Cien.ai – Terms of Service

Last Updated April 2nd, 2026

These Terms of Service (“Terms”) govern Customer’s access to and use of the Services provided by Cien, Inc. (“Cien”). These Terms, together with the applicable Order Form and any exhibits, addenda, or statements of work expressly incorporated by reference, form the “Agreement” between Customer and Cien. By executing an Order Form that references these Terms, or, where applicable, by accessing or using the Services, Customer agrees to be bound by the Agreement. If the individual accepting the Agreement on behalf of Customer does not have authority to bind Customer, such individual must not access or use the Services.

1. CERTAIN DEFINITIONS

Agreement: means the applicable Order Form, these Terms of Service, and any exhibits, addenda, or SOWs signed by the parties.

Services: means the subscription services, features, support, and related offerings provided by Cien under the Agreement.

Documentation: means Cien’s user guides, technical documentation, and usage policies made available to Customer.

Order Form: means a written or electronic ordering document executed by the parties that references this Agreement.

Terms of Service: This document.

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

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

Included Data Feed means a CRM, ERP, data warehouse, or other data source connection included within the Customer’s purchased tier as specified in the Order Form.

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

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. Only users that are active will be considered.

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

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 Application 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.

Credits: The unit of value included in each subscription tier and used to track platform consumption and discretionary activity spend. Each Credit has a reference value of $1.00 USD. Credits are pre-allocated at the start of each quarter in the contract period or at the start of the contract, if pre-paid separately.

Processing Credits: The Credits automatically deducted each month to cover the base operation of the platform (daily data processing, insights generation, and system maintenance). Processing Credits are consumed on a fixed monthly schedule and cannot be paused or redirected.

Discretionary Credits: The remaining  Credits available for Customer-directed activities including, without limitation: additional GTM users, additional Data Feeds, account and contact enrichment, new account and contact additions, Agentic messages, and Forward-Deployed GTM Engineer (FDGE) engagements. Discretionary Credits may also be purchased separately as prepaid credit blocks. Unused Discretionary Credits expire at the end of the applicable contract period and do not carry over.

Included Credits means the number and type of Credits (including Processing Credits and Discretionary Credits) included with Customer’s purchased subscription tier for the applicable contract period, as set forth in the Order Form.

Credit Block means an additional quantity of Credits purchased by Customer during the contract period or at renewal, on the terms and pricing set forth in the applicable Order Form, amendment, quote, or other written ordering document accepted by the parties.

2. GENERAL CONDITIONS: ACCESS AND USE

Access and Use. Subject to the terms of this Agreement, Cien grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer’s internal business purposes. Customer may permit access only to authorized Users and only up to the usage limits, GTM Team Member limits, and other scope restrictions set forth in the applicable Order Form.

3. OWNERSHIP OF SERVICES, DATA AND CONTENT

Cien (or its affiliates) is the exclusive owner of the Cien Applications 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. Cien does not use submitted chat conversations to train their models and no submitted data is stored with 3rd party AI services. Certain AI-enabled features may transmit Customer prompts, inputs, and related context to third-party model providers solely for the purpose of generating outputs for Customer. Where supported by such providers, Cien uses zero-data-retention or equivalent no-training configurations so that Customer Data is not retained by those providers for model training. Except as otherwise expressly agreed in writing (including Custom Data Hosting arrangements), Customer Data is stored by Cien and its authorized service providers only as necessary to provide, secure, support, and improve the Services in accordance with this Agreement and Cien’s privacy and security practices.

4. NO REVERSE ENGINEERING

Customer acknowledges that the Cien Applications 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. 

1. CIEN MARKS

 “Cien,” the Cien logo, and other Cien names, logos, and product/service names are trademarks of Cien or its licensors. Except as expressly permitted in writing by Cien, Customer may not use Cien’s trademarks, logos, or branding. All goodwill arising from any permitted use of Cien’s marks inures solely to Cien. Customer’s use of Cien marks, if approved, must comply with any brand usage guidelines provided by Cien.

2. AUTHORSHIP MARK AND CUSTOMER REFERENCES

You agree that Cien can place Our reasonably sized and positioned logo and/or text link on web pages, reports, and emails included in the services. Cien may reference its relationship with You for marketing purposes unless you require prior permission. If so, please use the notice method below and our records will be updated. 

