Terms of Service

1. Agreement to these terms

These Terms of Service (“Terms”) govern your access to and use of cerium360.com, cerium360.ai (the “Site”), the Cerium platform, and related services (together, the “Services”) provided by CERES FTS and its affiliates (“Cerium,” “we,” “us,” or “our”). By accessing or using the Services, or by accepting an order or agreement that references these Terms, you (“you” or “Customer”) agree to be bound by them. If you do not agree, you must not use the Services. We are registered in Delaware, United States.

If you are using the Services on behalf of a company or other organisation, you represent that you have authority to bind that organisation to these Terms, and “you” refers to that organisation. These Terms are supplemented by any order form, subscription plan, or written agreement you enter into with us; where such a document conflicts with these Terms, that document prevails for the subject matter it covers.

The Services are intended for business use by individuals who are at least 18 years old and who have the legal capacity to enter into a contract. The Services are not directed at children. We make no representation that the Services are appropriate or available in every jurisdiction; if you access them from a location where doing so would be unlawful, you must not use them, and you are responsible for compliance with the laws that apply to you.

The Services are not tailored to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), or the Gramm-Leach-Bliley Act (GLBA), unless we have agreed to that in writing. If your use of the Services would be subject to such a regime, you must not submit the regulated data to the Services without a written agreement with us covering it.

2. The Services and your licence

Subject to these Terms, your payment of applicable fees, and any limits set out in your order, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term, solely for your own internal business purposes. All rights not expressly granted are reserved to us.

You may not resell, rent, or otherwise make the Services available to any third party, or use the Services to build or support a competing product or service.

3. Accounts and your representations

You are responsible for your account credentials and for all activity that occurs under your account, including the acts and omissions of your users. You must keep credentials confidential, use the authentication controls we provide, and notify us promptly at the address in Section 23 if you believe your account has been accessed without authorisation.

By registering for and using the Services you represent and warrant that the information you provide is accurate, current, and complete; that you will keep it up to date; that you will not access the Services through automated or non-human means except through interfaces we expressly provide; and that your use of the Services will not violate any applicable law or regulation. If you provide information that is untrue, inaccurate, or incomplete, we may suspend or terminate your account.

4. Fees and payment

Fees for the Services are set out in the applicable order form or subscription plan. Unless stated otherwise, fees are payable in advance in U.S. dollars, are exclusive of taxes, duties, and withholdings, and are non-refundable except where a refund is required by law or expressly provided in your order. Any applicable sales tax will be added to the amount charged.

Payments are taken through the payment methods made available to you, and are processed by our third-party payment processor under its own terms. You agree to provide and maintain current, complete, and accurate billing information, including a valid payment method and a billing contact email.

Where your subscription carries recurring charges, you authorise us to charge your chosen payment method on a recurring basis for each renewal term, without further approval for each individual charge, until you cancel in accordance with Section 5. We may change our prices for future subscription terms on reasonable notice. We may suspend the Services for non-payment after giving you notice and a reasonable opportunity to pay, and we reserve the right to correct errors in pricing or billing even after payment has been requested or received.

5. Subscription term, renewal, and cancellation

Your subscription runs for the term stated in your order and, unless your order says otherwise, renews automatically for successive terms of the same length. You may cancel at any time through your account settings or by contacting us using the details in Section 23. Cancellation takes effect at the end of the current paid term; you keep access until then, and no further renewal charges are taken.

Cancelling does not entitle you to a refund of fees already paid for the current term unless your order or applicable law provides otherwise. If you are dissatisfied with the Services, please contact us before cancelling so that we have the opportunity to resolve the problem.

6. Acceptable use

You may access and use the Services only for the purposes for which we make them available. You agree not to, and not to permit any third party to:

• Use the Services unlawfully, in violation of these Terms, or in a way that infringes the rights of others.
• Attempt to gain unauthorised access to the Services, to any account that is not yours, or to any related system or network.
• Circumvent, disable, or interfere with security or authentication features of the Services, or with any usage or access limits we apply.
• Systematically retrieve data or content from the Services in order to build a collection, compilation, database, or directory, including by scraping, spidering, or data mining, without our written permission.
• Use the Services to store or transmit malicious code, or any material designed to collect information covertly or to disrupt the Services or other users.
• Interfere with, disrupt, or place an undue burden on the Services or the infrastructure that supports them, including through excessive automated requests.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, or copy or adapt their software, except to the extent that law expressly permits it despite this restriction.
• Remove or obscure any copyright, trademark, or other proprietary notice from the Services.
• Impersonate another person, misrepresent your affiliation, or attempt to obtain another user’s credentials or sensitive account information.
• Collect usernames or email addresses from the Services for the purpose of sending unsolicited communications, or create accounts by automated means or under false pretences.
• Harass, abuse, intimidate, or threaten our staff or agents, or make improper use of our support channels, including submitting false reports of abuse or misconduct.
• Use the Services in order to compete with us, or for any revenue-generating activity not contemplated by your subscription.

Any use of the Services in breach of this Section is a material breach of these Terms and may result in suspension or termination of your access.

7. Customer data

As between the parties, you retain all rights in the data you and your users submit to or generate within the Services (“Customer Data”). You grant us the limited rights necessary to host, process, transmit, secure, back up, and support Customer Data in order to provide the Services to you. We do not claim ownership of Customer Data.

You are responsible for the accuracy and legality of Customer Data and for obtaining any notices, consents, or other permissions required for us to process it on your behalf. Where we process personal data contained in Customer Data, we do so as a processor on your instructions; our handling of personal data is described in our Privacy Policy.

We maintain the data you transmit to the Services in order to operate and support them, and we take regular backups. Backups are an operational measure, not an archival service: you remain responsible for retaining your own copies of Customer Data, and we are not liable for any loss or corruption of data except to the extent it results from our failure to meet our obligations under these Terms or applicable law.

Security and incident notification. We maintain administrative, technical, and organisational safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, monitoring, and logging. We treat Customer Data as your confidential information and will not disclose it except as permitted by these Terms or required by law. If we become aware of a security incident affecting your Customer Data, we will notify you without undue delay and provide the information reasonably available to us so that you can meet your own notification obligations.

Data Processing Addendum. Where we process personal data on your behalf, our Data Processing Addendum (“DPA”) applies and forms part of these Terms. The DPA incorporates the European Commission’s Standard Contractual Clauses and the UK International Data Transfer Addendum where those apply to a transfer. A copy is available on request using the details in Section 23.

Use of Customer Data for model training. We do not use Customer Data, including any prompts or inputs you submit, to train foundation models, and we do not make Customer Data available to third-party model providers for their own training purposes. Customer Data is processed only to provide the Services to you. Where the Services use a third-party model provider to process a request on your behalf, we do so under terms that prohibit that provider from retaining your data or training on it.

8. Feedback and submissions

If you send us questions, comments, suggestions, ideas, or other feedback about the Services (“Feedback”), you agree that we may use and share it for any lawful purpose, including to improve and promote the Services, without obligation, attribution, or compensation to you. Feedback is not confidential. You warrant that any Feedback you provide is yours to give and does not infringe the rights of a third party. This Section does not apply to Customer Data, which is governed by Section 7.

9. Intellectual property

The Services, including all software, source code, databases, functionality, designs, text, and graphics, together with the trademarks, service marks, and logos they contain, are owned by Cerium or licensed to us, and are protected by United States and international copyright and trademark laws, and by other intellectual-property and unfair-competition laws. Except for the limited rights expressly granted to you in these Terms, nothing here transfers any right, title, or interest in the Services to you.

You may view and print content from the Services for your own internal business use. You may not otherwise copy, reproduce, republish, redistribute, publicly display, translate, sell, licence, or commercially exploit any part of the Services without our prior written permission.

