Terms of Service

Welcome to Centi. These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "Customer," "you," or "your") and Breeze Platforms, Inc. ("Centi," "Company," "we," "us," or "our") governing your access to and use of our AI-powered business process automation platform and related services (collectively, the "Service") available at centi.to.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. By accessing or using the Service, clicking "I Agree," or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

1. Company Information

2. Definitions

• "Authorized Users" means Customer's employees, contractors, or agents who are authorized by Customer to access and use the Service under Customer's account.
• "Customer Data" means all data, content, and information submitted, uploaded, or transmitted by Customer or Authorized Users to the Service, including data from connected third-party integrations.
• "Documentation" means the user guides, help documentation, and other technical materials provided by Centi describing the features and functionality of the Service.
• "Order Form" means any ordering document, online subscription page, or agreement specifying the Service plan, fees, and other terms applicable to Customer's subscription.
• "Subscription Term" means the period during which Customer has active access to the Service as specified in the applicable Order Form.
• "Third-Party Services" means third-party applications, platforms, and services that integrate with the Service, including Google Workspace and Microsoft 365.

3. Service Description

Centi provides an AI-powered business process intelligence and automation platform that:

• Connects to Customer's business tools and data sources (including email, calendar, and file storage systems)
• Analyzes business workflows to identify processes, bottlenecks, and automation opportunities
• Provides insights and recommendations for process optimization
• Enables automation of identified business processes with Customer approval
• Delivers analytics and reporting on process efficiency and automation impact

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to update your account information to keep it accurate and current.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords and enable multi-factor authentication when available
• Not share your account credentials with unauthorized parties
• Notify us immediately of any unauthorized access or security breach
• Ensure that Authorized Users comply with these Terms

4.3 Account Responsibility

You are solely responsible for all activity that occurs under your account, regardless of whether such activity was authorized by you. We will not be liable for any loss or damage arising from unauthorized use of your account.

5. License Grant

5.1 License to Use the Service

Subject to your compliance with these Terms and payment of all applicable fees, Centi grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Service and Documentation during the Subscription Term solely for your internal business purposes in accordance with the Documentation and any usage limits specified in your Order Form.

5.2 Restrictions

You agree not to, and will not permit any Authorized User or third party to:

• Copy, modify, or create derivative works of the Service or Documentation
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Service
• Rent, lease, lend, sell, sublicense, or transfer the Service to any third party
• Remove, alter, or obscure any proprietary notices on the Service
• Use the Service to develop a competing product or service
• Access the Service to benchmark or evaluate it for competitive purposes
• Circumvent or disable any security or access control features
• Use the Service in violation of applicable laws or regulations

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You agree not to use the Service to:

• Engage in any illegal, fraudulent, or harmful activities
• Infringe upon the intellectual property rights of others
• Transmit malware, viruses, or other malicious code
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or related systems
• Collect or harvest personal information without proper consent
• Send unsolicited communications (spam)
• Impersonate any person or entity
• Generate automated decisions with legal or significant effects without human oversight
• Process data in violation of applicable data protection laws

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including suspension or termination of access to the Service.

7. Customer Data

7.1 Ownership

As between you and Centi, you retain all right, title, and interest in and to your Customer Data. These Terms do not grant Centi any ownership rights in your Customer Data.

7.2 License to Customer Data

You grant Centi a limited, non-exclusive, worldwide license to access, use, process, and display Customer Data solely as necessary to provide, maintain, and improve the Service, and as otherwise described in our Privacy Policy.

7.3 Customer Responsibilities

You represent and warrant that:

• You have all necessary rights and permissions to submit Customer Data to the Service
• Customer Data does not violate any applicable laws or third-party rights
• You have obtained all necessary consents for the processing of personal data contained in Customer Data
• You will comply with all applicable data protection laws in connection with your use of the Service

7.4 Data Export and Deletion

Upon termination of your subscription, you may request export of your Customer Data for up to 90 days. After this period, we will delete or anonymize your Customer Data in accordance with our data retention policies, except as required by law.

8. Third-Party Integrations

8.1 Integration Authorization

The Service integrates with Third-Party Services such as Google Workspace and Microsoft 365 via OAuth 2.0 and similar authorization protocols. By connecting a Third-Party Service, you authorize Centi to access and process data from that service as necessary to provide the Service.

8.2 Third-Party Terms

Your use of Third-Party Services is governed by the terms and privacy policies of those services. You are responsible for reviewing and complying with such terms. Centi is not a party to any agreement between you and third-party providers.

8.3 No Liability for Third-Party Services

Centi does not control and is not responsible for the availability, functionality, or security of Third-Party Services. We disclaim all liability for any disruptions, outages, or failures of Third-Party Services.

