Terms of Service

1. STRUCTURE

This MSA sets out the general terms that apply to all Products and Services. Product-specific terms are provided in the applicable Exhibits (e.g., SaaS, Hardware), which are incorporated into this MSA by reference. Each Order Form incorporates this MSA and the relevant Exhibits. The Data Processing Agreement, also incorporated by reference, governs the processing of Personal Information. Collectively, this MSA, the Exhibits, the Order Forms, and the Data Processing Agreement constitute the entire agreement between the Parties (collectively, the “Agreements”). Customer accepts and is bound by the Agreements by signing an Order Form that incorporates them or, if no Order Form is signed by Customer, by accessing or using the Products or Services.

2. DEFINITIONS

The following terms shall have the following meanings.

a. “Affiliate” means any entity controlled, directly or indirectly, by, under common control with, or controlling, a party, and specifically includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the party has operational or management control. For the purposes of this definition, “control” means the power to direct, or cause the direction of, the management and policies of such entity whether by contract, law, or ownership of the majority of the voting shares or assets of another entity.

b. “Authorized User” means an employee, agent, contractor, or other third party authorized to access or use the Products.

c. “Customer” is the entity/person identified in the applicable Order Form.

d. “Customer Data” means all data or information submitted by Customer to the Products or collected by Centripetal in the course of providing Products or Services to Customer, in each case excluding Usage Data, Threat Intelligence Data, Deidentified data, and data licensed to Centripetal by third parties (but not data Customer submits to the Products, or data Centripetal accesses or retrieves from a third party at Customer’s direction or on Customer’s behalf, including logs from Customer’s third-party systems). For clarity, Customer Data includes Personal Information and Customer Confidential Information.

e. “CleanINTERNET Remote” means the Centripetal client application for endpoint devices that enables the CI-DNS and CI-Access functions on those devices, including when a device is off the Customer’s protected network. CI-Access provides backhaul of device network traffic.

f. “Confidential Information” means all documents, data, information and other materials that a Party receives, acquires or learns or are provided to that Party (“Receiving Party”) by, for, or on behalf of the other Party (“Disclosing Party”) that are not generally known by persons who are not employees, agents, or representatives of Disclosing Party. This term: (i) includes information, documents, data, and other materials (a) related to customers, potential customers, goods and services, Products, Services, operations, manufacturing, production, maintenance, distribution, sales, marketing, customer service, finance, agreements, costs, prices, business plans, purchase orders, invoices, account information, and billing records, (b) marked or designated with a word or symbol indicating that it should be considered confidential, such as “Confidential”, “Personal” or “Privileged”, (c) that Disclosing Party informs Receiving Party are confidential, and (d) that Receiving Party knows or should know are confidential or proprietary information or trade secrets of Disclosing Party or a third-party; but (ii) does not include documents, data, information and other materials that are (a) available from a publicly accessible source, (b) known to Receiving Party at the time of disclosure, (c) obtained by Receiving Party on a non-confidential basis from a third-party without violation of any contractual, statutory, common law, or other duty or obligation, and (d) independently developed by Receiving Party.

g. “Deliverables” means the reports, dashboards, alerts, or other tangible outputs expressly provided by Centripetal to Customer, excluding the methodologies, processes, templates, rulesets, analytics models, or other technology used to generate such outputs.

h. “Deidentified” means information that does not, and cannot reasonably be used to, identify a particular individual, household, or device of an individual, and “Deidentify” means to process information so that it becomes Deidentified.

i. “Documentation” means the user guides, usage guidelines, technical specifications, and similar materials for the Products that Centripetal makes available to Customer, as updated by Centripetal from time to time. Documentation does not include marketing, sales, or promotional materials.

j. “DPA” means the Data Processing Agreement which can be found here.

k. “Fees” has the meaning assigned to it in the applicable Order Form.

l. “Hardware” means any Centripetal hardware device (e.g., RuleGATE) provided to Customer for use with the Products under an applicable Order Form, whether leased or purchased.

m. “Liability” means costs, expenses, losses, obligations, damages, actions, suits, demands, settlements, judgments, awards, fines, penalties, fees (including attorney’s fees), and any other form of liability whatsoever.

