Platform Agreement

1. STRUCTURE OF THE AGREEMENT

This Agreement consists of:

• this Platform Agreement;
• any applicable ordering document, online checkout flow, subscription enrollment, or written order form referencing this Agreement (“Order Form”);
• Acceptable Use Policy;
• the Support and Service Level Terms (if applicable);
• the Security Addendum;
• the Data Processing Addendum (“DPA”);
• any Service-Specific Terms applicable to particular features, integrations, or modules; and
• any other policies or addenda incorporated by reference
  (collectively, the “Terms”).

If there is a conflict among the Terms, the following order of precedence applies:

1. Order Form
2. Data Processing Addendum (for data protection matters)
3. Security Addendum
4. Service-Specific Terms
5. This Agreement
6. Other incorporated policies

Caeli may update the Terms from time to time. Updated Terms will apply prospectively to new subscriptions, renewals, or Order Forms. Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

2. PROVISION OF THE SERVICES

Subject to the Terms and any applicable Order Form, Caeli grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term solely for Customer’s internal business purposes.

Customer may permit its employees, contractors, and other individuals authorized by Customer (“Authorized Users”) to access the Services. Customer is responsible for all activities conducted through its account and for ensuring that Authorized Users comply with the Terms.

Caeli may modify, update, or enhance the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services during an active subscription term.

3. CUSTOMER RESPONSIBILITIES

Customer is solely responsible for the accuracy, completeness, and legality of all data, documents, and information submitted, uploaded, or otherwise provided to the Services (“Customer Data”).

Customer acknowledges and agrees that:

• Customer is solely responsible for its internal programs, policies, workflows, and decisions supported by use of the Services;
• Caeli does not act as a professional advisor, fiduciary, insurer, broker, administrator, or service provider in any regulated capacity on Customer’s behalf; and
• use of the Services does not relieve Customer of responsibility for compliance with applicable laws, regulations, contracts, or governing documents.

Customer may authorize third parties, including consultants or service providers, to access or administer the Services on Customer’s behalf. Customer remains responsible for all use of the Services under its account, whether by Authorized Users or third parties acting with Customer’s permission.

4. AI-ASSISTED FUNCTIONALITY

The Services include AI-assisted features designed to support Customer workflows based on Customer Data and Authorized User inputs. AI-generated outputs may contain errors and misstatements or may be incomplete.

Customer acknowledges that the Services are intended to support, and not replace, Customer’s internal decision-making processes and professional judgment. The Services do not provide legal, tax, fiduciary, regulatory, or other professional advice, and Customer remains responsible for compliance with applicable laws and governing requirements.

5. FEES AND PAYMENT

Customer shall pay the fees specified in the applicable Order Form, if any. Fees may be discounted or reduced to zero pursuant to a promotion, pilot, partner program, or other arrangement.

Unless otherwise specified in an Order Form or checkout flow, fees are due in advance and are non-refundable.

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except for taxes based on Caeli’s net income.

6. CONFIDENTIALITY

Each party may receive non-public information from the other party that is designated as confidential or should reasonably be understood to be confidential (“Confidential Information”). Each party agrees to use the other party’s Confidential Information solely to perform under the Terms and to protect it using reasonable safeguards.

7. DATA PROTECTION AND PRIVACY

Caeli’s Privacy Policy describes how Caeli processes personal data.

To the extent Caeli processes personal data on behalf of Customer, the parties agree to the Data Processing Addendum.

Caeli will implement reasonable administrative, technical, and organizational measures designed to protect Customer Data, as further described in the Security Addendum.

8. INTELLECTUAL PROPERTY

Caeli retains all right, title, and interest in and to the Services, Documentation, and related intellectual property rights.

Customer retains all rights in Customer Data and grants Caeli a limited, non-exclusive license to process Customer Data solely to provide the Services.

Customer grants Caeli a perpetual, irrevocable, royalty-free license to use feedback or suggestions without obligation.

9. WARRANTIES AND DISCLAIMERS

Each party represents that it has the authority to enter into the Terms.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CAELI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its breach of the Terms or applicable law, subject to the limitations set forth herein.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• neither party shall be liable for indirect, incidental, special, or consequential damages; and
• each party’s aggregate liability shall not exceed the fees paid or payable by Customer to Caeli in the twelve (12) months preceding the claim.

12. TERM AND TERMINATION

This Agreement remains in effect while Customer has an active subscription or continues to access the Services. Either party may terminate this Agreement for material breach not cured within thirty (30) days of written notice.

13. GOVERNING LAW

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

14. GENERAL

The parties are independent contractors. This Agreement, together with all incorporated documents, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements relating to the subject matter hereof.