREBRAL FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR SERIES OF RELATED EVENTS GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).
Customer acknowledges and agrees that the disclaimers of warranties, limitations of liability, and exclusions of damages set forth in these Terms are essential elements of the basis of the bargain between Customer and Cerebral, that Cerebral's pricing reflects these allocations of risk, and that these Terms would not have been entered into without such provisions. Customer further acknowledges that the liability cap set forth in Section 19.2 is fair and reasonable given the nature of the Services, the fees charged, and the risks involved.
The limitations and exclusions set forth in this Article 19 shall apply to the maximum extent permitted by applicable law, even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of certain types of damages, so some of the above limitations may not apply to Customer. In such jurisdictions, Cerebral's liability shall be limited to the minimum extent permitted by applicable law.
Customer shall defend, indemnify, and hold harmless Cerebral and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Cerebral Indemnified Parties") from and against any and all Losses arising out of or relating to: (a) Customer's use of the Services; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party right; (c) any Outputs generated through Customer's use of the Services; (d) Customer's integrations with Third-Party Systems; (e) Customer's violation or alleged violation of any applicable law, regulation, or third-party right; (f) Customer's breach of these Terms; (g) any regulatory, tax, or compliance proceeding arising from Customer's use of the Services; (h) any claim by an Authorized User or third party arising from Customer's deployment or configuration of the Services; or (i) Customer's failure to implement adequate Governance Controls.
Cerebral shall: (a) promptly notify Customer in writing of any claim for which indemnification is sought (provided that failure to give timely notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced); (b) grant Customer sole control of the defense and settlement of such claim (provided that Customer shall not settle any claim without Cerebral's prior written consent if the settlement imposes any obligation on Cerebral or does not include a complete release of all Cerebral Indemnified Parties); and (c) provide reasonable cooperation to Customer at Customer's expense.
Cerebral shall defend, indemnify, and hold harmless Customer from and against any third-party claim that Customer's authorized use of the Services in compliance with these Terms directly infringes a valid United States patent or copyright of such third party, provided that Cerebral shall have no obligation under this Section 20.3 to the extent any claim arises from: (a) Customer Data; (b) Customer's modification of the Services; (c) Customer's combination of the Services with any non-Cerebral products, services, or data; (d) Customer's use of the Services in violation of these Terms; or (e) Customer's use of a non-current version of the Services if the infringement would have been avoided by use of a current version. This Section 20.3 states Cerebral's sole liability and Customer's exclusive remedy with respect to any intellectual property infringement claim.
Before initiating any formal dispute resolution proceeding, the parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through direct negotiation between senior representatives of each party. Either party may initiate this process by providing written notice to the other party describing the dispute and proposed resolution. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the dispute informally.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved through informal negotiation pursuant to Section 21.1 shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules. The arbitration shall take place in Travis County, Texas, unless the parties mutually agree to an alternative location or virtual proceedings.
The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
CUSTOMER AGREES THAT ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN CUSTOMER'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE, CLASS, OR COLLECTIVE PROCEEDING.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND CEREBRAL EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
Notwithstanding anything to the contrary in this Article 21, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending the appointment of an arbitrator and the arbitrator's determination of the merits. Any such judicial action shall not constitute a waiver of the right to compel arbitration of any dispute.
Any claim or cause of action arising out of or relating to these Terms or the Services must be commenced within one (1) year after the date on which the claim or cause of action accrued, regardless of when the claimant knew or should have known of the facts giving rise to the claim. Any claim not commenced within such period shall be permanently barred. This limitation period applies to the maximum extent permitted by applicable law.
These Terms and any dispute or claim arising out of or relating to these Terms, the Services, or the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Subject to the arbitration provisions of Article 21, any litigation arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Travis County, Texas, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
These Terms, together with any Order Forms, Enterprise Agreements, Data Processing Agreements, and exhibits expressly referenced herein, constitute the entire agreement between Customer and Cerebral regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter.
Cerebral reserves the right to modify these Terms at any time by posting an updated version on its website or by providing written notice to Customer. Material changes shall be effective thirty (30) days after posting or notice. Customer's continued use of the Services following such notice period constitutes acceptance of the modified Terms. If Customer does not agree to any modification, Customer's sole remedy is to terminate its use of the Services prior to the effective date of the modification.
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.
Customer may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms without the prior written consent of Cerebral. Cerebral may freely assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without notice or consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless in writing and signed by the waiving party.
Neither party shall be liable for any delay or failure in performance resulting from a Force Majeure Event, provided that the affected party gives prompt written notice of the Force Majeure Event and uses commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate these Terms upon written notice.
All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email to the address on file; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, first class, postage prepaid. Notices to Cerebral shall be sent to: Cerebral OS, Inc., 701 Brazos Street, Suite 500, Austin, Texas 78701, Attn: Legal Department.
The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties.
These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms, except as specifically provided in Sections 20.1 and 20.3 with respect to the Cerebral Indemnified Parties.
The headings and captions used in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
To the extent these Terms are executed in counterpart form (such as in connection with an Enterprise Agreement), each counterpart shall constitute an original, and all counterparts together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.
These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing the Terms to be drafted. The word "including" means "including without limitation." References to sections, articles, and exhibits are to sections, articles, and exhibits of these Terms unless otherwise specified.
Customer shall comply with all applicable export control and sanctions laws and regulations, including those of the United States, in connection with its use of the Services. Customer represents and warrants that it is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions, and that it is not designated on any U.S. government restricted party list.
If Customer is a U.S. government entity or the Services are being acquired for use by a U.S. government entity, the Services constitute "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. § 2.101, and are provided with only those rights as are granted to all other customers under these Terms.
This Exhibit A applies to any beta, preview, pilot, experimental, pre-release, early access, sandbox, or other non-generally-available features, functions, or components of the Services (collectively, "Beta Features"). This Exhibit supplements and, to the extent of any conflict, supersedes the main body of these Terms solely with respect to Beta Features.
Customer acknowledges and agrees that Beta Features are pre-release, experimental, untested, and inherently unstable. Beta Features may contain defects, bugs, errors, vulnerabilities, performance limitations, and incomplete functionality. Beta Features may change materially, be modified, or be discontinued at any time without notice or liability. The availability, features, and specifications of Beta Features are subject to change at Cerebral's sole discretion.
Customer assumes all risks associated with the use of Beta Features, including without limitation risks of data loss or corruption, system failure, security incidents, business interruption, integration failures, and incompatibility with Customer's existing systems or workflows. Customer acknowledges that Beta Features may not have undergone the same level of testing, validation, or quality assurance as generally available features.
CEREBRAL PROVIDES BETA FEATURES WITHOUT ANY WARRANTIES, COMMITMENTS, SERVICE LEVEL AGREEMENTS, OR SUPPORT OBLIGATIONS OF ANY KIND, EXPRESS OR IMPLIED. BETA FEATURES ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS. CEREBRAL DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO CUSTOMER'S USE OF BETA FEATURES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Customer agrees to provide reasonable feedback regarding Beta Features as requested by Cerebral. All Feedback regarding Beta Features shall be subject to Section 14.4 of these Terms.
The existence, features, functionality, and specifications of Beta Features constitute Cerebral's Confidential Information. Customer shall not disclose any information regarding Beta Features to any third party without Cerebral's prior written consent.
This Acceptable Use Policy applies to all use of the Services and supplements the restrictions set forth in Article 4 of these Terms. Customer shall ensure that all Authorized Users comply with this policy.
Customer shall not use the Services to:
(a) violate any applicable law, regulation, or third-party right;
(b) engage in or facilitate fraud, deception, or misrepresentation;
(c) process, store, or transmit any data in violation of applicable data protection, privacy, or security laws;
(d) interfere with or disrupt the integrity or performance of the Services or any Third-Party Systems;
(e) attempt to gain unauthorized access to any systems, networks, or data;
(f) harvest, scrape, or collect data in violation of applicable terms of service or law;
(g) engage in any activity that could damage, disable, overburden, or impair the Services;
(h) use the Services to develop weapons, surveillance tools, or other harmful technologies;
(i) use the Services to generate or distribute spam, malware, or other unsolicited or harmful content; or
(j) use the Services in any manner that is inconsistent with the Documentation or any applicable policies published by Cerebral.
Cerebral reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate action, including suspension or termination of access, removal of content, and reporting to law enforcement authorities.
This Exhibit C applies only to customers who have entered into an Enterprise Agreement that expressly incorporates these Service Level Terms. Absent such incorporation, no service level commitments apply.
Subject to Section C.3, Cerebral shall use commercially reasonable efforts to maintain the availability of the production Services at a rate of ninety-nine percent (99.0%) during each calendar month, as measured by Cerebral's monitoring systems (the "Availability Target"). Availability is calculated as: ((Total Minutes in Month − Minutes of Unplanned Downtime) / Total Minutes in Month) × 100.
The Availability Target excludes any downtime resulting from: (a) scheduled maintenance performed during Cerebral's published maintenance windows; (b) Force Majeure Events; (c) failures of Third-Party Systems; (d) Customer-caused issues, including misconfigurations, excessive API calls, or actions by Authorized Users; (e) features designated as beta, preview, or experimental; or (f) suspension of access pursuant to Section 4.4 of these Terms.
If Cerebral fails to meet the Availability Target in any calendar month, Customer's sole and exclusive remedy shall be a service credit equal to: (a) five percent (5%) of the monthly fee for availability between 98.0% and 98.99%; (b) ten percent (10%) of the monthly fee for availability between 95.0% and 97.99%; and (c) twenty percent (20%) of the monthly fee for availability below 95.0%. Service credits shall not exceed twenty percent (20%) of the applicable monthly fee in any calendar month and shall be applied as a credit against future invoices. Service credits are Customer's sole and exclusive remedy for any failure to meet the Availability Target.
To receive a service credit, Customer must submit a written request to Cerebral within thirty (30) days of the end of the applicable calendar month, including a description of the downtime event and the dates and times affected. Cerebral shall review the request and, if the credit is warranted, apply it to Customer's next invoice.
Cerebral OS, Inc. — 701 Brazos Street, Suite 500, Austin, Texas 78701
