Terms of Service
Last updated January 9, 2026
Software Services Agreement
This Software Services Agreement (this “Agreement”) governs use of the Services (defined below) made available by Centrum AI Inc. (“Centrum”) by you (“you” or “Customer”) and Customer’s Authorized Users. Centrum and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. This Agreement includes the applicable statement of work or other ordering document between the Parties (“SOW”) to which this Agreement is hereby incorporated by reference.
Table of contents
1. Agreement to Terms and Conditions
This Agreement is effective as of the date upon which you (a) first click a button or check a box titled “I agree” or the equivalent, (b) first use or access the Services, or (c) execute the applicable SOW, whichever is earlier (such date, the “Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.
2. Definitions
a) “Authorized User” means an employee or contractor who Customer has authorized to use the Services.
b) “Centrum IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, the Documentation and all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
c) “Customer Materials” means all input, information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Centrum in connection with Customer’s Use of the Services, but excluding, for clarity, any other information, data, data models, content or materials owned or controlled by Centrum and made available through or in connection with the Services.
d) “Documentation” means the user manuals, training materials, and other similar materials as provided by Centrum to Customer (including any revised versions thereof) relating to the Services, which may be updated from time to time.
e) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
f) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
g) “Services” means Centrum’s AI-powered platform for supply chain resilience and optimization as may be further described in the applicable SOW.
h) “Use” means to use and/or access the Services in accordance with this Agreement and the Documentation.
3. Services; Access and Use
a) Services
Subject to the terms and conditions of this Agreement, Centrum hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13) right to Use the Services during the Term, solely for Customer’s internal business purposes and subject to, the limits, volume or other measurement or conditions of permitted use as set forth herein or on the applicable SOW.
b) Use Restrictions
Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Services or Documentation, in whole or in part; (iii) decipher, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Services or any components, models, algorithms or systems used to provide the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Services, Generated Materials, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Centrum for use expressly for such purposes; (viii) use the Services, Documentation or any other Centrum Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services; or (ix) utilize the Services (including any AI models or derivatives thereof), Documentation or Generated Materials to train, improve or have trained or improved an AI model (e.g., engage in “model scraping”).
c) Authorized Users
Customer will not allow any Person other than Authorized Users to Use the Services. Customer may permit Authorized Users to Use the Services, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Centrum if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. Centrum may process personal data about Authorized Users (“Account Data”) in accordance with its Privacy Notice available at https://www.centrum-ai.com/app/privacy-policy. Account Data is not Customer Materials.
d) Third-Party Services
Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Centrum does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.
e) Reservation of Rights
Subject to the limited rights expressly granted hereunder, Centrum reserves and, as between the Parties will solely own, the Centrum IP and all right, title and interest in and to the Centrum IP and to the Services. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
4. Fees and Payment
a) Fees
Customer will pay Centrum the non-refundable fees (“Fees”) set forth in the applicable SOW and without offset or deduction. Except as otherwise set forth in the applicable SOW, Centrum will issue an invoice to Customer for such amount, and Customer will pay such amount no later than thirty (30) days after the date of invoice. Centrum reserves the right to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days’ prior notice to Customer (which may be sent by email).
b) Payments
Payments due to Centrum under this Agreement must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by Centrum or such other payment method mutually agreed by the Parties. All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Centrum may suspend Services until all payments are made in full. Customer will reimburse Centrum for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
c) Taxes
Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Centrum hereunder, other than any taxes imposed on Centrum’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Centrum hereunder, Customer will pay an additional amount, so that Centrum receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
5. Confidential Information
a) Confidential Information
As used herein, “Confidential Information” means any information that Centrum provides to Customer in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Centrum. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by Customer; (ii) were rightfully known by Customer prior to receiving such information or materials from Centrum; (iii) are rightfully acquired by Customer from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to Centrum; or (iv) are independently developed by or for Customer without use of or access to any Confidential Information of Centrum.
b) Obligations
Customer will maintain Centrum’s Confidential Information in strict confidence, and will not use the Confidential Information of Centrum except as necessary to perform its obligations or exercise its rights under this Agreement. Customer will not disclose or cause to be disclosed any Confidential Information of Centrum, except (i) to those employees, representatives, or contractors of Customer who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to Customer providing to Centrum reasonable written notice to allow Centrum to seek a protective order or otherwise contest the disclosure.
c) Disclosure
The terms and conditions of this Agreement will constitute Confidential Information of Centrum but may be disclosed on a confidential basis to Customer’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
6. Customer Materials; Customer-Trained Models; Generated Materials
a) Ownership
Centrum acknowledges that, as between Customer and Centrum and except as set forth in Section 6(b), Customer owns and retains all right, title and interest in and to all Customer Materials. To the extent Customer uses the Services to train an AI/ML model using Customer Materials (a “Customer-Trained Model”), Centrum will retain ownership of the Custom-Trained Model but will exclusively provide such Customer-Trained Model to Customer through the Services.
b) License
Customer hereby grants Centrum a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely as necessary to provide the Services to Customer.