n. “Order Form” means the quotation or other ordering document, however generated, that identifies the Products and Services ordered and their commercial terms (such as products, quantities, Fees, billing contact, and subscription term). An Order Form conveys commercial terms only and does not modify the Agreements except as provided in Section 3 (Scope and Precedence).

o. “Personal Information” means information that identifies or is identifiable to a natural person, that Centripetal receives from Customer or Processes for or on behalf of Customer.

p. “Products” means, collectively, the following Centripetal offerings purchased or licensed under an applicable Order Form, including without limitation: (i) RuleGATE, (ii) CleanINTERNET DNS (“CI-DNS”), (iii) CleanINTERNET Access (“CI-Access”), (iv) CleanINTERNET Fusion (“CI-Fusion”); and (v) CleanINTERNET Managed Detection and Response (“CI-MDR”). Certain Products may include embedded software or software components delivered with SaaS Products, and may incorporate or be delivered through Third-Party Technology, as further described in the applicable Exhibits. The CI-DNS and CI-Access functions are delivered on endpoint devices through the CleanINTERNET Remote application.

q. “SaaS Products” means the cloud-delivered components of the Products made available on a subscription basis, including (i) CI-DNS, (ii) CI-Access, (iii) CI-Fusion; and (iv) CI-MDR, together with any related software components provided by Centripetal for installation on Customer systems or devices.

r. “Sub-Processor” means any third-party that Processes Customer Data by, for, or on behalf of Centripetal arising out or related to Centripetal’s performance of its obligations under the MSA.

s. “Services” means, collectively, (i) the operation and delivery of the Products on a managed, subscription basis (“Managed Services”), including configuration, ruleset deployment, monitoring, tuning, and reporting; and (ii) any project-based consulting, implementation, configuration, integration, training, or advisory services performed under the applicable Order Form (“Professional Services”).

t. “Third-Party Technology” means any technology, software, or content not owned by Centripetal that is incorporated into, provided with, or otherwise made available in connection with the Products or Services, which is licensed subject to the applicable third-party terms.

u. “Threat Intelligence Data” means, collectively, Centripetal Threat Intelligence and Derived Threat Intelligence.

v. “Centripetal Threat Intelligence” means data regarding malicious or potentially malicious cyber activity or threat actors, including indicators of compromise, domains, IP addresses, URLs, tactics, techniques, procedures, campaigns, and related artifacts, that Centripetal develops, curates, collects, or licenses independently of Customer Data, including data from Centripetal’s own research and from third-party or open-source intelligence sources.

w. “Derived Threat Intelligence” means analytics, insights, indicators, and related artifacts that Centripetal derives from Customer Data, Usage Data, or telemetry, in each case to the extent they relate to malicious or potentially malicious cyber activity or threat actors. Neither Centripetal Threat Intelligence nor Derived Threat Intelligence includes Personal Information or information that identifies the Customer or Authorized Users.

x. “Usage Data” means data generated by the Products or by Centripetal in connection with Customer’s use of the Products, including product and service logs, performance metrics, configuration information, and related technical data. Usage Data does not include data or logs that Customer submits or transmits to the Products, including logs from Customer’s own or third-party systems, which are Customer Data. Usage Data will not include Personal Information.

3. SCOPE AND PRECEDENCE

Centripetal will provide the Products and Services as set forth in the applicable Order Form upon execution of such Order Form. This MSA governs all Products and Services purchased, leased, or subscribed by Customer as further described in the applicable Order Form. In addition to the foregoing:

a. the SaaS Exhibit (Exhibit A) applies to the SaaS Services, which can be found here;

b. the Hardware Terms (Exhibit B) applies to the Hardware, which can be found here.

In the event of conflict between the Agreements, the order of precedence shall be: (1) the DPA; (2) the applicable SaaS Exhibit or Hardware Exhibit, with respect to the Products or Services it governs; (3) this MSA; and (4) the applicable Order Form. A term in an Order Form will prevail over this MSA or an Exhibit only where the Order Form expressly identifies, by section number and heading, the provision it modifies and states the Parties’ intent to override it, and then only with respect to the Products and Services ordered under that Order Form. Any additional, pre-printed, handwritten, or free-text terms appearing on any quotation, Order Form, purchase order, or other procurement document, whether submitted by Customer, a reseller, or otherwise, are rejected and have no force or effect unless set out in a writing signed by an authorized signatory of Centripetal that expressly identifies the provision being modified.