3. SUBSCRIPTION

The Cien Applications is licensed on a subscription basis pursuant to the Order Form and conditions incorporated herein. We will provide updates to the Cien Applications on a periodic basis, which will replace the prior version of the Cien Applications. Each version of the Cien Applications 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 Applications by any other person, nor use the Cien Applications at any time, after the license expires. Each Update will be deemed to be part of the Cien Applications and shall be governed by the Terms of Service.

4. TERM, RENEWAL, TERMINATION

Term. The Agreement begins on the Effective Date in the applicable Order Form and continues for the initial subscription term specified therein (the “Initial Term”). 

Renewal. Unless otherwise stated in the Order Form, subscriptions automatically renew for successive renewal terms equal to the Initial Term (or 12 months, if not specified), unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Termination for Cause. Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within 30 days after receiving written notice (or 10 days for payment breaches).

Suspension. Cien may suspend access to the Services immediately if: (a) payment is overdue, (b) Customer’s use poses a security risk or may harm the Services or third parties, (c) Customer violates the Acceptable Use restrictions, or (d) suspension is required by law. Cien will use commercially reasonable efforts to provide notice where practicable.

Effect of Termination. Upon termination or expiration: (i) Customer’s rights to access and use the Services end, (ii) all unpaid fees become immediately due, and (iii) each party will return or destroy the other party’s Confidential Information as required by this Agreement, subject to legal retention obligations.

Data Export / Retrieval. For 30 days after termination or expiration, Customer may request export of Customer Data in a standard format, subject to payment of all outstanding amounts and Cien’s standard export procedures.

Survival. Sections relating to fees owed, confidentiality, IP ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and any provisions that by their nature should survive, will survive termination or expiration.

5. CREDITS; METERING; OVERAGE

Billing is based on the Customer’s selected subscription tier as set forth in the applicable Order Form. Each tier includes a fixed annual price and a pre-allocated Credit Block (Processing Credits and Discretionary Credits). Processing Credits are deducted automatically on a monthly basis to cover platform operation. Discretionary Credits are deducted as Customer-directed activities are executed. Credit consumption is tracked and visible within the Cien platform.

If Customer’s aggregate Credit balance is negative by more than 500 Credits as of month-end, Cien may invoice the excess negative balance monthly in arrears at the rate set forth in the applicable Order Form (or, if no different rate is stated, at the reference rate of $1.00 per Credit). In lieu of invoicing, Cien may deduct such usage from any purchased Credit Blocks, suspend applicable discretionary usage, or require prepayment for additional Credits.

A detailed statement of Credit usage may be provided by Cien upon request. Customer can upon requests suspend services for Discretionary services to avoid negative balances. Unused Credits of any type do not carry over to a subsequent contract period and expire at the end of the applicable contract term. Cien may, from time to time, make additional prepaid Credit Blocks available for purchase at rates set forth in the applicable Order Form or a separate order document.

(a) Credits are usage units that may be applied to eligible Services as described in the Order Form or Documentation. Credits are not legal tender, have no cash value, and are not redeemable for cash.

(b) Cien will meter usage based on its standard usage measurement systems and records. Cien’s usage records will control absent manifest error.

(c) Included Credits are allocated as specified in the Order Form. If Customer exceeds Included Credits, Cien may invoice overages, deduct from purchased Credit Blocks, suspend applicable usage, or require prepayment for additional credits.

(d) Unless otherwise specified in the Order Form, purchased Credit Blocks expire at the end of the applicable subscription term and are non-refundable.

(e) Cien may update credit conversion rules, token categories, and usage classifications to reflect platform and provider changes, subject to the Order Form and applicable law.

6. PAYMENT

Fees and Payment. Customer will pay all fees specified in the Order Form and any applicable SOWs. Except as otherwise stated, fees are non-cancelable and non-refundable.
Cien may invoice and collect fees through the billing method selected in the Order Form, including credit card, ACH/wire, invoice, marketplace billing, or other approved methods. Customer authorizes Cien (or its payment processor / marketplace channel) to charge the applicable payment method for all fees due under the Agreement.

Unless otherwise stated in the Order Form, invoiced amounts are due within 30 days of invoice date. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for all taxes, duties, and similar governmental assessments (excluding taxes based on Cien’s net income).

Customer authorizes Cien to send invoices and payment notices to the billing contact identified in the Order Form. Cien may suspend Services for overdue amounts after notice and opportunity to cure, as provided in this Agreement.