c) Generated Materials
The Services utilize artificial intelligence and machine learning technologies, including but not limited to generative artificial intelligence and predictive analytics models, to generate output, predictions, recommendations or other materials provided to Customer that are based on the Customer Materials (collectively, “Generated Materials”). Given the probabilistic and evolving nature of artificial intelligence and machine learning technologies, such Generated Materials may not meet the requirements of the Customer or may otherwise be inaccurate or otherwise unsuitable for Customer’s specific use case. Customer should evaluate the accuracy, reliability, functionality, and appropriateness of any Generated Materials provided by the Services as appropriate for Customer’s use case, and Customer will remain solely responsible for and assume all risk in connection with Customer’s use of such Generated Materials. Customer acknowledges and agrees that the Generated Materials may not be unique, and the Services may generate the same or similar Generated Materials for other users of the Services and Centrum will be free to provide the Service regardless of any similarities.
7. Representations and Warranties
a) Mutual
Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.
b) Customer Materials
Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials as contemplated by this Agreement and (ii) Centrum’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
8. Indemnification
a) Centrum Indemnification
Subject to Section 8(b), Centrum will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that the Customer’s Use of the elements of the Services that are proprietary to Centrum infringe or misappropriate such third party’s copyright rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Centrum (including reasonable attorneys’ fees) resulting from such Claim.
b) Exclusions
Centrum’s obligations under Section 8(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Centrum; (iv) modifications to the Services by anyone other than Centrum; (v) combinations of the Services with software, data or materials not provided by Centrum; or (vi) any Generated Materials.
c) IP Remedies
If Centrum reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Centrum may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue Use. If Centrum determines that neither alternative is commercially practicable, Centrum may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Centrum will refund to Customer a pro-rata portion of the fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 8 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.
d) Customer Indemnification
Customer will defend Centrum against Claims arising from (i) any Customer Materials (or their processing or use by Centrum), including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) Use of the Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 3(b), and in each case, will indemnify and hold harmless Centrum against any damages and costs awarded against Centrum or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
e) Indemnification Procedures
The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
9. Disclaimers
a) General Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, GENERATED MATERIALS, AND OTHER CENTRUM IP ARE PROVIDED ON AN “AS IS” BASIS, AND CENTRUM MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE CENTRUM IP, THE SERVICES, GENERATED MATERIALS OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTRUM HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CENTRUM HEREBY DISCLAIMS ANY WARRANTY THAT (1) USE OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED, AND (2) ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, SECURITY, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.
b) AI/ML
CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICES USE EXPERIMENTAL TECHNOLOGY LIKE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS, AND MAY SOMETIMES PROVIDE INACCURATE OR OFFENSIVE CONTENT. ACCORDINGLY, CENTRUM DOES NOT MAKE ANY WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE GENERATED MATERIALS, INCLUDING ANY INFORMATION OR CONTENT THEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT THE GENERATED MATERIALS ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TOOLS AND MAY NOT BE PROTECTABLE UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS, AND CENTRUM HEREBY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE OWNERSHIP OR PROTECTABILITY OF, OR APPLICABILITY OF INTELLECTUAL PROPERTY RIGHTS TO, SUCH GENERATED MATERIALS. CUSTOMER’S USE AND RELIANCE OF THE GENERATED MATERIALS IS AT CUSTOMER’S OWN RISK, AND CENTRUM IS NOT LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF OR RELIANCE ON THE GENERATED MATERIALS.
10. Limitations of Liability
a) Exclusion of Damages
EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS OR (IV) A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CENTRUM IP OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
b) Total Liability
EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, OR (IV) A PARTY’S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CENTRUM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY CENTRUM TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT CENTRUM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
c) Basis of the Bargain
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN CENTRUM AND CUSTOMER AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
11. Term and Termination
a) Term
The initial term of this Agreement begins on the Effective Date and expires on the date set forth on the applicable SOW (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for additional periods as set forth in the applicable SOW (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew this Agreement prior to the end of the then-current Term.
b) Termination
Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
c) Survival
This Section 11(c) and Sections 2, 3(b), 3(c), 3(e), 4, 5, 6, 7, 8, 9, 11(d) and 13 survive any termination or expiration of this Agreement.
d) Effect of Termination
Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 3(a) will terminate; and (ii) Customer will return or destroy, at Centrum’s sole option, all Centrum Confidential Information in its possession or control, including permanent removal of such Centrum Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Centrum’s request, certify in writing to Centrum that the Centrum Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
12. Publicity
Subject to the provisions of Section 5, each Party will have the right to publicly announce the existence of the business relationship between the Parties. In addition, during the term of Customer’s Use of the Services, Centrum may use Customer’s name, trademarks, and logos (collectively, “Customer’s Marks”) on Centrum’s website and in its marketing materials to identify Customer as Centrum’s customer, and for the purpose of providing the Services to Customer, provided that Centrum will use commercially reasonable efforts to adhere to the usage guidelines furnished by Customer with respect to Customer’s Marks.
13. General
This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of Customer, and on the next business day if sent after normal hours of Customer; or (v) by posting to the Services. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 3(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. Centrum may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Centrum remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Centrum will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Centrum. The relationship between the Parties is that of independent contractors. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Subscription Services, software, any Customer Materials, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.