4. COMPLIANCE WITH LAW

Each Party agrees to comply with all applicable federal, state, and local laws, ordinances and regulations. If at any time during the Term, a Party is informed or information comes to its attention that it is or may be in violation of any law, ordinance, code, or regulation (or if it is so determined by any court, tribunal or other authority), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, ordinance, code, or regulation in all respects, at the Party’s sole cost and expense.

5. CENTRIPETAL OWNERSHIP

As between the Parties, Centripetal and its licensors own all right, title, and interest in and to the intellectual property rights related to the Products and the Services, including any improvements, modifications, or enhancements thereto. Centripetal further retains all right, title, and interest in and to: (i) Centripetal Confidential Information; (ii) Threat Intelligence Data; (iii) Usage Data; (iv) Deidentified data derived from Customer Data; and (v) all methodologies, processes, know-how, templates, rulesets, analytics models, and other intellectual property embodied in or used to produce any Deliverables or Threat Intelligence Data. Except for the limited rights expressly granted in the Agreements, no licenses or other rights in or to the Products are granted to Customer, whether by implication, estoppel, or otherwise, and all such licenses and rights are expressly reserved by Centripetal and its licensors.

6. CUSTOMER OWNERSHIP

As between the Parties, Customer retains all right, title, and interest in and to Customer Data and Deliverables, subject to the rights reserved by Centripetal in Section 5 (Centripetal Ownership). Customer grants Centripetal a non-exclusive, worldwide, royalty-free license, during the Term, to access, process, store, use, aggregate, and Deidentify Customer Data, including through its Sub-Processors, for the purpose of providing, operating, improving, and securing the Products and Services and generating Derived Threat Intelligence and Deliverables. For clarity, Customer’s ownership of Deliverables is limited to the tangible outputs provided to Customer (such as reports, dashboards, or alerts) for Customer’s internal business purposes. Centripetal retains and reserves all right, title, and interest in and to the methodologies, processes, know-how, templates, rulesets, analytics models, and other intellectual property embodied in or used to create Deliverables. Centripetal may also freely use Deliverables, in whole or in part, in Deidentified or aggregated form, for its business purposes, including without limitation to improve its Products and Services, enhance threat intelligence, and generate new deliverables for other customers, provided that such use does not disclose Customer’s or any Authorized User’s identity or Customer Confidential Information.

7. CUSTOMER RESPONSIBILITIES

Customer is responsible for all activity of Authorized Users and for Authorized Users’ compliance with the applicable Agreements. Without limiting the foregoing, Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data provided to or accessed by Centripetal through the Products and Services; (ii) obtain and maintain all necessary rights and consents required for Centripetal’s access to, use of, and processing of Customer Data as contemplated by the applicable Agreements; (iii) notify Centripetal promptly of any unauthorized access or use of the Products; (iv) provide Centripetal with reasonable cooperation, access, and complete and accurate information as needed for delivery of the Products and Services, including information Centripetal relies on to configure and tune the Products and Services, and promptly update that information when it changes; (v) maintain and prepare its facilities, networks, and systems for proper operation of the Products and Services; (vi) safeguard all access credentials, configuration settings, and any software components of the Products installed on Customer systems; (vii) not use the Products for unlawful or prohibited purposes; (viii) be solely responsible for investigation and remediation of security incidents within its own systems, unless otherwise agreed between the Parties; and (ix) where Centripetal accesses or retrieves data from a third party at Customer’s direction or on Customer’s behalf, identify those sources to Centripetal, disclose any applicable third-party terms or restrictions, and obtain and maintain all rights and consents necessary for that access, and such data is Customer Data for which Customer is responsible under the applicable Agreements. Centripetal shall not be Liable for any delay or failure in the performance or provisioning of the Products or Services to the extent caused by Customer’s failure to meet the foregoing responsibilities. Centripetal will retrieve, decrypt, or perform packet-capture analysis of Customer’s traffic only as authorized by Customer.

8. ENFORCEMENT ACTIONS

Customer acknowledges that the Products and Services make and enforce policy decisions that may block, filter, redirect, quarantine, isolate, or otherwise act on network traffic, connections, DNS resolution, or endpoints, and that these Enforcement Actions may be automated or directed by Centripetal personnel. Customer authorizes Centripetal to take Enforcement Actions in providing the Products and Services. Any Enforcement Action, whether correct or taken on a false positive, may affect or interrupt legitimate traffic, systems, data, or operations. Customer is responsible for identifying, clarifying, and communicating to Centripetal the allow-lists, exceptions, and exclusions it requires, including any systems that must be excluded from [[particular]] Enforcement Actions, and Customer accepts the risk of Enforcement Actions except to the extent [caused by Centripetal’s gross negligence or willful misconduct] [[critical internal and external systems… ‘always have to reach server abroad’]].

9. CONFIDENTIALITY

a. Obligations. Except as permitted under the applicable Agreements, the Receiving Party shall not disclose or provide access to any third party to any Disclosing Party’s Confidential Information without express written authorization from the Disclosing Party. Either party may disclose Confidential Information on a need-to-know basis to (i) its personnel, auditors and Affiliates who are subject to the same confidentiality obligations, and (ii) its attorneys and accountants who are either subject to professional obligations of confidentiality or have agreed to be bound by confidentiality obligations at least as protective as those set out herein. The Receiving Party will use at least the same level of care to prevent unauthorized use of the Disclosing Party’s Confidential Information as it uses for its own Confidential Information, but in no event less than a reasonable standard of care. The confidentiality obligations in this Section apply during the Term and for five (5) years after termination or expiration, except that Confidential Information that constitutes a trade secret remains protected for as long as it remains a trade secret under applicable law. Upon the Disclosing Party’s written request or upon termination or expiration, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession, except for copies retained in routine backups or as required by law, which remain subject to this Section. Centripetal Threat Intelligence is the Confidential Information of Centripetal, whether or not marked or designated as confidential.

b. Compelled Disclosures. If the Receiving Party receives a subpoena or other request to disclose any Disclosing Party’s Confidential Information, the Receiving Party will (to the extent permitted by law) do the following: (i) promptly notify the Disclosing Party; (ii) provide the Disclosing Party with a copy of the subpoena or request unless the law prohibits the Receiving Party from doing so; (iii) where possible, and to the extent permitted by law, direct the requesting authorities to request the information directly from the Disclosing Party; and (iv) not disclose any such Confidential Information unless and until (a) the Disclosing Party authorizes such disclosure in writing, or (b) a judicial, legislative, executive, or administrative body orders the Receiving Party to disclose such Confidential Information, the time for the Disclosing Party to appeal or challenge the order has expired, and the Disclosing Party has not appealed or challenged the order within that time.

10. DATA PROCESSING AGREEMENT

If and to the extent Customer Data includes Personal Information subject to Data Protection Laws (as that term is defined in the DPA), the DPA will apply to the Products and Services that Centripetal provides to Customer, in which case the DPA is incorporated herein.

11. SUB-PROCESSORS

In the course of providing Products and Services, Centripetal may engage Sub-Processors. Centripetal shall use contractual or other means to obligate such Sub-Processors to comply with data-protection and confidentiality obligations at least as protective as those in the Agreements.

12. TERM

This MSA begins on the Effective Date and continues until terminated as provided in this MSA or the applicable Order Form (the “Term”). “Effective Date” means the subscription or service start date specified in the applicable Order Form. Unless otherwise stated in the applicable Order Form, such Order Form will automatically renew for successive terms equal in length to the initial term, unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

13. TERMINATION

In the event that either Party materially breaches any of the applicable Agreements, or any applicable law relevant to the Agreements or to that Party’s performance under the Agreements, and is unable or fails to cure such breach within thirty (30) days of written notice of such breach from the other Party, or if either Party becomes insolvent or bankrupt, or a receiver, assignee, or other liquidating officer is appointed for such Party for its business or assets, then the other Party may terminate the MSA and the applicable Order Form immediately, and without incurring any Liability. In addition to the foregoing, Centripetal may terminate this MSA and the Order Form for convenience with 60 days’ written notice at any time. If Centripetal terminates this MSA or an Order Form for convenience, Centripetal will refund to Customer a pro-rata portion of any prepaid Fees for the terminated Products or Services covering the period after the effective date of termination.

14. EFFECT OF TERMINATION

Upon expiration or termination of this MSA, all rights granted to Customer will immediately cease, and Customer shall immediately discontinue all use of the Products. Customer shall provide Centripetal with reasonable access to Customer’s facilities, during normal business hours, to allow Centripetal or its designated agents to retrieve and de-install any Hardware provided under the applicable Order Form. Centripetal will bear the reasonable costs of such retrieval and de-installation, unless otherwise specified in the applicable Order Form. If Customer fails to provide access for retrieval within thirty (30) days following termination or expiration, Centripetal may invoice Customer for the then-current list price of the unreturned Hardware. The following Sections survive termination or expiration: Centripetal Ownership, Customer Ownership, Confidentiality, Indemnification, Limitation of Liability, Feedback, and Governing Law, together with any accrued payment obligations and any other provision that by its nature should survive.

15. FEES

Customer shall pay Centripetal all undisputed Fees specified in the applicable Order Form within thirty (30) days of receipt of invoice, unless different payment terms are stated therein. If Customer fails to pay the undisputed Fees when due, in addition to all other remedies available to Centripetal, (i) Customer shall pay interest on all overdue and unpaid amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, (ii) Customer shall be liable to Centripetal for all Liability arising out of or related to Centripetal’s collection of overdue or unpaid Fees; (iii) Centripetal may in its sole discretion suspend or terminate the applicable Agreements and provision of Products and Services without any Liability; and (iv) Centripetal may retain Deliverables until such default is cured. Except as expressly provided in this MSA, all Fees are non-cancellable and non-refundable, and are exclusive of taxes and similar assessments, which are Customer’s sole responsibility. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer under the applicable Order Form, other than any taxes imposed on Centripetal’s own income.

16. WARRANTIES

a. Mutual Warranties. Each Party warrants it has full power to enter into this MSA.

b. Customer Warranties. Customer represents and warrants that all Customer Data and other information and materials that Customer provides or makes available to Centripetal under any applicable Order Form: (i) is owned by Customer, or Customer is authorized to provide it to Centripetal for the purposes set forth in the applicable Agreements; (ii) does not infringe or misappropriate any trademark, service mark, copyright, or any third-party rights, including intellectual property rights; (iii) does not contain any libelous material or otherwise violate the rights or causes damage or injury to any person; (iv) complies with Data Protection Laws and any other applicable law; and (v) is not a violation of any contractual, statutory, common law, or other legal obligation or duty. Customer further represents and warrants that it has provided all notices and obtained all consents and legal bases required for Centripetal to access, intercept, inspect, decrypt, and process the network traffic, communications, and data of Authorized Users and other persons using Customer’s networks, systems, or devices in connection with the Products and Services, in each case as directed or authorized by Customer.

c. Centripetal Warranties. Centripetal warrants that: (i) the Services will be provided in a professional, workmanlike manner consistent with generally accepted industry standards; and (ii) any Hardware provided will be free from material defects in materials and workmanship for a duration of one-year or the warranty period set forth in the applicable Order Form. Centripetal makes no warranties with respect to any Third-Party Technology, which is provided subject only to the applicable third-party terms. Customer’s exclusive remedy for breach of these warranties is, at Centripetal’s option, re-performance of the non-conforming Services, repair or replacement of the non-conforming Hardware, or, if not cured within thirty (30) days after written notice, a pro-rata refund of prepaid Fees for the affected period. The foregoing warranties do not apply to issues caused by misuse, alteration, or combination with unauthorized systems.

d. Disclaimer. Except as expressly provided in the applicable Agreements, the Products, Services, Hardware, and Deliverables are provided “as is” and “as available.” Centripetal disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. Centripetal does not warrant that all threats will be detected or prevented, that the Products or Services will be free from false positives or false negatives, that any data, reports, or analytics will be accurate or achieve any particular result, or that the Products will be error-free, uninterrupted, or compatible with third-party software or services. Customer shall not rely on the Products or Services as its sole means of detecting or preventing security threats, remains responsible for maintaining its own security controls and for the backup and protection of its data, and will not hold Centripetal responsible for threats not detected or prevented. To the extent permitted by applicable law, these disclaimers apply in full force. Nothing in this Section shall limit any warranties that cannot be excluded or disclaimed under applicable law.