U.S. Government rights. The Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. Where the Services are acquired by or on behalf of an agency outside the Department of Defense, they are supplied subject to these Terms in accordance with FAR 12.212 (computer software) and FAR 12.211 (technical data). Where they are acquired by or on behalf of an agency within the Department of Defense, they are supplied subject to these Terms in accordance with DFARS 227.7202-3, and DFARS 252.227-7015 applies to technical data. This provision replaces and supersedes any other FAR, DFARS, or similar clause addressing government rights in computer software or technical data under these Terms.

10. Third-party services

The Services may interoperate with, link to, or depend on products and services operated by third parties that we do not control, including cloud infrastructure, payment processing, and integrations you choose to enable. Your use of a third-party service is governed by that provider’s own terms and privacy practices, and we are not responsible or liable for it. Enabling an integration may involve transferring Customer Data to that provider at your direction.

11. Service management

We reserve the right, but accept no obligation, to monitor the Services for breaches of these Terms; to take appropriate legal action against anyone who, in our reasonable judgement, breaches these Terms or the law; to refuse, restrict, or disable access to the Services or to any content that is unlawful, infringing, or unreasonably burdensome on our systems; and otherwise to manage the Services in a manner designed to protect our rights and property and to keep the Services functioning properly. Where circumstances allow, we will give you notice before taking such action.

12. Modifications and interruptions

We may change, improve, or discontinue features of the Services at any time. We will not make a change that materially reduces the core functionality of the Services during a paid subscription term without giving you reasonable notice.

We cannot guarantee that the Services will be available without interruption. They may be unavailable because of maintenance, hardware or software faults, third-party failures, or circumstances beyond our control. We are not liable for any loss or inconvenience arising from downtime, and nothing in these Terms obliges us to maintain or support any particular version of the Services, except where a separate service level agreement applies.

13. Term and termination

These Terms apply for as long as you use the Services. Either party may terminate for a material breach that the other party has not cured within 30 days of written notice. We may suspend or terminate your access immediately, with notice, where your use creates a security risk, exposes us or our other customers to liability, or breaches Section 6.

On termination, your right to use the Services ceases and any fees accrued before termination remain payable. For 30 days after termination we will, on written request, make your Customer Data available for export in a commonly used machine-readable format. After that period we may delete it, and we will do so in accordance with our Privacy Policy and any applicable agreement. We may shorten or decline this grace period where termination follows your breach of Section 6 or where retention would expose us to legal risk. If we terminate your account for breach, you must not register a new account without our consent. Sections that by their nature should survive termination — including Sections 8, 9, 14, 15, 16, 17, 18, and 21 — continue to apply.

14. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THEM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We make no warranty that the Services will be uninterrupted, timely, secure, or error-free, that any defect will be corrected, or that the Services or their output will meet your requirements or be free of inaccuracies. We do not warrant or endorse any third-party product or service made available through the Services, and we are not a party to any transaction between you and a third-party provider. Where the Services produce analytical, modelled, or generated output, that output is provided for your evaluation and does not constitute professional, legal, financial, or engineering advice; you are responsible for reviewing it before relying on it. Nothing in this Section limits any warranty that cannot lawfully be excluded.

15. 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 PROFIT, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. The cap in the paragraph above does not apply to your obligation to pay fees, to your indemnification obligations under Section 16, or to any liability that cannot lawfully be limited or excluded. For our indemnification obligations under Section 16, and for either party’s breach of its confidentiality obligations, liability is instead capped at three times the amounts paid or payable by you for the Services in the twelve months immediately preceding the event giving rise to the claim.

16. Indemnification

By you. You agree to defend, indemnify, and hold harmless Cerium, its affiliates, and their respective officers, employees, and agents from and against any third-party claim, and any resulting loss, damage, liability, or reasonable legal cost, arising out of or related to your use of the Services, your breach of these Terms or of your representations and warranties in them, your Customer Data, or your violation of a third party’s rights.

By us. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s patent, copyright, trademark, or trade secret rights, and we will pay any damages finally awarded or any settlement we agree to.

