Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you and Cendri, Inc. ("Cendri," "we," "us," or "our") governing your access to and use of the Cendri platform, website, and related services (collectively, the "Service"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not access or use the Service.

If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. The Service is intended for business use by individuals who are at least 18 years old and who can form a legally binding contract. It is not directed to consumers or to anyone under 18.

Seller / Delivering Party — the user who uploads a Deliverable and controls its release. Buyer / Receiving Party — the user invited to review, accept, and receive a Deliverable. Counterparty — the other party to a given deal room relative to you, whether Seller or Buyer.

Deliverable / Artifact — a file or set of files a Seller uploads for controlled handoff. Certificate — the tamper-evident record Cendri generates summarizing the platform-recorded events for a deal room. Release — the Seller-initiated action that makes a Deliverable available to the Buyer. Attestation — a party's confirmation of an out-of-band event (such as a wire or ACH payment) that Cendri records but does not itself perform or verify.

Cendri is a controlled-handoff deal room and record-keeping platform. A Seller uploads a Deliverable, which is hashed using SHA-256 and locked; a Buyer is invited to review and accept it; the parties confirm payment out-of-band or via an optional Stripe-processed path; the Seller releases the Deliverable; and Cendri issues a Certificate and an append-only audit trail, with a public verify page for integrity checks. Cendri records what happened on the platform and when.

Not Escrow / No Custody of Funds. Cendri is a record-keeping and attestation platform only. Cendri is not an escrow service, payment custodian, fiduciary, trustee, money transmitter, money services business, bank, broker, or dispute resolver. Cendri does not hold, route, escrow, control, disburse, or take custody of any funds at any time. Cendri does not determine ownership of any Deliverable, the validity of any intellectual property, compliance with any underlying contract, the adequacy or completeness of any Deliverable, or any party's entitlement to payment. Any transaction, obligation, or dispute arising from your dealings with a Counterparty is solely between you and that Counterparty. Cendri's records reflect platform events; they are not a determination of legal rights.

Payment for any Deliverable is a matter between the Seller and the Buyer. Cendri does not process, hold, or move the payment amounts exchanged between the parties. Cendri offers two ways to represent payment in a deal room. Under the attestation option, the parties arrange and complete payment out-of-band (for example, by wire or ACH) and then confirm that completion in the platform; Cendri notarizes that confirmation as a recorded event and takes no part in the underlying transfer. Under the optional Stripe-processed option, Stripe, Inc. moves the money under Stripe's own terms and as your payment processor; Cendri never touches those funds and only records a confirmation reference returned by Stripe.

You are responsible for any fees Stripe or your financial institution charges, and for all taxes associated with your transactions. Cendri may charge subscription or platform fees for use of the Service; any such fees, and their billing terms, will be presented to you before you incur them. Except where required by law or expressly stated otherwise, Cendri fees are non-refundable. We may change our fees on a prospective basis with reasonable notice.

For each deal room, Cendri maintains an append-only audit trail of platform events and can issue a Certificate summarizing them, verifiable through our public verify page. A Certificate is designed to be tamper-evident evidence of the events Cendri recorded — such as when a Deliverable was uploaded, its SHA-256 hash, when a Buyer was invited, when review or acceptance actions occurred on the platform, when a payment confirmation reference was recorded, and when a Release occurred.

A Certificate is evidence of platform-recorded events only. It does not establish, adjudicate, or guarantee title to or ownership of any Deliverable, the validity or infringement of any intellectual property, legal acceptance of a Deliverable, satisfaction of any contract, or that payment was actually made, received, or was properly owed. It is not a legal judgment, a certification of quality, or a determination of any party's rights or obligations. The weight and admissibility of a Certificate in any proceeding are for the relevant tribunal to decide.

You must create an account to use most features of the Service. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify us promptly at legal@cendri.com if you suspect any unauthorized access or use. We are not liable for losses arising from your failure to keep your credentials secure.

You agree not to use the Service to: upload or distribute unlawful, infringing, or malicious content; misrepresent the nature, version, authorship, or completeness of a Deliverable; impersonate any person or entity; circumvent payment or contractual obligations owed to a Counterparty; violate the intellectual property, privacy, or other rights of any third party; probe, scan, overload, or disrupt the Service or its infrastructure; attempt to reverse-engineer or gain unauthorized access to any part of the Service; or use the Service in violation of any applicable law, sanction, or export control. We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe breaches these Terms.

