These Terms of Service ("Terms") govern access to and use of the Centive platform, websites, and related services (the "Service") provided by Centive AI ("Centive," "we," "us"). By creating an account, signing in, or using the Service, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent ("Customer," "you"). If you are accepting on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Service.

1. The Service

Centive provides an AI-powered customer success platform. Its core capability is an autonomous agent ("Aria") that evaluates customer accounts you connect to the Service and, subject to the controls you configure, proposes or takes actions such as drafting and sending emails to your customers, engaging in chat conversations, escalating issues to your team, or deliberately taking no action.

2. Accounts and Access

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of authentication credentials, including sign-in links delivered to your email. Access may be provided through single sign-on providers or one-time email links; you are responsible for the security of the underlying email account. You must be at least 18 years old and using the Service on behalf of a business.

3. Your Authorization of Autonomous Actions

The Service is designed to act on your behalf. By configuring and activating Aria, you authorize Centive to generate and send communications to your customers and contacts in your name and on your behalf, according to the autonomy level, guardrails, thresholds, and other controls you set within the Service. You acknowledge that:

• You control the autonomy settings, and you are responsible for the configuration you choose, including any setting that allows communications to send without individual human review;

• Communications generated by the Service are your communications for legal purposes, including commercial email regulations;

• You will provide accurate business identification (including legal name and postal address) for inclusion in email footers, and you are responsible for its accuracy;

• You will review the Service's proposed actions and outputs to the degree appropriate for your business and your obligations.

4. Your Data and Your Customers' Data

To operate, the Service ingests data you provide or connect, including CRM records, product usage events, uploaded documents (such as product guides and brand voice materials), and contact information for your customers ("Customer Data"). As between the parties, you own Customer Data. You grant Centive a non-exclusive license to host, process, transmit, and display Customer Data solely to provide and improve the Service for you.

You represent and warrant that you have all rights, consents, and lawful bases required to provide Customer Data to Centive and to authorize the communications the Service sends on your behalf, including compliance with applicable e-marketing, anti-spam, and data protection laws (such as CAN-SPAM, CASL, and the GDPR where applicable). Centive processes personal data within Customer Data as your processor or service provider; our Privacy Policy and, where executed, a Data Processing Addendum govern that processing.

5. Acceptable Use

You will not, and will not permit anyone to: (a) use the Service to send spam, deceptive, or unlawful communications; (b) upload content that is unlawful, infringing, or harmful; (c) attempt to probe, breach, or circumvent security or rate limits; (d) reverse engineer or access the Service to build a competing product; (e) resell or provide the Service to third parties except as expressly agreed in writing; (f) use the Service in violation of applicable law. We may suspend accounts that endanger the Service, its users, or email deliverability infrastructure, and where practicable will notify you and work with you to restore access.

6. AI Outputs

The Service uses machine learning models to evaluate accounts and generate content. AI-generated outputs may contain errors or inaccuracies. Centive designs the Service to ground outputs in the materials and data you provide and to enforce the guardrails you configure, but we do not warrant that any output is accurate, complete, or suitable for a particular purpose. You are responsible for the supervision appropriate to your use, including your choice of autonomy level.

7. Fees and Trials

Paid plans are billed as described at purchase (including any per-account pricing, minimums, and metered usage such as avatar minutes). Fees are exclusive of taxes. Except where required by law or expressly stated, fees are non-refundable. Free trials and pilot arrangements convert or expire as described when offered. We may change pricing with notice effective at your next renewal.

8. Intellectual Property

Centive retains all rights in the Service, including software, models, designs, and documentation. You retain all rights in Customer Data and in your uploaded materials. Communications generated by the Service on your behalf may be used by you freely in the course of your business. You grant us the right to use feedback you provide without obligation. We may use aggregated, de-identified usage data to operate and improve the Service.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only as needed to perform under these Terms. This obligation survives termination for three (3) years, and for trade secrets, as long as they remain trade secrets.

10. Third-Party Services

The Service interoperates with third-party products you choose to connect (for example, your CRM, email infrastructure, and avatar or chat providers). Your use of those products is governed by their terms, and Centive is not responsible for them. Connecting a third-party service authorizes us to exchange Customer Data with it as needed to provide the requested functionality.

11. Term, Suspension, and Termination

These Terms apply while you use the Service. Either party may terminate for material breach not cured within thirty (30) days of notice. You may stop using the Service at any time; paid subscriptions run through the end of the current billing period. Upon termination we will, on request made within thirty (30) days, provide export of Customer Data in a reasonable format, after which we may delete it in the ordinary course of our systems.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CENTIVE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT COMMUNICATIONS WILL BE DELIVERED, OR ANY PARTICULAR BUSINESS OUTCOME, INCLUDING CUSTOMER RETENTION OR REVENUE RESULTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, YOUR BREACH OF SECTIONS 4 OR 5, OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS YOU PAID TO CENTIVE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR US $100 IF NO FEES WERE PAID).

14. Indemnification

You will defend and indemnify Centive against third-party claims arising from Customer Data, your communications sent through the Service, or your breach of Sections 4 or 5. Centive will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes their intellectual property rights, with customary exclusions and remedies (including modification or refund of prepaid fees for the affected period).

15. Changes to the Service and Terms

We may improve or modify the Service, and we may update these Terms. For material changes we will provide notice (for example, by email or in-product), and continued use after the effective date constitutes acceptance. If you do not agree to updated Terms, stop using the Service before they take effect.

16. General

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-laws rules, and disputes will be resolved in the state or federal courts located in Delaware, whose jurisdiction the parties accept. These Terms are the entire agreement regarding the Service and supersede prior discussions; a signed agreement between you and Centive (such as a pilot or design-partner agreement) controls over these Terms where it conflicts. Neither party may assign these Terms except to a successor in a merger, acquisition, or sale of substantially all assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remain in effect. Notices to Centive: legal@centive.ai.