This obligation does not apply to a claim arising from: Customer Data or anything you supply; use of the Services in combination with products, services, or data we did not provide, where the claim would not have arisen without that combination; any modification of the Services not made by us; use of the Services after we have told you to stop in order to avoid infringement; or any use in breach of these Terms. If the Services become, or we believe they may become, the subject of an infringement claim, we may at our option procure the right for you to continue using them, modify or replace them so they are no longer infringing, or terminate the affected Services and refund any prepaid fees covering the remainder of the then-current term. This paragraph states your exclusive remedy and our entire liability for third-party intellectual-property infringement.

Procedure. The party seeking indemnification will notify the other promptly on becoming aware of a claim, although a delay only reduces the indemnifying party’s obligation to the extent it is prejudiced by that delay. The indemnifying party may assume exclusive control of the defence and settlement at its own expense, and the other party will cooperate and may participate with its own counsel at its own cost. Neither party may settle a claim in a way that imposes an obligation on, or admits fault by, the other without that party’s written consent.

17. Governing law

These Terms, and any dispute arising out of or in connection with them or the Services, are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to Section 18, the state and federal courts located in Delaware have exclusive jurisdiction to resolve any such dispute, and each party consents to that jurisdiction and waives all defences of lack of personal jurisdiction and of forum non conveniens with respect to venue there. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these Terms.

18. Dispute resolution

Informal negotiation. To keep the cost and duration of disputes down, each party agrees that before starting formal proceedings it will give the other written notice of the dispute and attempt in good faith to resolve it informally for at least 30 days from the date of that notice.

Binding arbitration. If a dispute is not resolved through informal negotiation, it will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND TO A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), available at www.adr.org. The arbitration may be conducted in person, by telephone, online, or on the documents alone. Except where the applicable AAA rules or law require otherwise, the arbitration will take place in Delaware. The arbitrator must follow applicable law, and an award may be challenged if the arbitrator fails to do so. The award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may apply to a court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on an award.

Restrictions. Any arbitration is limited to the dispute between the parties individually. To the fullest extent permitted by law, no arbitration will be joined with another proceeding, no dispute will be arbitrated on a class or collective basis, and no party may bring a dispute in a representative capacity on behalf of others.

Exceptions. The following are not subject to informal negotiation or arbitration and may be brought directly before a court of competent jurisdiction: claims to enforce, protect, or determine the validity of intellectual-property rights; claims arising from allegations of theft, piracy, invasion of privacy, or unauthorised access; claims for unpaid fees; and applications for injunctive or other urgent interim relief. If any part of this Section is held unenforceable, that part is severed and the dispute it covers will be decided by the courts identified in Section 17.

19. Corrections

The Site and the Services may contain typographical errors, inaccuracies, or omissions — including in descriptions, pricing, and availability. We may correct any such error and update this information at any time without prior notice.

20. Electronic communications and signatures

Using the Services, emailing us, and completing online forms are electronic communications. You consent to receive communications from us electronically, and you agree that any agreement, notice, disclosure, or other communication we provide to you by email or through the Services satisfies any legal requirement that it be in writing. You agree to the use of electronic records and signatures, and waive any right under applicable law to require an original non-electronic signature or the delivery or retention of non-electronic records. We may also contact you with service, security, and administrative messages relating to your account; these are part of the Services and are not marketing.

21. Miscellaneous

These Terms, together with any order form and any policies we publish and reference in them, constitute the entire agreement between you and us regarding the Services and supersede any prior understanding on that subject. Our failure to enforce a right or provision is not a waiver of it. If any provision is held unlawful, void, or unenforceable, it is severed and the remaining provisions continue in full force.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, or sale of assets; you may not assign yours without our written consent. Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. These Terms will not be construed against us on the basis that we drafted them.

22. Changes to these terms

We may update these Terms from time to time — for example to reflect changes to the Services, our business practices, or the law. When we do, we will revise the “Last updated” date above and, where the change is material, give additional notice before it takes effect. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. If you do not accept them, you must stop using the Services and may cancel under Section 5.

23. Contact us

To raise a complaint about the Services, to give notice under these Terms, or to ask a question about them, contact us at support@cerium360.com. Notices to you will be sent to the billing or administrative contact email on your account.