9. Subscription and Payment Terms

9.1 Subscription Plans

The Service is offered under various subscription plans as described on our website or in an Order Form. Each plan specifies the features, usage limits, and fees applicable to your subscription.

9.2 Fees and Payment

You agree to pay all fees specified in your Order Form or subscription plan. Unless otherwise stated:

• Fees are due in advance of each billing period
• All fees are non-refundable except as expressly stated in these Terms
• Fees are exclusive of taxes; you are responsible for all applicable taxes
• We may change fees upon 30 days' notice prior to your next renewal date

9.3 Automatic Renewal

Unless you cancel your subscription at least one day before the end of the current billing period, your subscription will automatically renew for an additional term at the then-current fees.

9.4 Late Payment

If payment is not received by the due date, we may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) and may suspend your access to the Service until all outstanding amounts are paid.

10. Intellectual Property Rights

10.1 Centi's Intellectual Property

The Service, including all software, algorithms, AI models, user interfaces, designs, documentation, and other materials, is owned by Centi or its licensors and is protected by intellectual property laws. Except for the limited license granted in Section 5, Centi retains all right, title, and interest in and to the Service and all related intellectual property.

10.2 Feedback

If you provide any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant Centi a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

10.3 Trademarks

"Centi," the Centi logo, and other Centi trademarks are the property of Breeze Platforms, Inc. You may not use our trademarks without our prior written consent.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such information to any third party except as necessary to perform its obligations under these Terms or as required by law. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

12. Warranties and Disclaimers

12.1 Limited Warranty

Centi warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Your sole remedy for breach of this warranty is, at Centi's option, repair or replacement of the non-conforming Service or a pro-rata refund of fees paid for the affected period.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Centi does not warrant that the Service will be uninterrupted, error-free, or completely secure. Centi does not warrant that the Service will meet your specific requirements or that any defects will be corrected.

12.3 AI and Automation Disclaimer

The Service uses artificial intelligence and machine learning technologies to analyze data and provide recommendations. You acknowledge that AI-generated outputs may not always be accurate, complete, or appropriate for your specific circumstances. You are solely responsible for reviewing and validating any recommendations or automated actions before implementation.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CENTI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF CENTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CENTI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13.3 Exceptions

The limitations in this Section 13 do not apply to: (a) liability arising from gross negligence or willful misconduct; (b) liability arising from breach of confidentiality obligations; (c) indemnification obligations under Section 14; or (d) liability that cannot be limited under applicable law.

14. Indemnification

14.1 Indemnification by Centi

Centi will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from any claim that the Service infringes or misappropriates any third party's intellectual property rights, provided that Customer promptly notifies Centi of the claim and cooperates in the defense.

14.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Centi from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data or Customer's use of the Service in violation of these Terms; (b) Customer's violation of applicable laws; or (c) any claim that Customer Data infringes or misappropriates any third party's rights.

14.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim in a manner that adversely affects the indemnified party without consent.

15. Term and Termination

15.1 Term

These Terms commence on the date you first access the Service and continue until terminated in accordance with this Section.

15.2 Termination for Convenience

You may terminate your subscription at any time by canceling through your account settings. Termination will be effective at the end of your current billing period. No refunds will be provided for partial periods.

15.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.

15.4 Suspension

Centi may suspend your access to the Service immediately if: (a) you fail to pay fees when due; (b) you violate the Acceptable Use Policy; (c) your use poses a security risk; or (d) suspension is required by law.

15.5 Effect of Termination

Upon termination: (a) your right to access the Service ceases immediately; (b) you must pay all outstanding fees; (c) each party must return or destroy the other party's Confidential Information; and (d) Sections 7, 10, 11, 12, 13, 14, 16, and 17 will survive termination.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

16.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

16.3 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

16.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

17. General Provisions

17.1 Modifications to Terms

We may modify these Terms at any time by posting the updated Terms on our website. We will provide at least 30 days' notice of material changes. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

17.2 Assignment

You may not assign or transfer these Terms without Centi's prior written consent. Centi may assign these Terms without restriction. Any attempted assignment in violation of this Section is void.

17.3 Entire Agreement

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between you and Centi regarding the Service and supersede all prior agreements and understandings.

17.4 Severability

If any provision of these Terms is held invalid or unenforceable, such provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

17.5 Waiver

The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

17.6 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures.

17.7 Notices

All notices under these Terms must be in writing and sent to the email address on file. Notices to Centi should be sent to jusung@centi.to.

18. Contact Information

If you have any questions about these Terms, please contact us: