These Terms of Service (the “Terms”) constitute a legally binding agreement between Cendryva, Inc., a Delaware corporation (“Cendryva,” “we,” “us,” or “our”), and the legal entity or natural person identified in the applicable order form, online registration, or other ordering document (the “Customer” or “you”). By accessing or using the Cendryva platform, websites, applications, application programming interfaces, documentation, and related services (collectively, the “Services”), you represent that you have full authority to bind the Customer and that you accept these Terms on the Customer’s behalf.

If you do not agree to these Terms, you must not access or use the Services. A separately negotiated master subscription agreement, if any, will supersede these Terms with respect to the matters expressly addressed therein.

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Authorized User” means an employee, contractor, or agent of Customer or its Affiliates who is authorized by Customer to access and use the Services.
• “Customer Data” means electronic data, content, and records submitted to the Services by or on behalf of Customer or its Authorized Users.
• “Documentation” means the technical and end-user documentation that Cendryva makes generally available for the Services.
• “Order Form” means an ordering document or online subscription flow that references these Terms and specifies the Services purchased, fees, and subscription term.

Subject to Customer’s continuing compliance with these Terms and timely payment of all fees due under each Order Form, Cendryva grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services solely for Customer’s and its Affiliates’ internal business operations.

Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent such restriction is expressly prohibited by applicable law; (b) modify, translate, or create derivative works of the Services; (c) rent, lease, lend, sell, sublicense, distribute, time-share, or operate the Services as a service bureau for the benefit of any third party; (d) circumvent or disable any security or technical limitations of the Services; (e) use the Services to develop a competing product or service or to benchmark its functionality without Cendryva’s prior written consent; or (f) use the Services in violation of applicable law or any third-party rights.

Customer shall be solely responsible for the conduct of its Authorized Users and for all activity occurring under its account. Customer shall not, and shall not permit any Authorized User to, use the Services to (i) transmit material that is unlawful, defamatory, harassing, infringing, or otherwise objectionable; (ii) upload or distribute viruses, worms, malware, or other code of a destructive nature; (iii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (iv) attempt to gain unauthorized access to the Services or their related systems or networks. Cendryva reserves the right, but disclaims any obligation, to monitor use of the Services for compliance with this Section 4 and may suspend access in accordance with Section 12 in the event of a material breach.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants to Cendryva a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and maintain the Services, to prevent or address service or technical problems, or as expressly permitted in writing by Customer.

Customer represents and warrants that it has provided all notices and obtained all consents necessary for Cendryva’s processing of Customer Data contemplated by these Terms. The Cendryva Data Processing Addendum, available on request and incorporated by reference, governs Cendryva’s processing of Personal Data on Customer’s behalf and includes the Standard Contractual Clauses as required.

Customer shall pay all fees specified in each Order Form. Except as expressly set forth herein, fees are non-cancelable and amounts paid are non-refundable. Unless otherwise stated in the Order Form, fees for renewal terms shall be at Cendryva’s then-current list price.

Invoices are payable within thirty (30) days of the invoice date. Past-due amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (other than taxes on Cendryva’s net income), and Customer shall be responsible for payment of all such amounts.

Cendryva and its licensors own and retain all right, title, and interest in and to the Services, the Documentation, and all related intellectual property rights, including all modifications, enhancements, and derivative works thereof. No rights are granted to Customer hereunder other than as expressly set forth in Section 3. Customer shall not remove, alter, or obscure any proprietary notices contained in the Services. If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Services (collectively, “Feedback”), Cendryva shall have a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Services without any obligation to Customer.

Cendryva warrants that, during an active subscription term, the Services will materially conform to the Documentation. Customer’s sole and exclusive remedy, and Cendryva’s entire liability, for breach of the foregoing warranty shall be, at Cendryva’s option, to (i) use commercially reasonable efforts to correct the non-conformity, or (ii) terminate the affected Order Form and refund any fees prepaid for the unused portion of the subscription term.

Except for the express warranty in this Section 8, the Services are provided “as is” and “as available,” and Cendryva and its licensors disclaim all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from a course of dealing, usage, or trade practice. Cendryva does not warrant that the Services will be uninterrupted or error-free.

Cendryva shall defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes any patent, copyright, or trademark of such third party, and shall pay any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Cendryva, provided that Customer (a) promptly notifies Cendryva in writing of the claim, (b) gives Cendryva sole control over the defense and settlement, and (c) provides reasonable cooperation at Cendryva’s expense.

Customer shall defend and indemnify Cendryva against any third-party claim arising from (i) Customer Data, (ii) Customer’s breach of Section 4 (Acceptable Use), or (iii) Customer’s combination of the Services with materials not provided by Cendryva, where the Services would not have been infringing absent such combination. The foregoing constitutes the sole and exclusive remedies of the parties with respect to claims of intellectual property infringement.

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or data, however caused and under any theory of liability, even if advised of the possibility of such damages. Each party’s aggregate liability arising out of or relating to these Terms shall not exceed the fees paid or payable by Customer to Cendryva for the Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability. The foregoing limitations shall not apply to (i) a party’s indemnification obligations under Section 9, (ii) a party’s breach of confidentiality obligations, (iii) Customer’s payment obligations, or (iv) liability that cannot be excluded or limited under applicable law.

Each party (the “Receiving Party”) shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, to (a) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of these Terms, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need such access for purposes consistent with these Terms and who are bound by written confidentiality obligations no less protective than those herein.

These Terms commence on the Effective Date and continue until all Order Forms have expired or been terminated. Either party may terminate these Terms or any Order Form for cause upon thirty (30) days’ written notice of a material breach if such breach remains uncured at the expiration of such period, or immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Cendryva may suspend Customer’s access to the Services without liability if (i) Customer’s use of the Services poses a material security risk, (ii) Customer is in breach of Section 4 (Acceptable Use), or (iii) any undisputed amount is more than thirty (30) days past due. Upon expiration or termination, Customer shall cease all use of the Services, and Sections 5, 7, 8 (last paragraph), 9, 10, 11, 13, and 14 shall survive.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, and conducted in the English language. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Each party waives any right to participate in a class, collective, or representative proceeding.

These Terms, together with any Order Forms and the Data Processing Addendum, constitute the entire agreement of the parties with respect to the subject matter and supersede all prior or contemporaneous communications. No waiver shall be effective unless in writing signed by the waiving party. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder. Notices to Cendryva shall be sent to legal@cendryva.com with a copy to its registered agent in Delaware.