Cielo.Ai, Inc. — General Terms | Version 04/2026
General Terms
Version: 04/2026 | Last modified: April 9, 2026
This Master Subscription and Professional Services Agreement (this “General Terms” or “Agreement”) is published by Cielo.Ai, Inc., a Delaware corporation (“CIELO”). This Agreement governs the relationship between CIELO and any company or legal entity (“Customer”) that executes a Service Order (“SO”) referencing this Agreement. CIELO and Customer are each referred to herein as a “Party” and collectively as the “Parties.”
The Agreement consists of these General Terms (which apply to all services) and all SOs that apply to Customer’s use of specific services. In the event of a conflict between these General Terms and an SO, the SO shall prevail with respect to the subject matter of that SO.
By executing an SO that references this Agreement, Customer acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement as of the effective date set forth in such SO (the “Effective Date”). This Agreement is publicly available at https://cielo.ai/msa and may be updated by CIELO from time to time. Each version of this Agreement shall be identified by a version number and date. The version in effect at the time a Customer executes an SO shall govern that SO for its term.
Modification Notice. CIELO shall provide at least 30 days’ written notice to affected Customers before any material update to this Agreement takes effect. Non-material changes (typographical corrections, formatting, clarifications that do not alter rights or obligations) may take effect immediately upon posting. A summary of changes from prior versions is maintained at https://cielo.ai/msa/changelog.
In consideration of the mutual promises and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
(a) Provision of Subscription Service. CIELO will make the Subscription Service available for use pursuant to the Scope specified in the applicable SO.
(b) Support. CIELO will provide support services to Customer in accordance with the service level agreement (“SLA”) specified in each applicable SO. Each SLA shall include incident severity levels, escalation protocols, and response time commitments appropriate to the specific service.
(c) Affiliates. A Party’s Affiliates may issue SOs pursuant to this Agreement and will thereby become a party to this Agreement for all purposes thereunder. Upon full execution of any such SO, (i) this Agreement will apply between such Affiliate(s) with respect thereto, and (ii) all references to “CIELO,” “Customer,” and “Party” hereunder will be regarded as references to the CIELO Affiliate and/or such Customer Affiliate, as applicable.
Customer is responsible for Users’ compliance with this Agreement and will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service and notify CIELO immediately of any such unauthorized access or use; and (ii) cooperate with any reasonable investigation by CIELO of any outage, security problem or suspected breach of the Agreement.
Customer will not (i) use or access the Subscription Service in violation of applicable laws, rules and regulations, including data privacy laws and regulations; (ii) sell, resell, license, lease, redistribute, or otherwise commercially exploit or make the Subscription Service available to any third party other than to Users, or as otherwise expressly stated in an SO; (iii) use the Subscription Service to send or store infringing, libelous, or otherwise unlawful or tortious material, or to store or submit malicious or harmful code; (iv) intentionally interfere with or disrupt the integrity or performance of the Subscription Service or the data contained therein; (v) attempt to gain unauthorized access to the Subscription Service or its related systems or networks; (vi) duplicate or reverse engineer the Subscription Service, in whole or in part; or (vii) disclose the results of any benchmark or performance tests of the Subscription Service.
CIELO may monitor use of the Subscription Service to verify compliance with Scope and to report on User adoption. Customer will respond to any reasonable inquiries from CIELO to assess the Scope. CIELO shall provide Customer with standard reporting capabilities as follows:
(a) Standard Reporting: Usage and performance metrics (including call volume, system usage, and performance data) available via API and dashboard, refreshed periodically as specified in the applicable SO.
(b) Real-Time Analytics (if purchased): Live call analytics, real-time monitoring, and instantaneous metrics updates available as an add-on service pursuant to a separate SO.
Customer agrees that CIELO’s Audit Report will be used to satisfy any audit or inspection requests by or on behalf of Customer, and CIELO will make Audit Reports available to Customer upon request. Customer is not entitled to Audit Reports more than two years prior to the year in which any Audit Report is requested.
(a) CIELO may make services available to Customer on a proof-of-concept, pilot, or evaluation basis (“POC Services”). POC Services are intended for evaluation purposes only and are not production deployments.
(b) Either Party may terminate a POC engagement at any time, for any reason, upon written notice to the other Party, without liability or penalty.
(c) Unless otherwise agreed in writing, POC engagements shall not exceed 60 days. Extensions require mutual written agreement.
(d) The SLA, uptime guarantees, and service credit provisions of this Agreement and any SO do not apply to POC Services. CIELO will use commercially reasonable efforts to deliver POC Services but makes no warranty as to availability, performance, or fitness for any purpose.
(e) CIELO’s maximum aggregate liability arising out of or related to POC Services shall not exceed the greater of (i) fees actually paid by Customer for the POC, or (ii) US$1,000.
(f) All POC results, data, performance metrics, and related information are Confidential Information of both Parties. Customer shall not use POC results in any public communication or competitive evaluation without CIELO’s prior written consent.
(g) Conversion of a POC to production use requires the execution of a full SO. Continued use of the services beyond the POC period without an executed SO does not create any obligation on CIELO to continue providing services.
Customer and CIELO may enter into SOs that describe the Professional Services to be performed by CIELO. If providing Professional Services on Customer premises, CIELO personnel will comply with any reasonable Customer rules and regulations regarding safety and conduct which have been made known in advance to CIELO.
Customer may purchase Professional Services from CIELO by issuing a purchase order that (i) references this Agreement, and (ii) is accepted by CIELO (a “Purchase Order”). All accepted Purchase Orders will be deemed to be SOs hereunder; any additional or conflicting terms or conditions contained in Purchase Orders will be disregarded, null and void, and the terms of the Agreement will govern all Purchase Orders.
Customer retains all right, title and interest in and to all Customer Data. This Agreement does not grant CIELO any ownership rights to Customer Data. Customer is responsible for the acquisition, accuracy and legality of Customer Data. Customer Data shall be stored in CIELO’s secure infrastructure. Customer is not required to provide separate data storage infrastructure.
CIELO shall maintain a security program that meets or exceeds the controls set forth in CIELO’s Audit Reports and the CIELO Security Exhibit, and that is designed to protect the security, confidentiality and integrity of Customer Data. CIELO shall not diminish the protections provided by the controls set forth in the Audit Report and CIELO Security Exhibit. To the extent Customer Data includes Personal Data from the European Economic Area (EEA), the United Kingdom, or Switzerland, CIELO will implement the technical and organizational measures referenced in the applicable Controller to Processor Standard Contractual Clauses incorporated by reference in the Customer’s SO. Customer’s execution of the SO shall be treated as its execution of the Standard Contractual Clauses and Appendices. CIELO shall not use Customer Data for purposes other than the fulfillment of its obligations under this Agreement.
Customer must ensure that all data, information, and credentials it provides to CIELO are accurate, complete, and current. Customer must promptly notify CIELO if any information previously provided becomes inaccurate or incomplete. CIELO is not liable for service failures, misrouting, or errors arising from inaccurate or incomplete data provided by Customer.
CIELO’s services are designed and operated such that CIELO does not receive, store, or process personally identifiable information (“PII”). Data elements handled by CIELO, including ANI, are treated as opaque routing and validation identifiers and are not linked to individual identity within CIELO’s systems. Customer shall not configure its systems or integrations in a manner that transmits PII to CIELO beyond these routing identifiers. If Customer’s configuration or use of the services results in the inadvertent transmission of PII to CIELO, Customer bears sole responsibility for such transmission and any consequences arising therefrom.
Customer shall not transmit, submit, or otherwise make available to CIELO any of the following categories of data through the Subscription Service or in connection with any SO, unless explicitly authorized in writing in the applicable SO:
(a) Payment card numbers, bank account numbers, or financial account credentials;
(b) Government-issued identification numbers, including Social Security numbers, national identity numbers, passport numbers, or tax identification numbers;
(c) Protected health information as defined under HIPAA or equivalent local health privacy laws;
(d) Biometric data, genetic data, or data concerning racial or ethnic origin, political opinions, religious beliefs, trade union membership, or sexual orientation;
(e) Passwords, security tokens, or authentication credentials of Customer’s end users or passengers;
(f) Data pertaining to minors (under 18 years of age) beyond what is strictly necessary for travel booking records.
Customer shall indemnify CIELO against any claims arising from Customer’s transmission of Prohibited Data or PII in violation of Sections 3.4 and 3.5.
Customer shall share with CIELO only the minimum data necessary for CIELO to perform the services described in the applicable SO. Customer shall not transmit data to CIELO that is not required for service delivery, even if such data is not in the Prohibited Data categories listed in Section 3.5.
During the Subscription Term, Customer may access Customer Data at any time.
Upon request by Customer made within 60 days after the earlier of the effective date of termination of this Agreement or expiration of any Subscription Term, CIELO will make available to Customer for download a file of Customer Data in the current format in which it is stored in the Subscription Service. After such 60-day period, CIELO will have no obligation to maintain or provide any Customer Data and will thereafter (unless legally prohibited) delete all Customer Data in its systems or otherwise in its possession or under its control.
Customer shall pay all fees as set forth in each SO. Unless otherwise specified in the applicable SO, all fees are due and payable within 60 days from the invoice date. Except as otherwise specified in the Agreement, payment obligations are non-cancelable, and fees paid are non-refundable.
Customer may withhold any portion of an invoiced amount that is subject to a bona fide dispute, provided Customer: (a) gives CIELO written notice setting forth the reason for the dispute on or before the payment due date; (b) meets and confers in good faith with CIELO to resolve the dispute starting promptly after such notice; and (c) pays the disputed fees, if legitimate, promptly after resolution of the dispute.
Customer may not withhold (except as set forth in Section 4.2) or offset fees due to CIELO for any reason. If Customer fails to pay any undisputed invoiced amounts by the due date, CIELO may, without limiting its other rights and remedies, temporarily suspend access to the Subscription Service without liability until such amounts are paid in full. CIELO will give Customer at least 30 days’ prior notice that its account is overdue before suspending access. All late payments accrue monthly interest at 1%.
Customer will reimburse CIELO for reasonable pre-approved travel expenses incurred by CIELO while performing Professional Services. Expenses will be charged on a pass-through basis (without markup) and incurred consistent with any expense guidelines attached to the SO. CIELO will provide Customer with reasonably detailed invoices for such expenses.
Fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any Taxes. Customer is responsible for paying all Taxes imposed on the Subscription Service, Professional Services or any other services provided under this Agreement. CIELO is responsible for paying all Taxes imposed on CIELO’s income, property, or employees. If CIELO has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed on the relevant SO, and invoiced to and paid by Customer, unless Customer provides CIELO with a valid tax exemption certificate authorized by the appropriate taxing authority.
Each Party hereby represents to the other that (a) it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) this Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms; and (c) its execution, delivery and performance of this Agreement will not result in a breach of any material agreement or understanding to which it is a party.
CIELO will comply with the laws and government regulations applicable to CIELO as a provider of software as a service and telecommunications services to its customers generally (without regard to the Customer’s particular use of the Subscription Service).
CIELO warrants that during the Subscription Term, the Subscription Service will conform in all material respects to the functional specifications set forth in the Documentation. Customer’s sole and exclusive remedy will be the deployment of a corrected version of the CIELO software application, or provision of a workaround, provided however if CIELO fails to provide such remedy after using commercially reasonable efforts, Customer may exercise its rights herein for breach of contract, including termination pursuant to Section 11.2.
CIELO warrants that all Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer shall notify CIELO of any breach of such warranty within 90 days of the completion of all Professional Services under the applicable SO.
The warranties expressly set forth in this Section 5 are the sole and exclusive warranties given by CIELO and, to the extent permitted by applicable law, CIELO makes no other warranties, express, implied or statutory, and expressly disclaims any implied warranties of merchantability, fitness for a particular purpose and non-infringement. CIELO does not warrant that the Subscription Service will be error free or uninterrupted.
CIELO will indemnify and hold Customer harmless from Losses resulting from any claims brought by unaffiliated third parties against Customer and its Affiliates alleging that use of the Subscription Service as permitted herein infringes any intellectual property rights of any third party.
Customer will indemnify and hold CIELO harmless from Losses resulting from any claims brought by unaffiliated third parties against CIELO and its Affiliates related to (a) Customer Data; (b) Customer’s breach of Section 3.4 (Data Architecture and PII Exclusion), Section 3.5 (Prohibited Data), or Section 3.6 (Data Minimization); or (c) Customer’s failure to obtain required consents or legal bases for sharing data with CIELO.
Each Party’s obligations under Sections 6.1 and 6.2 are expressly conditioned on the Party subject to a claim (a) providing prompt notice of the claim; (b) giving sole control of the defense and settlement of the claim to the other Party; (c) reasonably cooperating with the Party in charge of the defense; and (d) not having compromised or settled such claim without the defending Party’s prior written consent.
Should the Subscription Service become (or in the opinion of CIELO, be likely to become) the subject of a claim of infringement of any third party’s intellectual property rights, CIELO may at its option and at no cost to Customer (a) procure for Customer the right to continue to use the Subscription Service; (b) replace or modify the Subscription Service to make it non-infringing and functionally equivalent; or, only if neither of the foregoing remedies can be provided under commercially reasonable terms, (c) terminate the Subscription Service and refund to Customer any pre-paid fees prorated to the remainder of the pre-paid term.
CIELO will have no liability for any claim or Losses to the extent arising from (a) use of the Subscription Service in combination with third-party providers, third-party systems, or customer-selected integrations, where the claim arises from such downstream provider’s technology, actions, or services rather than from CIELO’s Subscription Service; (b) Customer Data; (c) any modification or alteration of the Subscription Service (other than by CIELO or its subcontractors); (d) Customer continuing any infringing activity after being notified of the alleged infringement; or (e) use of the Subscription Service not in accordance with the Documentation.
This Section 6 states each Party’s entire liability with respect to third party claims described in Sections 6.1 and 6.2.
The maximum aggregate liability of either Party together with its respective Affiliates arising out of or related to this Agreement (whether in contract, tort or otherwise), other than payment obligations hereunder, will not exceed the fees paid under the SO in connection with which liability arises during the twelve-month period immediately preceding the incident giving rise to liability.
In case of (i) unauthorized use or disclosure of Confidential Information, or (ii) either Party’s breach of its data protection obligations, or (iii) CIELO’s breach of its security obligations that result in an unauthorized disclosure of Personal Data, the maximum aggregate liability of either Party together with its respective Affiliates will not exceed the lower of (1) US$1,000,000, or (2) 300% of the fees paid under the SO in connection with which liability arises during the twelve-month period preceding the incident giving rise to liability.
Neither Party shall have any liability arising out of or related to this Agreement or otherwise under any theory, including contract and tort, for any loss of profits, cost of cover, indirect, special or incidental, consequential, exemplary, or punitive damages, including (but not limited to) damages for loss of use, loss of goodwill or loss of business, even if such Party has been advised of the possibility of such damages.
The limitations and exclusions set forth in Sections 7.1 and 7.2 will not apply to either Party’s liability for damages resulting from: (A) death or personal injury caused by either Party’s negligence; (B) fraud or fraudulent misrepresentation; (C) Losses under Section 6.1 and Section 6.2; (D) willful misconduct or gross negligence; (E) breach of Section 1.3(ii) or (vi); or (F) any liability that cannot be excluded by applicable law.
CIELO retains all right, title, and interest in and to the Subscription Service, Operational Data, Documentation and Professional Services, including all copies and derivative works thereof (by whomever produced), and all related intellectual property rights inherent therein. If Customer purchases Professional Services, CIELO grants Customer a worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Professional Services solely for Customer’s use with the Subscription Service. Except for the rights as expressly granted herein, Customer will not acquire any rights by implication, estoppel or otherwise. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of CIELO.
If Customer decides to provide Feedback, which it may do in its sole discretion, CIELO will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any such Feedback into its services. CIELO shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback.
(a) Mutual License Grant. Subject to this Agreement, each Party grants to the other Party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the term of any active SO to use the granting Party’s Marks solely to identify the other Party as a service provider or customer, as applicable. All goodwill generated from the use of the granting Party’s Marks will inure to the sole benefit of the Mark owner.
(b) CIELO’s Permitted Uses. CIELO and its Affiliates may (i) refer to Customer as a user of CIELO’s services in marketing materials, website customer lists, case studies, and sales communications; and (ii) use Customer’s Marks in connection with such references. When using Customer’s Marks, CIELO must comply with any written usage guidelines that Customer provides to CIELO.
(c) Customer’s Permitted Uses. Customer may identify CIELO as its service provider and use CIELO’s Marks (e.g., “Powered by Cielo”) in connection with such identification, subject to any written usage guidelines that CIELO provides to Customer.
(d) Opt-Out. Either Party may revoke the license granted under this Section 8.3 at any time by providing 30 days’ written notice to the other Party.
Receiving Party will use Confidential Information solely in performance of this Agreement and will not disclose any Confidential Information other than as permitted or required for discharging its obligations under this Agreement, except with Disclosing Party’s prior written permission. Receiving Party will protect the confidentiality of Confidential Information by exercising the same degree of care with which it protects its own information of a similar nature, but no less than a reasonable degree of care, and will limit the use of, and access to, Confidential Information to those individuals whose use or access is necessary in order to perform under this Agreement. Either Party may disclose Confidential Information on a need to know basis to its Affiliates, contractors and service providers bound by confidentiality obligations at least as restrictive as those in this section.
Confidential Information will not be deemed confidential, and Receiving Party will have no obligation with respect to such information, where the information: (i) was known to Receiving Party prior to receiving any Confidential Information from Disclosing Party as evidenced by written documentation; (ii) is or becomes publicly known through no wrongful act or omission of Receiving Party; (iii) was received by Receiving Party without breach of this Agreement from a third party without restriction as to the use and disclosure of the information; or (iv) was independently developed by the Receiving Party without the use of or reference to any portion of the Confidential Information. Receiving Party may also disclose Confidential Information if, in the opinion of Receiving Party’s counsel, disclosure is required by governmental order, decree, regulation, or rule; provided, however, that Receiving Party will provide prompt written notice of any such obligation, and reasonable assistance to Disclosing Party prior to disclosure.
Notwithstanding anything to the contrary in this Agreement relating to the return of Confidential Information, Receiving Party shall be entitled to retain (i) one secure copy for legal archival purposes to evidence its compliance with the terms of this Agreement, and (ii) copies of electronically exchanged Confidential Information held in backup systems in accordance with its routine information technology backup process; provided that such retained Confidential Information remains subject to the confidentiality obligations set forth herein.
Customer hereby agrees to fully comply with the STIR/SHAKEN standards and FCC regulations regarding caller ID authentication to combat spoofed robocalls and ensure the integrity of telecommunications. Customer acknowledges its responsibility to implement and maintain a robocall mitigation program, as required, to prevent the origination of illegal robocalls. Customer commits to certifying compliance with these requirements in the FCC’s Robocall Mitigation Database.
This Agreement commences on the Effective Date and continues until all SOs have expired or otherwise been terminated. The Subscription Term for each Subscription Service is specified in the applicable SO.
Either Party may terminate an individual SO if the other Party (i) fails to perform any of its material obligations thereunder, and (ii) fails to cure such breach within 90 days after written notice from the non-breaching Party (or if such breach cannot be corrected through the exercise of reasonable diligence within such 90-day period, if the breaching Party does not commence to correct such failure within such period and thereafter diligently prosecute same to completion). Such written notice shall specify in detail the alleged material breach.
Professional Services are separately ordered from the Subscription Service and are not required for use of the Subscription Service. For the avoidance of doubt, any SO not terminated pursuant to this Section shall remain in full force and shall continue for the term stated therein.
Either Party may immediately terminate this Agreement (or at such Party’s option, individual SOs), by giving written notice on the occurrence of the following events: (i) the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any petition for similar relief; (ii) the appointment of a receiver or liquidator for the other Party’s property; (iii) an assignment by the other Party for the benefit of its creditors or the acknowledgment by the other Party that it is unable to meet its obligations on the maturity thereof; or (iv) the other Party ceases to conduct business in the normal course.
Upon termination or expiration of an SO, all Subscription Services granted thereunder will terminate immediately. If an SO is terminated by Customer as a result of an uncured material breach by CIELO, CIELO will refund to Customer any pre-paid Subscription Service fees for the period after the effective date of termination.
Except where the Subscription Service is terminated by CIELO for cause attributable to Customer, CIELO will make available to Customer, during any applicable notice period and for a reasonable period of time after the expiration or termination of the Subscription Service, such termination assistance Professional Services as may be reasonably requested by Customer to facilitate the orderly transition. Such Professional Services will be provided pursuant to an SO under then-current fees.
The obligation of Customer to pay in full any outstanding fees and other monies due, and Sections 1.3, 3.4, 3.5, 4, 5.5, and 6 to 12 inclusive, will survive the termination or expiration of the Agreement.
Customer may at any time voluntarily terminate the Agreement without cause, without said circumstance creating any obligation to indemnify CIELO, by giving notice at least 30 days prior to the discontinuance of the Subscription Service, so long as there is not an active SO in place between Parties.
The Subscription Service, the Professional Services and associated technical data are subject to U.S. export control laws and regulations and may be subject to export or import laws and regulations in other countries. Each Party represents that it is not named on the U.S. Department of Treasury, Office of Foreign Asset Controls list of Specially Designated Nationals and Blocked Persons or on any other U.S. Government lists of denied or sanctioned parties. Each Party shall comply with applicable export control laws and regulations.
This Agreement will be exclusively governed and construed in accordance with the laws of the state of Florida without regard to the conflicts of law principles. The Parties agree that the state and federal courts located in the Southern District of Florida will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and each Party consents to such exclusive jurisdiction. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed in their entirety.
The Parties agree that a breach of Sections 1.3 or 9 would result in irreparable and continuing damage for which there will be no adequate remedy at law, and each Party will be entitled to injunctive relief without the need for posting bond and/or a decree for specific performance, and such other relief as may be proper.
Neither Party will be liable where performance of its obligations hereunder (other than for payment obligations) is rendered impossible by reasons beyond that Party’s reasonable control and occurring without that Party’s fault or negligence (a “Force Majeure Event”). Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused. If a delay caused by a Force Majeure Event continues for more than 90 days, either Party may terminate this Agreement by providing 30 days’ notice to the other Party.
Unless expressly stated otherwise, all notices under this Agreement shall be in writing and deemed given upon: (i) personal delivery; (ii) confirmation of reception of the e-mail; or (iii) the date shown on the confirmation of delivery.
Billing-related notices to Customer will be addressed to the Invoicing Contact identified in the applicable SO. All other notices to Customer will be addressed to the Primary Contact identified in the applicable SO.
Notices to CIELO will be addressed to Cielo.Ai, Inc. at 123 NW 23rd Street, Miami, FL 33127 or email notice@cielo.ai.
Neither Party may assign this Agreement, by operation of law or otherwise, in whole or in part, without the other Party’s prior written consent (which will not be unreasonably withheld, conditioned or delayed). Subject to the foregoing, the Agreement will be binding on, inure to the benefit of, and enforceable by and against the Parties and their respective successors and permitted assigns.
This Agreement is not intended nor will be construed to confer upon or give to any party other than Customer and CIELO any rights, remedies or other benefits. The Parties are independent contractors. Nothing in this Agreement is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship between the Parties.
No waiver, implied or expressed, by either Party of any right or remedy for any breach by the other Party of any provision of this Agreement will be deemed or construed to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
The headings in this Agreement are provided for convenience only and will not control the interpretation of this Agreement.
If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provisions will be severed from the Agreement, and the remaining provisions will remain in full force and effect.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original for all purposes, and together will constitute one and the same document. Telecopy and electronic signatures will be relied upon as original signatures in all respects.
12.12 Complete Agreement.
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and all other prior or contemporaneous agreements, understandings, representations, warranties, and writings are superseded hereby. An amendment to this Agreement will only be effective if reduced to writing and executed by authorized officers of the Parties.
“Affiliate” means any entity that controls, is controlled by, or is controlled by an entity that controls either Party. All derivatives of the word “control” mean the ownership directly or indirectly of more than 50% of the voting rights representing the right to vote in the election of directors or other managing authority in a company or other legal entity.
“Agreement” means this Master Subscription and Professional Services Agreement (General Terms), together with all SOs, Support and Service Level Agreements, and any other exhibits or addenda attached thereto. The terms of the Agreement will control over any different or additional terms of any purchase order submitted by Customer. The terms of an SO will have precedence over any conflicting terms in these General Terms, but only with respect to the subject matter of such SO.
“Audit Report(s)” means CIELO’s most recently completed audit reports, or comparable industry-standard successor reports, prepared by CIELO’s independent third-party auditor.
“Confidential Information” means any data or information in any form that is disclosed to either Party (“Receiving Party”) by or on behalf of the other Party (“Disclosing Party”) and that either (i) relates to Disclosing Party’s proprietary software, information technology, business plans, forecasts, customer information, marketing information, trade secrets and/or financial performance, (ii) is identified as proprietary or confidential in writing at the time of disclosure, or (iii) is Customer Data.
“Customer” means the company or other legal entity which has entered into an SO which references this Agreement.
“Customer Data” means all electronic data submitted on behalf of Customer for use in the Subscription Service.
“Documentation” means the Specific Terms and online user guides for the Subscription Service, which may be updated by CIELO from time to time, provided however that no updates will materially diminish the functionality and/or performance of the Subscription Service.
“Effective Date” means the date on which Customer executes an SO referencing this Agreement.
“Feedback” means any suggestions, improvements, enhancement requests, feedback, recommendations provided by Customer or its Users relating to the features, functionality or operation of the Subscription Service, or the Professional Services.
“Gross Negligence” means a reckless or serious disregard of or indifference to the need to use reasonable care in the performance of a Party’s obligations hereunder (and not merely a failure to exercise reasonable care) to an obvious or known risk.
“Losses” means in connection with an indemnified claim, defense costs, the amount of a final judgement rendered against the indemnitee, and/or the amount of a settlement entered into by the indemnifying Party, or with the indemnifying Party’s consent.
“Marks” means the trademarks, service marks, trade names, logos, and other brand identifiers of a Party.
“Operational Data” means data derived from the performance, use, and operation of the Subscription Service. Operational Data will not include Customer Confidential Information or Personal Data.
“Personal Data” means any Customer Data relating to an identified or identifiable natural person.
“PII” means personally identifiable information as described in Section 3.4.
“Professional Services” mean the implementation, configuration, strategic consulting or other professional services (but excluding support) CIELO may perform for Customer pursuant to an SO.
“CIELO” means the CIELO.AI, INC company which has executed the SO.
“Scope” means the scope of use for the Subscription Service as set forth in the applicable SO.
“SO” or “Service Order” means a service order for Subscription Services and/or Professional Services executed by the Parties which references this Agreement. No SO is binding upon either Party unless signed by both Parties, and neither Party will be liable to the other with respect to unsigned SOs.
“Subscription Service” means the CIELO software applications and/or telecommunications services subscribed to by Customer under an SO and made available by CIELO as described in the Documentation.
“Subscription Term” means the period during which Customer is entitled to receive the Subscription Service as specified in an SO.
“Taxes” means any and all taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes.
“Users” mean individuals who are authorized by Customer to use the Subscription Service, subject to the terms of this Agreement, and have been supplied user identifications and passwords by Customer.
Customer may engage third-party providers, including network operators, to deliver or support services under this Agreement. Customer is responsible for ensuring that sufficient bandwidth and network quality are maintained to support the services. In the event of service issues where third-party providers may be the source of the problem, Customer and CIELO will cooperate to investigate and resolve such issues. However, CIELO shall not be held liable for disruptions or failures caused by Customer’s third-party providers.
Customer is solely responsible for the use and control of access to the services for all usage attributable to Customer’s account, including unauthorized or fraudulent usage. Customer shall not be relieved from its obligation to make timely and full payment hereunder as a result of fraudulent usage of the service. Customer is also solely responsible for payment of long-distance, toll, and other telecommunications charges incurred through the use of services under this Agreement.
Invoices for Services under this Agreement are due and payable in U.S. dollars within the time period provided for in the Invoice (the “Due Date”). Payments must be made in the form of Wire Transfer, ACH, Credit Card, Check, PayPal, or electronic check to CIELO’s account. Payments not received by the close of business on the Due Date are considered past due. CIELO may apply a late charge equal to the lesser of 1.5% or the maximum permitted legal rate of the unpaid balance per month. If invoices remain unpaid, CIELO reserves the right to suspend access to the services.
CIELO guarantees a 99.9% uptime for services delivered under this Agreement, except where third-party carriers or first-party network providers do not offer such guarantees. Response times and resolution targets for all incident severity levels shall be defined in the applicable SO. Service credits may be issued to Customer if uptime falls below the agreed threshold, with credit amounts and conditions specified in the applicable SO.
Any changes or amendments to the terms of this Agreement must be made in writing and signed by both Parties. Requests for changes to services, timelines, or pricing must be submitted in writing, and both Parties must agree to any modifications before they are implemented.
This Agreement is published by Cielo.Ai, Inc. and is available at https://cielo.ai/msa. No signature block is required on this document. Customer’s assent is evidenced by the execution of a Service Order referencing this Agreement.
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