Cien.ai – Terms of Services

Last Updated March 1st 2025

This is a License Agreement (“License”) between You, either an individual or an entity (“Customer” or “You”), and Cien, Inc. (“Cien” or “We” or “Us” or “Our”). Please read this license carefully before using any Cien services (“Cien App”). By clicking on the “Accept” button, requesting services from Cien, or using the Cien App, You are consenting to be bound by this license. If You do not agree to all of the terms of this license, You will not receive access to the Cien App or other services. If You do not wish to be bound by this agreement, please contact Cien immediately to cancel Your account.

2. CERTAIN DEINITIONS 

App Data: Data uploaded or synced from a 3rd party system provided by Customer or data generated within the Cien App

App Terms: This document.

Cien App: The web and/or mobile technology along with data structures and data algorithms that make up Cien’s products and services.

Confidential Information: Means all information disclosed by You to Cien or by Cien to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to Cien’s security policies and procedures. The Services Agreement, as well as App Data, shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality concerning such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties, or (d) was or is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

Order Form: The document outlining the specific business terms Customer and Cien has agreed upon.

Agreement: The combination of the App Terms and the specific business terms outlined in the Order Form and/or Statement of Work.

User: A user profile that can get access to the Cien App.

GTM Team Member: A user profile in the Customer’s CRM database that is in a selling or selling support role. Since the CRM database often has many other users, the user classification (“SALES”) will be used based on Customer supplied calibration data. That means users in standardized user roles such as “Account Executive”, “Account Manager”, “Sales Development Rep”, “Sales Engineers”, “Sales Manager”, etc. will be included. Users with a user role of “Other User”, “Marketing Leader”, “Analyst”, etc. will not. It is not possible to exclude certain groups from the analysis.

Custom Data Hosting: The ability to store some or all the Customer Data in a cloud environment controlled by the Customer.

2. GENERAL CONDITIONS: ACCESS AND USE

The Cien App is protected by the United States and international copyright laws, international treaty provisions, and applicable laws. Cien hereby grants to You a non-exclusive, non-transferable license to use the Cien App from the designated website (“Site”) and related user documentation on the terms and conditions set forth herein. The Cien App is licensed only for Your use. You may access and use the Cien App on any computer, but You may not exceed the number of simultaneous or concurrent users permitted by the license. You may only use the Cien App as referenced by the documentation and perform its functions for the purpose authorized by this license.

3. OWNERSHIP OF SERVICES, DATA AND CONTENT

Cien (or its affiliates) is the exclusive owner of the Cien App and Your use of the services does not provide You any right or interest in any of Cien’s intellectual property including, but not limited to, common designs, layouts, content, program code, scripts, algorithms, database structures, proprietary strategies and processes, and other intellectual property of Cien (or its affiliates) except User-uploaded or synced from a third-party system content and data. Cien acknowledges that the Customer owns all data and content uploaded to the system, and may request removal of said content at any time.

4. NO REVERSE ENGINEERING

Customer acknowledges that the Software and their structure, organization, and source code constitute valuable intellectual property and trade secrets of Cien. Accordingly, Customer agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, lease, rent, loan, or otherwise permit a third party to use the Software; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use the Software except as expressly allowed in this Agreement. Customer shall cooperate and make its facilities, information, data, and equipment available to Cien in a timely manner when helpful for the completion of customer-specific implementation or troubleshooting.

5. TRADEMARKS

Cien, licensors, manufacturers, dealers, advertisers, merchants, or other third-party materials, services, or products referenced on this site are common law or registered trademarks or service marks of such parties and You agree never to use such without express written permission. Except as expressly granted via the use licenses herein, Cien does not grant any express or implied rights under any patents, copyrights, trademarks, or trade secret information. In using this site, You agree not to and You agree never to use such in any way including but not limited to, registering domain names including such, bidding on keywords using in any way including but not limited to, registering domain names including such, bidding on keywords using them or otherwise. You shall not display or disclose, anonymously or by true or fictional name, in any form or fashion including, but not limited to, publication on or via the Internet, a website, blog, email, discussion group, by means now known or hereafter devised and/or by all other means of electronic dissemination, any confidential or proprietary information, or express any negative opinion of Cien, or this site, or anyone associated or employed therewith, or user or Customer’s affiliation or experiences with Cien; and user or Customer shall not use, copy, distribute, sell, infringe or violate any legal right of Cien including, but not limited to, publicity rights, privacy rights, moral rights, copyright, trademark, trade secret, and patent rights, without limitation, by way of example, register, purchase, apply for, license, or attempt to do so, any domain name containing, in whole or in part, or any derivation of any confidential or proprietary information; register, purchase, apply for, license, obtain a license for, or attempt to do so, any copyright registration for any creation containing, in whole or in part, or any derivation or modification of any confidential or proprietary information; register, purchase, apply for, license, obtain a license for, or attempt to do so, any trade or service, mark or name, containing, in whole or in part, or any derivation or modification of any confidential and proprietary information.

