Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Centric Labs AI ("Company," "we," "us," or "our"), including our website at centriclabs.ai and all related data annotation, AI training data, and managed services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our Services.

These Terms constitute a legally binding agreement between you (or the entity you represent) and Centric Labs. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Services

Centric Labs provides enterprise-grade data annotation, AI training data production, managed labeling teams, and related AI data services. The specific scope, deliverables, timelines, and pricing for each engagement are defined in a separate Statement of Work ("SOW") or service agreement executed between you and Centric Labs.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to active clients under existing SOWs.

3. Client Obligations

You agree to: (a) provide accurate and complete information when creating accounts or submitting data; (b) maintain the confidentiality of your account credentials; (c) ensure you have all necessary rights, licenses, and permissions to submit data to us for annotation; (d) comply with all applicable laws and regulations in connection with your use of the Services; and (e) not use the Services for any unlawful, harmful, or fraudulent purpose.

4. Intellectual Property

Your Data: You retain all ownership rights to the data you submit to us for annotation ("Client Data"). We do not claim any ownership interest in Client Data. Upon completion of services and receipt of full payment, all annotations, labels, and deliverables produced by Centric Labs from your Client Data ("Work Product") are assigned to you.

Our Property: Centric Labs retains all rights to our proprietary platform, tools, methodologies, processes, know-how, and pre-existing intellectual property. Nothing in these Terms grants you any rights to our proprietary technology except the limited right to use the Services as described herein.

Aggregate Data: We may use de-identified, aggregated statistical data derived from our service delivery (such as throughput metrics, quality benchmarks, and process improvements) for internal business purposes, provided such data cannot be used to identify you or reconstruct your Client Data.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties without prior written consent. Confidential Information includes, but is not limited to, Client Data, business strategies, pricing, technical specifications, and proprietary methodologies. This obligation survives termination for a period of five (5) years.

Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) was independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or court order.

6. Data Security

We implement commercially reasonable administrative, technical, and physical safeguards to protect Client Data, including encryption in transit and at rest, access controls, employee background checks, and regular security assessments. Specific security requirements may be documented in your SOW or a separate Data Processing Agreement ("DPA").

In the event of a data breach affecting your Client Data, we will notify you within 72 hours of discovery and cooperate fully with your incident response procedures.

7. Payment Terms

Fees for Services are set forth in the applicable SOW. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend Services for accounts with payments overdue by more than sixty (60) days.

8. Warranties and Disclaimers

We warrant that our Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If deliverables do not meet the quality specifications defined in your SOW, we will re-perform the affected work at no additional cost.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTRIC LABS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL CENTRIC LABS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Centric Labs has been advised of the possibility of such damages.

10. Indemnification

You agree to indemnify, defend, and hold harmless Centric Labs, its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your violation of applicable law; or (c) any claim that Client Data infringes upon the intellectual property or other rights of a third party.

11. Term and Termination

These Terms remain in effect until terminated. Either party may terminate an SOW for convenience with thirty (30) days' written notice. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.

Upon termination, you remain obligated to pay for all Services performed through the termination date. We will return or destroy Client Data within thirty (30) days of termination, as directed by you.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Any dispute arising under these Terms shall first be submitted to good-faith mediation. If mediation fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

13. General Provisions

Entire Agreement: These Terms, together with any executed SOW and DPA, constitute the entire agreement between the parties regarding the subject matter herein.

Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

14. Contact Information

For questions about these Terms, please contact us at:

Centric Labs AI
Email: legal@centriclabs.ai
Website: centriclabs.ai/contact