Terms of Service

1. Introduction and Acceptance of Terms

1.1. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "Customer," or "you") and Cereb Intelligence Limited ("Cereb," "we," "us," or "our"), a company registered in Hong Kong.

1.2. By creating an account, accessing, or using the Cereb AI + IoT platform ("Platform" or "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific services.

1.3. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

1.4. We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Platform at least 30 days before taking effect. Continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

2. Definitions

• "Platform" means the Cereb AI + IoT enablement platform, including OneHub, OneEnergy, OneLiving, and all related software, APIs, and services.
• "User Data" means all data, content, and information uploaded, transmitted, or generated by you through the Platform, including IoT device data, sensor readings, and analytics outputs.
• "Subscription" means the paid access tier you have selected for the Platform services.
• "Devices" means IoT sensors, gateways, controllers, and other hardware connected to the Platform.
• "AI Services" means the artificial intelligence and machine learning features provided through the Platform, including anomaly detection, predictive analytics, and natural language interfaces.

3. Account Registration and Security

3.1. To access the Platform, you must create an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

3.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use a strong, unique password
• Enable two-factor authentication when available
• Not share your credentials with unauthorized parties
• Immediately notify us of any unauthorized access or security breach

3.3. You may grant access to authorized users within your organization. You remain responsible for their compliance with these Terms and for managing their access permissions.

3.4. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

4. Use of Services

4.1. Permitted Use: You may use the Platform solely for your internal business purposes in accordance with your Subscription tier and these Terms.

4.2. Prohibited Conduct: You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Platform, other accounts, or connected systems
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use the Services to develop competing products or services
• Resell, sublicense, or redistribute access to the Platform without authorization
• Upload malicious code, viruses, or harmful data to the Platform
• Exceed your Subscription's device limits or usage quotas through artificial means
• Use automated systems to scrape or extract data from the Platform

4.3. Compliance: You are responsible for ensuring that your use of the Platform complies with all applicable laws, regulations, and industry standards, including data protection and privacy laws.

5. Subscriptions and Payment

5.1. Access to Platform features is determined by your Subscription tier. Features, device limits, data retention periods, and support levels vary by tier as specified on our pricing page.

5.2. Subscription fees are billed in advance on a monthly or annual basis, as selected during signup. All fees are non-refundable except as expressly stated in these Terms or required by law.

5.3. We may change pricing with at least 30 days' notice before your next billing cycle. You may cancel your Subscription if you do not accept the new pricing.

5.4. If payment fails, we will attempt to notify you and may suspend access until payment is received. Accounts with outstanding balances for more than 30 days may be terminated.

5.5. For detailed pricing and payment terms, please refer to our Sales Terms and Conditions.

6. User Data and Privacy

6.1. Ownership: You retain all rights, title, and interest in your User Data. We do not claim ownership of any data you upload or generate through the Platform.

6.2. License Grant: You grant us a limited, non-exclusive license to process, store, and display your User Data solely to provide and improve the Services.

6.3. Data Protection: We implement industry-standard security measures to protect your data. Our data handling practices are detailed in our Privacy Policy and Data Privacy Policy.

6.4. Data Retention: Your User Data is retained according to your Subscription tier's data retention policy. Upon account termination, you may request export of your data within 30 days.

6.5. Aggregated Data: We may use anonymized, aggregated data derived from Platform usage for analytics, research, and service improvement purposes. Such data will not identify you or your organization.

7. Intellectual Property Rights

7.1. The Platform, including all software, algorithms, AI models, user interfaces, designs, trademarks, and documentation, is owned by Cereb Intelligence Limited and protected by intellectual property laws.

7.2. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for the duration of your Subscription.

7.3. "Cereb," "OneHub," "OneEnergy," "OneLiving," and related logos are trademarks of Cereb Intelligence Limited. You may not use our trademarks without prior written consent.

7.4. We welcome feedback and suggestions. Any feedback you provide may be used by us without obligation or compensation to you.

8. Service Level and Availability

8.1. We strive to maintain Platform availability of 99.5% or higher, excluding scheduled maintenance and circumstances beyond our reasonable control.

8.2. Scheduled maintenance will be announced at least 48 hours in advance when possible and typically conducted during off-peak hours.

8.3. Enterprise customers may be eligible for Service Level Agreements (SLAs) with specific uptime guarantees and service credits. Contact us for details.

8.4. We do not guarantee that the Platform will be error-free or uninterrupted. We will use commercially reasonable efforts to resolve issues promptly.

9. Third-Party Integrations and Hardware

9.1. The Platform integrates with third-party IoT devices, sensors, and services. We are not responsible for the performance, accuracy, or availability of third-party products.

9.2. Your use of third-party hardware and services is subject to their respective terms and conditions. You are responsible for ensuring compatibility and compliance.

9.3. We may modify or discontinue support for specific third-party integrations with reasonable notice to affected users.

10. Warranties and Disclaimers

10.1. We warrant that the Platform will perform substantially in accordance with its documentation during your Subscription period.

10.2. EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3. We do not warrant that:

• The Platform will meet all your specific requirements
• AI predictions and analytics will be 100% accurate
• The Platform will operate without interruption or errors
• All defects will be corrected

10.4. AI-generated insights and recommendations are provided for informational purposes and should not replace professional judgment in critical decision-making.

11. Limitation of Liability

11.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CEREB'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CEREB IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.2. IN NO EVENT SHALL CEREB BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of procurement of substitute services
• Damages arising from third-party hardware or software failures
• Damages resulting from unauthorized access to your account

11.3. These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

12. Indemnification

12.1. You agree to indemnify, defend, and hold harmless Cereb and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your User Data or content
• Any dispute between you and a third party related to the Services

13. Term and Termination

13.1. These Terms remain in effect until terminated by either party.

13.2. Termination by You: You may terminate your account at any time through the Platform settings or by contacting us. Termination takes effect at the end of your current billing period.

13.3. Termination by Cereb: We may suspend or terminate your access immediately if you:

• Breach these Terms
• Fail to pay fees when due
• Engage in fraudulent or illegal activity
• Pose a security risk to the Platform or other users

13.4. Effect of Termination: Upon termination:

• Your right to access the Platform ceases immediately
• You may request export of your User Data within 30 days
• We may delete your User Data after the 30-day period
• Provisions relating to intellectual property, limitation of liability, indemnification, and governing law survive termination

13.5. We may discontinue the Platform or any feature with at least 90 days' notice to active subscribers, providing pro-rata refunds for prepaid unused periods.

14. Dispute Resolution

14.1. Informal Resolution: Before initiating formal proceedings, you agree to contact us at info@cereb.ai to attempt to resolve any dispute informally within 30 days.

14.2. Arbitration: If informal resolution fails, any dispute shall be resolved through binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its rules.

14.3. Exceptions: Either party may seek injunctive or equitable relief in courts of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

15. Governing Law and Jurisdiction

15.1. These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law provisions.

15.2. Subject to the arbitration provisions above, the courts of Hong Kong shall have exclusive jurisdiction over any disputes arising from these Terms.

16. General Provisions

16.1. Entire Agreement: These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and Cereb regarding the Services.

16.2. Severability: If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

16.3. Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

16.4. Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights to an affiliate or successor.

16.5. Force Majeure: Neither party shall be liable for delays or failures resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

16.6. Notices: We may send notices to the email address associated with your account. You may send notices to info@cereb.ai.

17. Contact Information

For questions, concerns, or feedback regarding these Terms of Service, please contact us: