User Agreement and Proprietary Software License

1. Acceptance and eligibility

By downloading, installing, accessing, purchasing, clicking to accept, or otherwise using Cerul, you agree to these terms. If you do not agree, do not use the Service. If you use Cerul for an organization, you represent that you have authority to bind that organization.

You must be legally capable of entering into a contract where you live. A person below the applicable age of majority may use Cerul only with the consent and supervision of a parent or legal guardian.

2. Accounts and security

You must provide accurate account information, keep it current, protect passwords, API keys, and other credentials, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account to the extent permitted by law.

• Do not publish API keys or embed them in code that third parties can read.
• Do not share or transfer accounts to avoid user, device, usage, or plan limits.
• Use reasonable safeguards for accounts, local libraries, exports, and integrations.

3. Proprietary software license

Subject to these terms and payment of applicable fees, Cerul grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the software for personal or internal business purposes within the limits of your plan, order, and documentation. The software is licensed, not sold. Cerul and its licensors reserve all rights not expressly granted.

If Cerul authorizes access to source code, internal builds, test materials, or non-public documentation, those materials are proprietary and confidential and may be used only for the authorized purpose.

These terms do not revoke or modify licenses attached to historical releases. They apply only to Cerul versions expressly identified as proprietary and to their updates.

4. Restrictions and acceptable use

• Do not copy, modify, translate, rent, sell, resell, sublicense, distribute, or publicly provide the software except as expressly permitted.
• Do not reverse engineer, decompile, disassemble, derive source code, or extract non-public models, weights, keys, algorithms, or interfaces, except where applicable law expressly permits it.
• Do not bypass licensing, billing, device, user, quota, rate, security, or access controls.
• Do not resell the Service, operate it as a service bureau, or provide shared access unless your plan or written order allows it.
• Do not systematically extract outputs to reproduce Cerul or build a substantially competing substitute.
• Do not disrupt the Service, probe non-public interfaces, upload malicious code, create accounts in bulk, violate another person's rights, or use Cerul for unlawful, fraudulent, or abusive activity.

5. Plans, usage, and pricing

Cerul may offer free features, paid subscriptions, metered usage, prepaid usage balances, promotional allowances, and enterprise plans. Features, users, devices, limits, billing periods, and prices are those shown when you order or in a signed order form.

We will not charge undisclosed overage fees merely because you exceed a plan limit. We may restrict the affected feature, request an upgrade, or present a separately confirmed usage purchase.

6. Subscriptions and automatic renewal

Before you purchase an automatically renewing subscription, we will clearly present the price and currency, billing frequency, trial or promotional period, post-promotion price, renewal terms, cancellation method, and material taxes or fees. By confirming the purchase, you authorize Cerul and its payment provider to charge the disclosed recurring amounts until you cancel.

If a free trial or promotion converts to a paid subscription, the conversion terms and price will be disclosed before enrollment and we will obtain the consent required by law. We will send trial, promotional, annual renewal, and price-change reminders where required.

7. Cancellation, plan changes, and refunds

You may cancel online at any time through the billing portal, the method offered at purchase, or the applicable app store. We will not require a phone call or support request to cancel a subscription purchased online. Unless disclosed otherwise at purchase, cancellation takes effect at the end of the current paid period, after which no new renewal charge will be made.

Upgrades, downgrades, billing-cycle changes, and seat changes may create prorated billing adjustments or a new billing date. We will show any immediate charge and its effective date before confirmation.

Except where the order page, refund policy, signed order, or applicable law provides otherwise, started billing periods are generally non-refundable. This does not limit mandatory withdrawal, refund, warranty, defective-service, or other consumer rights.

8. Payment failures, taxes, invoices, and adjustments

Payments are processed by third-party payment providers; Cerul generally does not store complete payment card or bank account details. If payment fails or is reversed, we may retry payment, limit paid features, suspend the subscription, or terminate it after reasonable notice.

Prices may exclude sales, value-added, goods and services, or similar taxes. Legally applicable taxes may be added at checkout. Receipts or invoices will be provided as required.

• Included subscription allowances normally reset at the end of the billing period and do not roll over unless stated otherwise.
• Promotional allowances are normally non-transferable, non-refundable, and not redeemable for cash.
• Purchased usage balances are governed by the validity and refund terms shown at purchase.

9. Business and enterprise customers

A signed order form, master services agreement, enterprise agreement, or data processing agreement controls to the extent it conflicts with these terms. Enterprise terms may separately address seats, private deployment, service levels, support, security, audits, indemnity, liability, and payment.

10. Your content and local data

You retain ownership of videos, audio, images, text, transcripts, metadata, queries, and other materials you submit or process. You grant Cerul a non-exclusive license to host, copy, transmit, format, and process that content only as reasonably necessary to provide, secure, maintain, and improve the Service you use.

You represent that you have the rights and permissions required to process your content and that your use does not infringe copyright, privacy, publicity, confidentiality, or other rights.

Cerul Desktop is designed to be local-first. Local media, indexes, and caches remain on your device by default. Content or derived data is sent to Cerul or a selected third party only when you enable a cloud, remote-provider, or other feature that requires transfer. Account deletion, local-data deletion, and uninstalling the application are separate operations.

11. Privacy and technical data

Our Privacy Policy explains how we collect, use, retain, share, and protect personal information. The software may process diagnostics, crash information, update state, device information, and limited usage data for security, support, updates, and product improvement.

When collection or transfer would not reasonably be expected, we will provide an appropriate notice and obtain consent where required. If these terms conflict with the Privacy Policy concerning personal information, the Privacy Policy and applicable data protection law control.

12. Search, transcription, and AI outputs

Search results, timestamps, transcripts, summaries, classifications, citations, suggestions, and other automated outputs may be incomplete, inaccurate, outdated, or inconsistent with the source. Verify important outputs before relying on them.

Unless expressly agreed in writing, Cerul does not provide medical, legal, financial, employment, safety-critical, or other professional advice and should not be the sole basis for high-risk decisions.

13. Third-party services and components

Cerul may connect to third-party authentication, payment, model, storage, media, or other services. Those services are operated by their providers and may be subject to separate terms and privacy policies.

Open-source software, models, fonts, codecs, and other third-party components remain governed by their own licenses. These terms do not reduce rights expressly granted under those licenses. Applicable notices are provided with the software, release package, or third-party notices.

14. Updates, beta features, availability, and support

The software may check for, download, or install security, compatibility, model, runtime, and feature updates. Features and integrations may change or be discontinued, and older versions may stop being supported.

Alpha, Beta, Preview, Early Access, experimental, and pre-release features may be incomplete, unstable, changed without notice, or discontinued. Do not use them for safety-critical, production-critical, or unrecoverable work, and maintain independent backups.

Unless a plan or signed order states otherwise, Cerul does not promise a particular response time, repair time, roadmap, service level, or uninterrupted availability.

15. Intellectual property, trademarks, and feedback

Cerul and its licensors own the software, designs, interfaces, algorithms, model orchestration, documentation, trademarks, and other elements of the Service. Cerul names and marks may not be used to imply sponsorship, endorsement, partnership, or affiliation without written permission.

If you voluntarily provide suggestions or feedback, you grant Cerul a worldwide, perpetual, irrevocable, royalty-free right to use that feedback to improve and operate its products. This does not transfer ownership of your content.

16. Suspension and termination

You may stop using Cerul and cancel your subscription at any time. We may suspend, limit, or terminate access for a material or repeated breach, fraud, abuse, security risk, payment failure, legal requirement, or substantial risk to Cerul, users, or third parties.

Where reasonably possible and no urgent risk exists, we will explain the reason and provide an opportunity to cure. Upon termination, the license ends. Payment obligations, intellectual property, disclaimers, liability limits, dispute terms, and provisions that by nature should survive will remain in effect.

17. Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided “as is” and “as available.” Cerul and its licensors disclaim express, implied, and statutory warranties, including merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted availability, and freedom from data loss.

Some jurisdictions do not allow certain exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted and do not limit mandatory consumer rights.

18. Limitation of liability and business indemnity

To the maximum extent permitted by law, Cerul and its affiliates, personnel, contractors, and licensors are not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profit, revenue, goodwill, opportunity, data, or business interruption.

Cerul's aggregate liability arising from the Service or these terms will not exceed the greater of the amount you paid for the relevant Service during the twelve months before the event giving rise to liability or US $100. This limit does not apply where liability cannot legally be limited.

If you use Cerul for business, you will defend and indemnify Cerul against third-party claims arising from your content, your violation of these terms or law, unauthorized resale or deployment, or your product's use of Cerul, except to the extent caused by Cerul's willful misconduct.

19. Export controls and sanctions

You must comply with applicable export-control, economic-sanctions, and trade laws. You may not access, export, re-export, transfer, or use the Service in a prohibited destination, for a prohibited end user, or for a prohibited end use.

20. Governing law and disputes

Except where mandatory consumer law requires otherwise, these terms are governed by Delaware law without regard to conflict-of-law rules. The parties will first attempt to resolve disputes in good faith. Unresolved disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

If you are a consumer, these terms do not remove mandatory rights under the law of your residence or prevent you from using a court or consumer-dispute body available under applicable law.

21. Changes, notices, language, and general terms

We may update these terms for product, business, legal, or security reasons. Material changes will be announced before they take effect through the website, application, email, or another reasonable method. Adverse changes to price, automatic renewal, data use, or other material rights will receive advance notice and renewed consent where required.

These terms, the Privacy Policy, the order page, and any applicable signed order are the complete agreement regarding the Service. If any provision is unenforceable, it will be adjusted or severed only as necessary and the remainder will stay effective.

The English version is the controlling version to the extent permitted by applicable law. Translations are provided for convenience and do not reduce mandatory consumer rights.

Questions and legal notices may be sent to Dubrio, LLC, operating as Cerul, at support@cerul.ai.