You are solely responsible for the Deliverables and other content you upload, deliver, or receive through the Service. You represent and warrant that you own or have all rights, licenses, and consents necessary to upload, deliver, and (where applicable) transfer that content, and that your content and its handoff do not violate any law or the rights of any third party. Cendri does not review, validate, or endorse user content.

You agree to indemnify, defend, and hold harmless Cendri and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your content, your use of the Service, your breach of these Terms, or your dispute with any Counterparty.

The Service, including its software, design, branding, text, and other materials we provide, is owned by Cendri or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. You may not copy, modify, distribute, or create derivative works of the Service except as expressly permitted.

You retain all rights in the content you upload. By using the Service, you grant Cendri a limited, non-exclusive license to host, store, hash, encrypt, transmit, and display your content solely as necessary to operate and provide the Service, including generating Certificates and audit records. We claim no ownership of your content.

The Service relies on third-party providers, including for hosting, database and storage, email delivery, and payment processing. Your use of features that depend on a third party (such as Stripe for the Stripe-processed payment option) may be subject to that provider's separate terms and privacy practices. We are not responsible for the acts, omissions, availability, or content of third-party services, and your dealings with them are at your own risk.

Cendri provides tools to record a controlled handoff; it does not participate in the underlying deal. Any dispute regarding a Deliverable, its quality or completeness, payment, ownership, or the parties' contract is solely between the Seller and the Buyer. Cendri will not mediate, arbitrate, adjudicate, or otherwise resolve disputes between users, and is not responsible for either party's performance. On valid legal process, Cendri may provide the relevant audit records it holds, but it takes no position on the merits of any dispute.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CENDRI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY CERTIFICATE WILL BE ACCEPTED BY ANY THIRD PARTY OR TRIBUNAL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENDRI AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CENDRI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO CENDRI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud, gross negligence, or willful misconduct.

These Terms are governed by the laws of the State of [Delaware], without regard to its conflict-of-laws rules. (Jurisdiction and venue are placeholders — set these with your counsel before launch.) Except where prohibited by law, any dispute between you and Cendri arising out of or relating to the Service or these Terms that is not resolved informally will be settled by binding arbitration administered under the rules of a recognized arbitration provider, seated in [Wilmington, Delaware], rather than in court, except that either party may bring an individual claim in small-claims court or seek injunctive relief for intellectual property or unauthorized-access matters.

To the fullest extent permitted by law, you and Cendri agree that disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. If this class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court. You may have the right to opt out of arbitration by notifying us within the period required by applicable law.

These Terms apply for as long as you use the Service. You may stop using the Service and close your account at any time by contacting us. We may suspend or terminate your access, with or without notice, if you breach these Terms, if required by law, or if we discontinue the Service. Sections that by their nature should survive termination — including definitions, disclaimers, limitation of liability, indemnity, dispute provisions, and these miscellaneous terms — will survive.

On termination, your right to access the Service ends. We will handle your data in accordance with our Privacy Policy. Because Certificates and audit records are designed to be tamper-evident and may be needed to preserve the integrity of completed handoffs, we may retain those records after account closure as described in the Privacy Policy and as permitted or required by law.

We may update these Terms from time to time. When we make material changes, we will post the updated Terms with a revised "Last updated" date and, where appropriate, notify registered users by email or in-product notice. Changes take effect when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms; if you do not agree, you should stop using the Service.

If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary. These Terms, together with the Privacy Policy and any order or plan terms you accept, constitute the entire agreement between you and Cendri regarding the Service and supersede prior agreements on that subject. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Our failure to enforce any provision is not a waiver.

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor conditions, governmental action, or failures of the internet or third-party infrastructure (force majeure). We may provide notices to you by email or through the Service; you may provide notices to us at legal@cendri.com. There are no third-party beneficiaries to these Terms.

Questions about these Terms can be sent to legal@cendri.com. For questions about how we handle personal data, see our Privacy Policy or write to privacy@cendri.com.