17. SUPPORT SERVICES

Centripetal will provide support services for the Products and Services in a professional and workmanlike manner consistent with industry standards for similar services, but does not warrant that every question, issue, or problem will be resolved. Centripetal’s support may not extend to issues arising from: (i) use of the Products other than in accordance with the guidelines provided by Centripetal; (ii) modifications, alterations, or configurations of the Products not performed or authorized by Centripetal; (iii) failures or issues of Customer’s equipment, networks, or third-party software or services not supplied by Centripetal; (iv) any Third-Party Technology, except as expressly set forth in the SaaS Exhibit; or (v) factors outside Centripetal’s reasonable control. Where practicable, Centripetal will use commercially reasonable efforts to assist Customer in diagnosing such excluded issues, and Centripetal may offer remediation subject to additional fees as agreed in writing.

18. INDEMNIFICATION

a. Customer Indemnification. Customer will defend Centripetal against any third-party claim arising out of or relating to: (i) Customer Data or other information or materials Customer provides or makes available to Centripetal, including any claim that they infringe or misappropriate a third party’s rights or violate applicable law; (ii) Customer’s or an Authorized User’s violation of applicable law or of the applicable Agreements; or (iii) Centripetal’s access to, interception, inspection, decryption, or Processing of network traffic, communications, or data of Authorized Users or other persons, as directed or authorized by Customer. Customer will indemnify Centripetal for damages, costs, and reasonable attorneys’ fees finally awarded against Centripetal, or agreed in settlement, in connection with such claim. To the extent any claim or Liability arises out of or relates to a Breach of Personal Information or the Processing of Personal Information, it is governed by and allocated under the DPA rather than this Section.

b. Centripetal Indemnification. Centripetal will defend Customer against any third-party claim brought in the United States alleging that Customer’s authorized use of the Products infringes or misappropriates such third party’s United States patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and reasonable attorneys’ fees finally awarded against Customer, or agreed in settlement by Centripetal. Centripetal has no obligation under this Section for any claim to the extent arising from: (a) use of a Product not in accordance with the applicable Agreements; (b) modification of a Product by anyone other than Centripetal; (c) combination, operation, or use of a Product with hardware, software, data, or materials not supplied by Centripetal, if the Product would not be infringing absent the combination; or (d) Customer’s continued use of a Product after Centripetal has made available a non-infringing version or modification and notified Customer. Centripetal’s obligations under this Section do not extend to any Product that consists of Third-Party Technology, which is licensed subject to the applicable third-party terms. If a Product is, or in Centripetal’s opinion is likely to become, the subject of an infringement claim, Centripetal may, at its option and expense: (i) procure for Customer the right to continue using the Product; (ii) modify or replace it so that it is non-infringing while remaining substantially equivalent in functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Product or Service and refund a pro-rata portion of prepaid Fees for the terminated portion. This states Centripetal’s entire liability and Customer’s exclusive remedy for intellectual-property infringement.

c. Indemnification Procedure. The party seeking indemnification will promptly notify the other of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party will not settle any claim in a way that imposes liability or an admission on, or requires any payment or action by, the indemnified party without its prior written consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

19. LIMITATION OF LIABILITY

a. Enforcement Actions. To the maximum extent permitted by applicable law, Centripetal will have no Liability arising out of or relating to any Enforcement Action, including any interruption of or damage to legitimate traffic, systems, data, or operations, except to the extent caused by Centripetal’s grossly negligent, reckless, or intentional acts or omissions. Nothing in this Section limits Centripetal’s obligations under the DPA.

b. Exclusion of Damages. Except for a Party’s indemnification obligations under Section 18 (Indemnification), and to the maximum extent permitted by applicable law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, or lost or corrupted data, arising out of or relating to the Agreements, regardless of the theory of liability and even if advised of the possibility.

c. Cap. Except for (i) payment obligations; (ii) breach of warranties under Section 16 (Warranties); (iii) Liability under the DPA; (iv) Customer’s Liability for breach of Section 2 (Use Restrictions), Section 4(i), and Section 4(vii) of the SaaS Exhibit, except to the extent such Liability is governed by the DPA; and (v) a Party’s indemnification obligations under Section 18 (Indemnification), each Party’s aggregate Liability is limited to the Fees paid or payable by Customer for the affected Products or Services during the twelve (12) months preceding the event giving rise to Liability.

20. FEEDBACK

Without limiting Centripetal’s confidentiality obligations under this MSA, Centripetal may freely use, exploit, and act upon any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer relating to the Products or Services (“Feedback”), without restriction and without obligation to Customer. All Feedback is provided by Customer on an “as-is” basis without warranty of any kind. For clarity, Feedback does not constitute Customer Confidential Information, and Customer grants Centripetal a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into its products and services.

21. FORCE MAJEURE

Centripetal shall have no Liability to Customer, and shall not be in violation of the applicable Agreements, for any failure or delay in performing its obligations if and to the extent any such failure or delay is caused by any circumstance beyond Centripetal’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, pandemic or public health crisis, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. Upon the occurrence of a Force Majeure event, Centripetal shall timely notify Customer of the force majeure event, the period of time the occurrence is expected to continue, and its efforts to mitigate the cause and circumstances of such delay or failure with respect to the Products or Services affected thereby. Centripetal shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

22. RESELLERS

Customer may purchase Products or Services through a Centripetal-authorized reseller. A reseller is not Centripetal’s agent and has no authority to make any representation, warranty, commitment, or modification on Centripetal’s behalf. Any order placed through a reseller is governed exclusively by the Agreements, and any term agreed between Customer and a reseller that differs from or conflicts with the Agreements does not bind Centripetal and is void as against Centripetal. Customer’s acceptance of the Agreements under Section 1 (Structure) applies regardless of any reseller arrangement. Payment of applicable Fees to an authorized reseller discharges Customer’s payment obligation to the extent so paid.

23. NO AGENCY

Centripetal shall perform the Services as an independent contractor and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent, employer and employee, or master and servant, between the Parties, or to provide either Party with the right, power or authority, whether expressed or implied, to create any such duty or obligation on behalf of the other Party.

24. WAIVER

Failure to object or to take affirmative action with respect to any conduct by the other Party which is in violation of the applicable Agreements shall not be construed as a waiver of any future breach or subsequent wrongful conduct. Any waiver of the provisions of the applicable Agreements or of a Party’s rights or remedies under the applicable Agreements must be in writing to be effective.

25. NOTICE

Notices required hereunder shall be sent to physical and electronic addresses customarily used by the Parties to communicate with one another.

26. GOVERNING LAW

The Agreements shall be governed by the laws of the Commonwealth of Virginia, both as to interpretation and performance, regardless of the choice of law rules of that Commonwealth or any other jurisdiction. The Parties shall be subject to personal jurisdiction in the Commonwealth of Virginia, and the exclusive jurisdiction and venue for any action arising out of or related to the Agreement shall be the state and federal courts located in the Commonwealth of Virginia, except as may be necessary to enforce an order of such court.

27. NO PUBLICITY

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Agreement, or otherwise use the other Party’s trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party.

28. SEVERABILITY

Each term, condition, and provision of the applicable Agreements shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition, or provision of the applicable Agreements and any statute, law, ordinance, order, rule, or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of the Agreements shall not be affected thereby. If any term, condition, or provision of the applicable Agreements is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.

29. SUCCESSORS AND ASSIGNS

The applicable Agreements are binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns. Neither Party may assign or transfer the applicable Agreements, in whole or in part, without the prior written consent of the other Party, except that Centripetal may assign the Agreements without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.

30. MODIFICATIONS

Centripetal may update the Agreements from time to time, and the current version will be posted at https://centripetal.ai/data-processing-agreement. Updates that do not materially change Customer’s rights or obligations (for example, updates to Documentation, operational details, or contact information) are effective on posting. Any update that materially changes Customer’s rights or obligations takes effect, at Centripetal’s election, either (a) upon renewal of the applicable Order Form, with Customer’s renewal constituting acceptance of the then-current version posted at the URL above, or (b) upon Centripetal providing notice of the update and Customer’s acceptance of it. A material update under clause (a) applies at renewal only if posted before the non-renewal notice window for that term opens under Section 12 (Term); otherwise it applies at the following renewal. A Customer that does not wish to accept a material update under clause (a) may decline to renew under Section 12 (Term). No amendment is effective unless made in accordance with this section or set out in a writing signed by an authorized signatory of Centripetal.
 

Terms of Service Archive

• May 9, 2024: https://www.centripetal.ai/terms-of-service/050924