6. AUTHORSHIP MARK AND CUSTOMER REFERENCES

You agree that Cien can place Our reasonably sized and positioned logo and/or text link on website pages, reports, and emails included in the services. Cien may reference its relationship with You for marketing purposes.

7. SUBSCRIPTION

The Cien App is licensed on a subscription basis pursuant to the Order Form and conditions incorporated herein. We will provide updates to the Cien App on a periodic basis, which will replace the prior version of the Cien App. Each version of the Cien App may operate differently and may have different, more, or fewer features than prior versions. You shall not permit the use of any version of the Cien App by any other person, nor use the Cien App at any time, after the license expires. Each Update will be deemed to be part of the Cien App and shall be governed by the App Terms.

8. USAGE BILLING

When applicable, usage billing is calculated at the end of each month, based on the number of active GTM Team Members in the analyzed CRM database(s) at the end of the period. GTM Team Members terminated before that date are not billed even if still in the database. A detailed statement of usage each month per CRM instance shall be provided by Cien upon request.

9. PAYMENT 

You or the person designated as the billing contact for this solution (“Billing Contact”). Billing Contact authorizes Cien to automatically charge a credit card for all services that You (and/or Your representatives) request. Prepaid amounts are not refundable unless stated in the Order Form. Billing Contact will receive a receipt for all payments processed against the credit card or account by email and/or fax. If paying by credit card, Billing Contact agrees to keep credit card information updated and to provide Cien with a new valid account number if the old card is deactivated or does not have sufficient credit available to pay Your fees. Cien reserves the right to place Your account on hold, suspend Your services, and/or terminate this Agreement if You are overdue in paying us any amounts due for services You request. If You wish to dispute any fee Cien charged to the Billing Contact’s credit card, You agree to discuss such dispute with Cien and work towards a resolution. Declined, refused, and/or returned payments may result in a $100.00 service charge payable immediately. Sales tax might be applied to the purchase(s) as per the applicable jurisdiction(s).

10. PREPAID AMOUNTS 

Customer can receive significant discounts by agreeing to pre-pay estimated annual or quarterly amounts. If so, the pre-paid amount will be credited to the customer’s account and then deducted based on services utilized at the discounted rate outlined in the Order Form. If the balance of the account reaches zero before the period ends, a regular monthly billing invoice will be issued at the standard list price for services not covered by the credit balance. Credits remaining in the account at the end of the period will carry over to the next period and can be used for discounted services in that period. No usage for more than 3 months forfeits any remaining balance. Prepaid amounts are not refundable.

11. CUSTOMER CONTENT 

Cien has the right to store and/or transmit information You provide through the services and You agree to indemnify and hold Cien harmless against any and all claims or causes of actions that may arise with respect to the information against Cien (or its affiliates). You are solely responsible for obtaining any and all necessary consents and clearances required to lawfully make use of any and all intellectual property rights through the services. You agree that all information submitted to, stored or distributed by You in connection with the services (a) shall not be fraudulent or misleading; (b) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation; (d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) shall not contain sexually explicit, obscene, or pornographic content; (f) shall not contain speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, harassing, libelous, or discriminatory (whether based on race, creed, religion, gender, ethnicity, sexual orientation, physical disability, or otherwise); (g) shall not contain graphic violence; (h) shall not contain politically insensitive or controversial issues (e.g., euthanasia, abortion, capital punishment), or other political content (e.g., lobbyists, PAC sites, political campaigns); (i) shall not contain any viruses, worms, trojans or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any Cien App, data or personal information; and (j) shall not create liability for Cien or cause it to lose (in whole or in part) customers or the services of service providers or other suppliers. Cien reserves the right to monitor and limit access to automated processes (bots) that harvest copyrighted Customer or Cien online content without explicit permission from Cien. 

12. CUSTOM DATA HOSTING 

If Customer has a plan that includes Custom Data Hosting, the customer can choose to host all or some their Customer Data in a Customer-controlled cloud tenant. Cien has developed an API solution that automates the provisioning, populating, and removal of data and other GTM Suite resources. The data that can be moved to a Customer tenant include data files used during processing (currently Azure Storage Containers), API data in a data warehouse (currently Azure SQL Server, Azure Postgres, and Snowflake), and BI visualization tools (currently Power BI). Technical details may change as new cloud services become available or are discontinued. This solution depends on Cien receiving access and appropriate credentials to read and write data to Customer-controlled data stores and/or databases. Notwithstanding, Cien shall have the right to download and inspect specific analysis datasets as needed to facilitate troubleshooting and system fixes. Such operations shall be logged, including an entry that the data was removed from Cien’s servers upon finished troubleshooting and logs shall be furnished to Customer upon request. Customer is responsible for maintaining their storage and visualization environment in an active account, in good standing with vendors, and updated with the latest security practices. Cien will maintain a master database with project names, configuration settings, and the status of each analysis project and will collect performance and other data points needed to maintain a functioning system.

13. USE OF SERVICES 

You hereby agree as follows: (a) You shall keep secure any identification, password, and other confidential information relating to Your site and shall notify Cien immediately of any known or suspected unauthorized use of Your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (b) You shall not use the services for any unlawful purpose; (c) You shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Cien App, or which, in the judgment of Cien, exposes Cien or any of its customers or suppliers to any liability or detriment of any type; and (d) You shall be responsible for obtaining and maintaining all internet connectivity, computer hardware and other equipment needed for access to and use of the services, and You shall be responsible for all charges related thereto.

14. INFORMATION COLLECTION AND USE 

You hereby agree as follows: (a) You shall keep secure any identification, password, and other confidential information relating to Your site and shall notify Cien immediately of any known or suspected unauthorized use of Your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (b) You shall not use the services for any unlawful purpose; (c) You shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Cien App, or which, in the judgment of Cien, exposes Cien or any of its customers or suppliers to any liability or detriment of any type; and (d) You shall be responsible for obtaining and maintaining all internet connectivity, computer hardware and other equipment needed for access to and use of the services, and You shall be responsible for all charges related thereto.

15. SECURITY

You agree to use Your best efforts to prevent access to this Cien App through login and password by anyone other than Yourself, including but not limited to, keeping such information strictly confidential, notifying Cien immediately if You discover loss or access to such information by another party not under Your control and supervision, and by using a login and password not easily guessed by a third party. Although Cien will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of others due to such unauthorized use.

16. LINKS 

The Cien App may include links to other World Wide Web sites or resources. Because Cien has no control over such sites and resources, You acknowledge and agree that Cien is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Cien 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 site or resource.

17. WARRANTY

THE SERVICES AND ALL INFORMATION PROVIDED BY CIEN IN CONNECTION WITH THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, AND YOU ACCEPT THE CIEN APP, AS CUSTOMIZED FOR YOUR CIEN APP, AT YOUR OWN RISK.

18. LIMITATION OF LIABILITY 

IN NO EVENT SHALL CIEN OR CUSTOMER OR ANY OF ITS AFFILIATED OR RELATED PARTIES BE LIABLE FOR ANY DAMAGES NOR SHALL ANY USER HOLD CIEN OR CUSTOMER OR ANY OF ITS AFFILIATED OR RELATED PARTIES LIABLE RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CIEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRING. 

19. REPRESENTATION

YOU HEREBY REPRESENT TO CIEN THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT. YOU ARE ALSO REPRESENTING THAT YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT, ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AT ANY TIME UPON REQUEST BY CIEN, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT, AND ANY OTHER AGREEMENTS OR STATEMENTS REASONABLY NECESSARY FOR CIEN TO PROVIDE AND ACCOUNT FOR THE SERVICES.

20. RELATIONSHIP

Cien’s relationship with Customer shall be that of an independent contractor and nothing in the App Terms should be construed to create a partnership, joint venture, or employer-employee relationship. Customer shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Cien’s performance of services. Cien may subcontract or otherwise delegate its obligations under this Agreement without Customer’s consent in its sole discretion.

21. CONFIDENTIALITY

The parties may have entered into a mutual non-disclosure agreement prior to executing an Order Form. In that case, that agreement shall govern confidentiality between the parties. In addition, subject to the express permissions of these App Terms, each Party will protect each other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these App Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of our respective employees, representatives, subcontractors, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. To the extent App Data constitutes personal data, You and Cien hereby agree that You shall be deemed to be the data controller and Cien shall be deemed to be the data processor as those terms are understood under the General Data Protection Regulation (and any applicable national legislation implementing the General Data Protection Regulation). In delivering the Cien App, Cien will engage entities within and other authorized service providers, to Process App Data, including and without limitation, any associated personal data pursuant to these Terms within the European Economic Area (the “EEA”), the United States and in other countries and territories. Under no circumstances will Cien be deemed a data controller with respect to App Data. Cien will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of App Data. These safeguards include encryption of App Data in transmission (using TLS or similar technologies), except for certain outside services that do not support encryption. You agree that We and the service providers that We utilize to assist in providing the Cien App to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display, and disclose App Data to the extent necessary to provide the Cien App, including, without limitation, in response to Your support requests. Any third-party service providers We utilize will only be given access to Your Account and App Data as is reasonably necessary to provide the Cien App and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent. In addition to App Data, We collect certain information (which may include Personal Data) about You and Users as well as Yours and their respective devices, computers, and use of the Cien App. We use, disclose, and protect this information as described in our privacy policy, the then-current version of which is available at www.cien.ai/privacy and is incorporated into the App Terms. Unless otherwise specifically agreed to by Cien, App Data may be hosted or otherwise processed by Cien or their respective authorized service partners in the U.S., the EEA, or other locations around the world.

22. CONSENT TO RECEIVE ELECTRONIC RECORDS

By using the Cien App; You signify Your express consent to receive information from Cien in electronic format. Electronic records may include terms and conditions, agreements, privacy policies, and other items that You should print and retain for Your records.

23. INDEMNIFICATION 

Both parties hereby agree to indemnify and hold each other and its affiliates and related parties, harmless against any damages, losses, liabilities, judgments, costs, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to Your use of the services or any breach or violation of this Agreement. In all cases, any claims shall always be capped at the annual total amount paid in fees under this Agreement.

24. ASSIGNMENT 

The right to receive the services is personal to You and You may not transfer by assignment, sublicense, or any other method the service to any other person or entity. You agree that this Agreement may be automatically assigned by Cien to any third party, in Cien’s sole discretion, and without notice.

25. WAIVER

Cien’s failure to act with respect to a breach by You or others of this Agreement does not waive Cien’s right to act with respect to subsequent or similar breaches.

26. INTERNATIONAL CUSTOMERS 

Cien is based in Miami Dade County, Florida, in the United States of America. Access to or use of the Cien App may not be legal by certain persons or in certain countries. If You access or use the Cien App from outside the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. Customers outside the U.S. are cautioned that these services are sold and performed within the United States, under U.S. law only and all disputes and claims will exclusively be resolved as set forth in this Agreement. No resident, citizen, or business of North Korea,  Syria, Sudan, Burma (Myanmar), the Taliban, Sierra Leone, Liberia, designated Terrorists and international Narcotics Traffickers, Foreign Terrorist Organizations, and/or designated foreign persons who have engaged in activities related to the proliferation of weapons of mass destruction or any other country with restrictions imposed by the U.S. Government may use this site. By using the Cien App, You agree that You are not a citizen, business, or resident in any of these countries.

27. CONFLICT RESOLUTION 

Our systems are controlled by Cien from its offices within the State of Florida. It can be accessed from all 50 states as well as from other countries around the world to the extent permitted by the site. As each of these places has laws that may differ from Florida, by accessing the Cien App, both You and Cien agree that the statutes and laws of Florida shall apply to any actions or claims arising out of or in relation to this Agreement or Your use of the Cien App, without regard to conflicts of laws principles thereof. You and Cien also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of Florida and any legal proceedings shall be conducted in English. Cien makes no representation that materials on our sites are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. You and Cien agree to submit to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules through a location in Miami-Dade County, FL, and in English. The arbitrator(s) will have no authority to award punitive or other damages not measured by the actual damages of the prevailing party, except as may be required by statute. In no event shall an award in an arbitration initiated under this clause exceed the amount paid, or owed, to Cien. The parties further agree that a judgment of any court having jurisdiction may be entered upon the award. In the event that one party is not a resident or citizen of the United States, the American Arbitration Association shall arbitrate the matter in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. You agree not to engage in any class action claim against us or combine Your arbitration claim with anyone else under any circumstances. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.

28. FORCE MAJURE 

Neither party will be deemed in breach of this Agreement to the extent that the performance of its obligations are delayed or prevented by reasons of force majeure, such as riots, acts of terrorism, fire, flood, earthquake, acts of government, and the like, provided that such party gives the other party written notice thereof promptly and uses its best efforts to continue to perform its obligations.

29. CONTACT INFORMATION 

All notices to Cien under this Agreement shall be in writing and delivered via email to legal@cien.ai

You may also mail written notices to:

Cien, Inc.
1815 Purdy Ave
Miami Beach, FL 33139 USA