Terms of Service

Welcome to centh.ai (the "Site"), operated by Centh AI Inc ("Centh AI," "Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Site, our platform, and any related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. Description of Service

Centh AI provides an AI-native operating system for workforce operations, including systems for recruiting, credentialing, engagement, and scheduling. The Site provides information about our Services and enables users to interact with our platform and team.

2. Accounts

Certain features of the Services may require you to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate your account at any time if we reasonably believe that you have violated these Terms.

3. Use of the Site

3.1 License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Site and Services for your internal business purposes or personal informational use.

3.2 Restrictions

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Copy, modify, distribute, sell, or lease any part of the Services or included software
• Reverse engineer, decompile, or disassemble the Services or attempt to extract the source code
• Scrape, crawl, or use automated means to access the Services without our prior written consent
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein
• Attempt to gain unauthorized access to the Services, related systems, or networks
• Use the Services to develop a competing product or service
• Remove, alter, or obscure any proprietary notices on the Services

3.3 Modification

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3.4 Ownership

The Services and all content, features, and functionality thereof, including but not limited to text, graphics, logos, icons, images, audio, video, software, and the compilation thereof, are the exclusive property of Centh AI Inc or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited license granted above.

4. User Conduct

You agree not to engage in any of the following prohibited activities:

• Submitting false, misleading, or fraudulent information
• Impersonating any person or entity, or falsely representing your affiliation with any person or entity
• Transmitting any viruses, malware, or other harmful code
• Harassing, threatening, or intimidating other users
• Sending unsolicited communications, spam, or promotional materials through the Services
• Collecting or harvesting personal information of other users without their consent

5. Intellectual Property

All trademarks, service marks, trade names, logos, and other intellectual property displayed on the Site are the property of Centh AI Inc or their respective owners. You may not use any of our trademarks or intellectual property without our prior written permission. All rights not expressly granted herein are reserved.

6. Third-Party Links

The Services may contain links to third-party websites or services that are not owned or controlled by Centh AI. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

7. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Your use of the Services is at your sole risk. No advice or information, whether oral or written, obtained from us or through the Services shall create any warranty not expressly stated herein.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CENTH AI INC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF FIFTY DOLLARS ($50.00) OR THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Centh AI Inc, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

10. Term and Termination

These Terms are effective until terminated by either you or us. We may terminate or suspend your access to the Services at any time, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in the State of Delaware for the resolution of any disputes arising out of or relating to these Terms or the Services.

12. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Centh AI agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, shall be resolved by binding individual arbitration, rather than in court, except that either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

Class Action Waiver: You and Centh AI agree that any arbitration or court proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and Centh AI each waive any right to a jury trial.

Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

14. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Centh AI concerning the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Centh AI.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will update the "Effective Date" at the top of this page and, where required by law, provide additional notice. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

16. Contact Us

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