7. PREPAID AMOUNTS

The base subscription fee for each tier is invoiced quarterly  in advance (or on such other schedule as specified in the Order Form). Customer may separately purchase additional prepaid Discretionary Credit Blocks at the rates set forth in the applicable Order Form. Prepaid Credit Blocks will be applied to the Customer’s account and consumed as Discretionary Credit activities are executed. Prepaid Credit Blocks purchased mid-period expire at the end of the then-current contract period and do not carry over. All prepaid subscription amounts and prepaid Credit Blocks are non-refundable. Optional annual prepayment of the full subscription fee may qualify for a discount as specified in the Order Form.

8. CUSTOMER CONTENT

Customer will not, and will not permit any user to, use the Services to:

(a) violate applicable law or third-party rights;
(b) upload or transmit malicious code, malware, or harmful content;
(c) interfere with or disrupt the Services or related systems;
(d) access or use the Services to build a competing product or service;
(e) perform unauthorized penetration testing, scanning, or load testing;
(f) process data for which Customer lacks sufficient rights or permissions; or
(g) generate or distribute unlawful, defamatory, harassing, discriminatory, or fraudulent content.

Cien may suspend access to content or usage that reasonably appears to violate this section.

9. 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, API data in a data warehouse, and BI visualization tools. 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.

10. AI FEATURES AND OUTPUTS

The Services may include AI-enabled, model-assisted, and agentic features (including “Cien Agentic”) that generate suggestions, analyses, summaries, classifications, predictions, or other outputs (“AI Outputs”). AI Outputs may be probabilistic, incomplete, or inaccurate and may vary over time. Customer is solely responsible for reviewing and validating AI Outputs before using them in business, legal, financial, employment, commercial, or operational decisions.

Cien does not provide legal, accounting, tax, employment, investment, or other professional advice through the Services or any AI Output. 

Customer will not use the Services or AI Outputs for unlawful, discriminatory, or prohibited purposes, or in any manner that could cause harm to individuals or violate applicable law.

Certain AI features may rely on third-party model providers and infrastructure providers. Availability, performance, and functionality may change due to upstream provider changes, outages, policy changes, or pricing/model availability changes. Cien configures third-party model-provider integrations to use zero-data-retention, no-training, or comparable enterprise privacy settings where commercially and technically available; however, Customer acknowledges that third-party provider functionality and terminology may vary over time.

11. 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 Applications, 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.

12. CUSTOMER OBLIGATIONS

Customer shall:

(a) Grant Cien secure access to Customer Data and systems reasonably necessary to provide the Services, including via Cien Live Sync, Box.com, Fivetran, or other commercially available data extraction and data-transfer tools approved by Cien and Customer.
(b) Provide one or more qualified points of contact who will be responsible for coordination, access provisioning, and timely responses to Cien requests relating to onboarding, calibration, support, and ongoing service delivery.
(c) Complete and deliver to Cien the Cien.ai calibration sheet (in the format provided by Cien) within the timeframe reasonably requested by Cien to enable configuration and calibration of the Services.
(d) Submit and maintain an up-to-date HR roster (in the format provided by Cien) including all required fields reasonably requested by Cien for purposes of user classification, analytics, and service delivery, and promptly provide updates when changes occur.
If Customer fails to satisfy the obligations in this section, Cien’s performance timelines, service levels, and delivery commitments (if any) will be reasonably extended, and Cien will not be responsible for any degradation in the Services or delays caused by such failure.

13. INFORMATION COLLECTION AND USE

Customer Data; Service Improvement. As between the parties, Customer retains all rights in and to Customer Data. Customer grants Cien a non-exclusive right to process Customer Data solely to provide, secure, support, and improve the Services, and as otherwise permitted by the Agreement and applicable law.

Cien may generate and use Aggregated Data (i.e., data that has been de-identified and aggregated such that it does not identify Customer, any individual, or Customer Confidential Information) for analytics, benchmarking, service improvement, and business operations. Cien will not disclose Aggregated Data in a manner that identifies Customer without Customer’s prior written consent.

14. SERVICE CHANGES 

Cien may modify, enhance, or update the Services from time to time, including features, user interfaces, integrations, model routing, and technical components, provided that such changes do not materially reduce the core functionality of the subscribed Services during the then-current Subscription Term, except where required for security, legal compliance, or third-party provider changes.

15. THIRD-PARTY SERVICES 

The Services may interoperate with third-party services, software, APIs, data providers, cloud platforms, or model providers. Cien is not responsible for the availability, functionality, or performance of third-party services, or for changes made by third-party providers that affect the Services. Customer’s use of third-party services is governed by the applicable third-party terms.

16. SECURITY

You agree to use Your best efforts to prevent access to this Cien Applications 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.

17. LINKS

The Cien Applications 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.

18. LIMITED WARRANTY

Cien warrants that the Services will materially conform to the applicable Documentation during the Subscription Term. Customer’s exclusive remedy, and Cien’s sole liability, for breach of this warranty is for Cien to use commercially reasonable efforts to correct the non-conformity.

Disclaimer. Except as expressly stated in this Agreement, the Services, Documentation, and all outputs are provided “as is” and “as available,” and Cien disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Cien does not warrant that the Services will be uninterrupted or error-free.

19. LIMITATIONS OF LIABILITY

Exclusion of Damages. To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, data, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages.

Liability Cap. To the maximum extent permitted by law, each party’s aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer to Cien under the Agreement during the 12 months preceding the event giving rise to the claim.

Exceptions. The foregoing exclusions and cap do not limit: (a) Customer’s payment obligations; (b) either party’s liability for fraud, gross negligence, or willful misconduct, to the extent such liability cannot be limited by law; or (c) Customer’s breach of Cien’s intellectual property rights or use restrictions.

The parties agree that the fees reflect this allocation of risk and that Cien would not enter into the Agreement without these limitations.

20. RELATIONSHIP

Cien’s relationship with Customer shall be that of an independent contractor and nothing in the Terms of Service 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 Terms of Service, 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 Terms of Service, 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 Application 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 Applications, Cien will engage entities within and other authorized service providers, to Process Application 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 Application Data. Cien will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Application Data. These safeguards include encryption of Application 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 Applications to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display, and disclose Application Data to the extent necessary to provide the Cien Applications, 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 Application Data as is reasonably necessary to provide the Cien Applications and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent. In addition to Application 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 Applications. 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 Terms of Service. Unless otherwise specifically agreed to by Cien, Application 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 Applications; 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

Customer Indemnity. Customer will defend, indemnify, and hold harmless Cien and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, demand, suit, or proceeding, and related damages, liabilities, judgments, settlements, and reasonable attorneys’ fees, arising from or relating to: (a) Customer Data, (b) Customer’s or its users’ use of the Services in violation of this Agreement or applicable law, or (c) Customer’s infringement or misappropriation of third-party rights.

Cien Indemnity (IP). Cien will defend Customer against any third-party claim that Customer’s authorized use of the Services infringes such third party’s U.S. intellectual property rights, and will indemnify Customer from damages finally awarded or approved in settlement, provided that Customer: (i) promptly notifies Cien of the claim, (ii) gives Cien sole control of the defense and settlement, and (iii) provides reasonable cooperation.

Cien will have no obligation under this section to the extent a claim arises from: (1) Customer Data, (2) modifications not made by Cien, (3) combination with items not provided by Cien, or (4) use of the Services contrary to the Agreement or Documentation.

If the Services are, or in Cien’s opinion are likely to be, subject to an infringement claim, Cien may, at its option: (A) procure the right for Customer to continue using the Services, (B) modify the Services to be non-infringing without materially reducing functionality, or (C) terminate the affected Services and refund prepaid, unused fees for the terminated portion.

This section states the indemnifying party’s sole liability, and the indemnified party’s exclusive remedy, for the covered claims.

24.  ASSIGNMENT

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, upon written notice to the other party. Any other attempted assignment is void.

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 Applications may not be legal by certain persons or in certain countries. If You access or use the Cien Applications 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,, 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 Applications, 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 Applications, 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 Applications, 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 MAJEURE

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.  NOTICES

Notices under this Agreement must be in writing and sent to the contact addresses specified in the Order Form (for Customer) and to legal@cien.ai (for Cien), with a copy by recognized courier for notices of termination or claims, if requested. Notices are deemed given: (a) on confirmed email receipt, or (b) 3 business days after mailing, whichever occurs first.

You may also mail written notices to:

Cien, Inc.
929 Alton Rd
Ste. 500
Miami Beach, FL, 33139
USA