These Master Terms of Service and Platform Use Agreement ("Terms") constitute a legally binding agreement between you ("Customer") and Cerebral OS, Inc., a Delaware corporation with its principal place of business at 701 Brazos Street, Suite 500, Austin, Texas 78701.
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.
These Terms apply to all access to and use of the Services by Customer and all Authorized Users. Customer is responsible for ensuring that all Authorized Users comply with these Terms.
If Customer and Cerebral have entered into a separate written Enterprise Agreement, such agreement shall control solely to the extent of any express and irreconcilable conflict with these Terms. All provisions not expressly superseded shall remain in full force.
Absent a duly executed Enterprise Agreement, these Terms constitute the sole and complete agreement governing all use of the Services, including trial, beta, evaluation, pilot, free-tier, and production use.
No purchase order, procurement portal terms, or other document issued by Customer shall modify these Terms unless Cerebral has expressly agreed in a separate writing signed by an authorized officer.
In the event of any conflict: (a) Enterprise Agreement; (b) these Terms; (c) any Order Form or SOW executed by both parties; (d) policies and documentation published by Cerebral; (e) other supplemental terms.
Key defined terms used throughout these Terms include:
Customer acknowledges that the Services comprise novel, evolving, probabilistic, and non-deterministic systems incorporating AI, machine learning, and large language models. These technologies are subject to rapid development and limitations that may not be fully understood or predictable.
Certain components are designed to operate autonomously or semi-autonomously, initiating Actions without real-time human oversight. This is a core design feature, not a defect. Customer is solely responsible for configuring appropriate autonomy levels and Governance Controls.
The Services rely on probabilistic methods that may produce different Outputs from the same inputs. There is no guarantee that any Output will be accurate, complete, appropriate, consistent, or reproducible.
Outputs are materially dependent on Customer-provided configurations, data, and settings. The quality and reliability of Outputs are directly determined by the quality and accuracy of Customer's inputs. Customer's role in defining and validating inputs is essential and non-delegable.
Customer acknowledges the Services may produce inaccurate or harmful Outputs, execute undesired actions, fail silently or catastrophically, interact with Third-Party Systems in unforeseen ways, and exhibit unknown failure modes or security vulnerabilities including prompt injection and adversarial attacks.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES INVOLVES INHERENT, MATERIAL, AND POTENTIALLY SIGNIFICANT RISKS, INCLUDING RISKS OF OPERATIONAL FAILURE, DATA LOSS, SECURITY INCIDENTS, FINANCIAL LOSS, AND REPUTATIONAL DAMAGE, AND THAT CUSTOMER VOLUNTARILY AND IRREVOCABLY ASSUMES ALL SUCH RISKS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Cerebral makes no representations regarding the performance, accuracy, or fitness of any Output. Past performance is not indicative of future results. Any benchmarks or case studies are for illustrative purposes only.
Subject to compliance with these Terms and timely payment of fees, Cerebral 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.
Customer shall not: reverse engineer or decompile the Services; sublicense or resell access; use the Services to develop competing products; circumvent security measures; use the Services unlawfully or to infringe third-party rights; introduce malicious code; send spam; or remove proprietary notices.
Cerebral retains all right, title, and interest in the Services and all Cerebral Materials. All rights not expressly granted are reserved.
Cerebral may suspend access immediately if Customer has breached these Terms, poses a security risk, interferes with other customers, is delinquent in payment, or suspension is required by law.
The Services do not constitute legal, financial, medical, regulatory, or any other form of professional advice. Customer should consult qualified professionals for advice specific to its circumstances.
Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship. Actions taken by the Services are taken on behalf of and at the direction of Customer, not Cerebral.
Customer shall not rely on the Services or any Output as a sole or primary basis for any decision with legal, financial, regulatory, medical, or material business consequences. All Outputs require independent verification before implementation.
Customer retains sole and exclusive responsibility for all business, operational, legal, regulatory, financial, and ethical decisions made in connection with the Services.
Implementation of human-in-the-loop review, approval workflows, monitoring, and quality assurance is solely Customer's responsibility. Cerebral may provide tools to facilitate Governance Controls, but selection, implementation, and maintenance remains Customer's sole responsibility.
Customer is solely responsible for all configurations, permissions, workflow definitions, integration mappings, and deployment decisions. Incorrect configuration may result in unintended, harmful, or irreversible consequences.
The Services can initiate and propagate Actions at machine speed across multiple systems simultaneously. Errors or misconfigurations may result in rapid, cascading failures that preclude real-time human intervention.
Integrating the Services with Third-Party Systems introduces additional risks including data inconsistencies, over-permissioning, cascading failures, data loss, and security vulnerabilities. Customer is solely responsible for assessing and mitigating these risks.
Customer is solely responsible for the security of all credentials, API keys, tokens, and access mechanisms. Cerebral shall have no liability for any breach resulting from Customer's failure to adequately secure credentials.
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.
Cerebral may provide workflow design assistance, configuration recommendations, integration guidance, training, and technical troubleshooting as Assisted Services, whether pursuant to a separate engagement or informally.
Assisted Services are provided solely for Customer's convenience and do not alter the allocation of risks and responsibilities established by these Terms. Customer retains sole responsibility for all configurations, workflows, and operational decisions.
ASSISTED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATING TO ASSISTED SERVICES OR ANY WORKFLOWS OR CONFIGURATIONS CREATED WITH SUCH ASSISTANCE.
The Services are not designed, validated, or certified to comply with any specific regulatory regime, including financial services (SEC, FINRA), healthcare (HIPAA, FDA), data protection (GDPR, CCPA), or any other industry-specific regulatory requirements.
The Services are not a substitute for the judgment of licensed professionals. Any use in connection with regulated activities must be conducted under supervision of appropriately qualified professionals.
The Services are not designed for safety-critical applications where failure could result in death, personal injury, or severe property damage. Customer shall not use the Services for medical diagnosis, autonomous vehicles, weapons systems, critical infrastructure, or emergency response.
Customer is solely and exclusively responsible for determining whether its use of the Services complies with all applicable laws, regulations, professional standards, and ethical requirements.
Customer retains all right, title, and interest in Customer Data. Customer grants Cerebral a limited license to process Customer Data solely as necessary to provide the Services.
Customer represents that it has all necessary rights and consents to provide Customer Data to Cerebral and that Customer Data does not violate applicable law or third-party rights.
Cerebral shall implement commercially reasonable security measures to protect Customer Data. No security measures are perfect, and Cerebral does not warrant that Customer Data will be completely secure.
The parties shall enter into a Data Processing Agreement where required by applicable law. Cerebral may use aggregated, anonymized data to improve the Services. Upon termination, Customer may request export of Customer Data within 30 days, after which Cerebral may delete it per its standard policies.
Unless set forth in a separately executed SLA, Cerebral does not guarantee any minimum level of availability, uptime, or performance. The Services may be subject to interruptions, delays, and errors.
The Services may be interrupted for maintenance, updates, security remediation, third-party failures, or Force Majeure Events. Cerebral may modify or deprecate features at any time with commercially reasonable notice.
Cerebral may discontinue the Services upon 30 days' written notice. In such event, Customer's sole remedy is a pro-rata refund of prepaid fees for the unused Subscription Period.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM ANY DOWNTIME, INTERRUPTION, MODIFICATION, OR DISCONTINUATION OF THE SERVICES.
Customer acknowledges that the Services may provide incorrect financial information, send unauthorized communications, make unauthorized commitments, execute unauthorized transactions, disclose sensitive information, or produce discriminatory or legally impermissible outputs.
Customer bears sole responsibility for implementing appropriate monitoring, review, and escalation processes. Customer shall not deploy the Services in production without adequate oversight appropriate to the risk profile of the applicable use case.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM ANY ERRONEOUS, HARMFUL, UNAUTHORIZED, OR UNINTENDED OUTPUTS OR ACTIONS.
The Services may depend on Third-Party Systems including AWS, Anthropic, OpenAI, and other external APIs. Cerebral does not control Third-Party Systems and shall not be responsible for their availability, performance, security, or conduct. Customer is solely responsible for complying with all third-party terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM ANY FAILURE, OUTAGE, OR ERROR OF ANY THIRD-PARTY SYSTEM.
The Services are not warranted to ensure compliance with any law, regulation, or tax rule. Customer is solely responsible for all legal, regulatory, tax, and compliance analysis. Customer is solely responsible for all taxes applicable to its use of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEREBRAL SHALL HAVE NO LIABILITY FOR ANY FINES, PENALTIES, TAXES, ENFORCEMENT ACTIONS, OR OTHER REGULATORY OR LEGAL CONSEQUENCES ARISING FROM CUSTOMER'S USE OF THE SERVICES.
Cerebral owns all right, title, and interest in the Services, Cerebral Materials, and all Intellectual Property Rights therein, including all software, models, algorithms, and improvements.
Customer retains ownership of Customer Data. To the extent Cerebral has any rights in Outputs, Cerebral assigns all such rights to Customer. Customer acknowledges Outputs may not be protectable under applicable IP law.
Customer grants Cerebral a perpetual, irrevocable, royalty-free license to use any Feedback for any purpose without obligation or compensation.
Each party shall hold the other's Confidential Information in strict confidence, not disclose it to third parties except as necessary, and use it solely for purposes contemplated by these Terms. Standard exclusions apply for information that is publicly available, independently developed, or rightfully received from a third party. Compelled disclosure is permitted subject to advance notice obligations.
All fees are quoted in U.S. dollars and are non-refundable except as expressly set forth herein. Late payments accrue interest at 1.5% per month or the maximum legal rate. All fees are exclusive of taxes, which are Customer's sole responsibility. Cerebral may modify pricing upon 30 days' written notice.
These Terms are effective as of the Effective Date. Either party may terminate for convenience upon 30 days' written notice. Either party may terminate immediately for material breach (with 30-day cure period, 10 days for payment breach), insolvency, or cessation of business. Upon termination, all licenses terminate immediately and Customer shall pay all accrued fees. Sections that by nature survive termination shall survive, including Articles 5, 9.6, 12–15, 18–23.
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 DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, OR COMPATIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEREBRAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR MULTIPLIED DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, REGULATORY FINES, OR TAX ASSESSMENTS, REGARDLESS OF THEORY OF LIABILITY OR WHETHER CEREBRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CEREBRAL'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO CEREBRAL DURING THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).
Customer acknowledges that these limitations are essential elements of the bargain between the parties and that Cerebral's pricing reflects these risk allocations.
Customer shall defend, indemnify, and hold harmless Cerebral and its affiliates from any Losses arising from: Customer's use of the Services; Customer Data; Outputs generated through Customer's use; Customer's integrations; Customer's violation of law or third-party rights; Customer's breach of these Terms; or Customer's failure to implement adequate Governance Controls.
Cerebral shall defend Customer against third-party claims that Customer's authorized use of the Services directly infringes a valid U.S. patent or copyright, subject to standard exclusions. This is Customer's sole remedy for intellectual property infringement claims.
The parties shall attempt informal resolution within 30 days of written notice. Unresolved disputes shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules in Travis County, Texas.
CUSTOMER AGREES THAT ALL CLAIMS MUST BE BROUGHT IN CUSTOMER'S INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. CUSTOMER AND CEREBRAL EACH IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.
Any claim must be commenced within one (1) year after the date the claim accrued or it shall be permanently barred.
These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles. Subject to the arbitration provisions, any litigation shall be brought exclusively in the federal or state courts of Travis County, Texas.
These Terms constitute the entire agreement between the parties and supersede all prior agreements. Cerebral may modify these Terms upon 30 days' notice; continued use constitutes acceptance. If any provision is held invalid, the remaining provisions continue in full force. Customer may not assign these Terms without Cerebral's written consent. Cerebral may freely assign. Neither party waives rights by failing to enforce them. Force Majeure events excuse performance up to 90 days. All notices shall be in writing. The parties are independent contractors. The UN Convention on Contracts for the International Sale of Goods shall not apply.
This Exhibit applies to any beta, preview, pilot, experimental, pre-release, or early access features ("Beta Features"). Beta Features are pre-release, experimental, and inherently unstable. They may contain defects, vulnerabilities, and incomplete functionality, and may be modified or discontinued at any time without notice or liability.
CEREBRAL PROVIDES BETA FEATURES WITHOUT ANY WARRANTIES, COMMITMENTS, SERVICE LEVEL AGREEMENTS, OR SUPPORT OBLIGATIONS OF ANY KIND. CEREBRAL DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER'S USE OF BETA FEATURES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
The existence, features, and specifications of Beta Features constitute Cerebral's Confidential Information and may not be disclosed to third parties without prior written consent.
Customer shall not use the Services to: violate any applicable law or third-party right; engage in or facilitate fraud or deception; interfere with the integrity of the Services; attempt unauthorized access to any systems; harvest data in violation of applicable terms; develop weapons or harmful surveillance tools; generate or distribute spam or malware; or use the Services in any manner inconsistent with the Documentation or Cerebral's published policies.
Cerebral reserves the right to investigate any suspected violation and take appropriate action, including suspension or termination of access and reporting to law enforcement.
These Service Level Terms apply only to customers who have entered into an Enterprise Agreement that expressly incorporates them. Absent such incorporation, no service level commitments apply.
Cerebral shall use commercially reasonable efforts to maintain production Services availability at 99.0% per calendar month, excluding scheduled maintenance, Force Majeure Events, Third-Party System failures, Customer-caused issues, and Beta Features.
Credits shall not exceed 20% of the applicable monthly fee and shall be applied against future invoices. Service credits are Customer's sole and exclusive remedy for any failure to meet the Availability Target. Credit requests must be submitted within 30 days of the end of the affected calendar month.
Cerebral OS, Inc.
701 Brazos Street, Suite 500
Austin, Texas 78701
Legal Department: legal@cerebralos.com