TERMS OF SERVICE

Central AI LLC A subsidiary of Wing AI Technologies, Inc.

Last Updated: June 19, 2025 | Effective Date: June 19, 2025

IMPORTANT — PLEASE READ CAREFULLY. These Terms contain a binding arbitration clause, a class action waiver, liability limitations, mandatory pre-claim notice and cure obligations, and provisions governing how Central AI may use Customer Data (including for AI model training). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

Enterprise customers, healthcare entities, financial institutions, law firms, and other regulated buyers: these standard Terms are written for self-serve and SMB use. If you require a Business Associate Agreement (BAA), Data Processing Agreement (DPA), custom Master Services Agreement (MSA), uptime or service-level commitments, or other negotiated terms, contact us at support@trycentral.com before using the Services. Continued use without an executed alternative agreement binds you to these Terms.

1. Definitions

As used in these Terms of Service (these "Terms"), the following terms have the meanings below. Capitalized terms not defined here have the meanings given elsewhere in these Terms.

"Agreement" means these Terms, together with all Order Forms, addenda, policies, schedules, and exhibits referenced herein, as may be amended from time to time.

"Authorized User" means any individual authorized by Customer to access or use the Services under Customer's account.

"Central AI," "Company," "we," "us," or "our" means Central AI LLC, a Delaware limited liability company, and its affiliates, subsidiaries, successors, and assigns, including its parent company Wing AI Technologies, Inc., a Delaware C Corporation.

"Content" means, collectively, all Input, Output, Customer Data, and any other data, text, audio, video, images, files, or materials submitted to, generated by, processed through, displayed within, or otherwise associated with the Services.

"Credentials" means all passwords, API keys, OAuth tokens, access credentials, login information, authentication tokens, and any other security or access information that Customer or any Authorized User provides to or stores within the Services, including credentials for Third-Party Services.

"Customer," "you," or "your" means the individual, entity, or organization that accesses or uses the Services, or on whose behalf the Services are accessed or used.

"Customer Data" means any data, content, files, information, communications, Credentials, and materials in electronic form that Customer or any Authorized User submits to, uploads to, stores within, transmits through, or otherwise makes available via the Platform, including data retrieved from or generated by Third-Party Services connected to the Platform.

"Documentation" means all user guides, help articles, API documentation, technical specifications, onboarding materials, and other instructional content made available by Central AI in connection with the Services.

"Fair Use Policy" means the usage, rate, storage, and API limits applicable to your Service Plan, as published on our website or communicated to you in writing.

"Input" means any data, prompts, instructions, queries, files, or other materials submitted by Customer or any Authorized User to the Services, including via the AI Features.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights, and all applications and registrations, renewals, and extensions thereof.

"Output" means any text, data, content, responses, suggestions, recommendations, analyses, actions, communications, or other materials generated by the Services, including by the AI Features.

"Platform" means Central AI's proprietary software platform, including all web applications, mobile applications, desktop applications, APIs, browser extensions, widgets, and any other software or interfaces through which the Services are delivered.

"Regulated Customer" means any Customer that is (a) a "covered entity" or "business associate" as defined under HIPAA, (b) a "financial institution" subject to the Gramm-Leach-Bliley Act, (c) a law firm or legal services provider transmitting attorney-client privileged communications through the Services, (d) subject to PCI-DSS as a merchant or processor, or (e) otherwise identified by Central AI as requiring a separate written agreement.

"Sensitive Data" means data subject to heightened protection under applicable law, including protected health information (PHI), financial account numbers, Social Security numbers, other government-issued identification numbers, biometric identifiers, authentication credentials, trade secrets, attorney-client privileged communications, precise geolocation data, login credentials with associated security questions, racial or ethnic origin data, religious beliefs, sexual orientation, genetic data, and any other data classified as 'sensitive personal information,' 'special category data,' or analogous heightened-protection categories under GDPR, CCPA/CPRA, HIPAA, GLBA, PCI-DSS, or similar frameworks. Routine business contact information (such as names, business email addresses, business phone numbers, and business addresses) is not Sensitive Data.

"Service Plan" means the subscription tier, feature set, and pricing to which Customer subscribes.

"Services" means, collectively, all AI-powered tools, software features, products, functionalities, and services provided by Central AI and accessible through the Platform, including the AI Receptionist, AI Chat Agent, AI Executive Assistant, Sales CRM, Scheduler, Lead Generator, Outbound Caller, and any other current or future offerings, together with all related APIs, integrations, and Documentation.

"Third-Party Services" means any third-party software, platforms, applications, services, APIs, integrations, tools, or systems that Customer connects to or uses with the Services, including email providers, calendar services, CRM platforms, telephony providers, payment processors, and social media platforms.

"Training Data" means Customer Data, Input, and Output that Central AI uses to train, develop, validate, or refine its artificial intelligence and machine learning models, subject to Section 4.

"Usage Data" means diagnostic, analytical, operational, and usage-related data derived from access to and use of the Services, including usage patterns, feature adoption metrics, session data, performance logs, error logs, interaction data, engagement metrics, device information, IP addresses, geolocation data, browser type, operating system information, and clickstream data.

2. Acceptance and Eligibility

2.1 Acceptance of Terms

By creating an account, accessing the Platform, clicking any acceptance button, completing a purchase, or otherwise proceeding with the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, our Fair Use Policy, and all other policies and guidelines referenced herein or made available through the Platform.

Your continued use of any Central AI platform, product, or service constitutes ongoing acceptance of these Terms.

2.2 Eligibility

You must be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts. If you are accessing the Services on behalf of an entity, you represent that you have authority to bind that entity.

2.3 Entity Binding

If you sign up using an email address belonging to your employer or another organization, (a) you represent that organization, (b) your acceptance binds that organization, and (c) all references to "Customer," "you," or "your" refer to that organization.

2.4 Regulated Customers — Separate Agreement Required

If you are a Regulated Customer, you must contact support@trycentral.com and execute a separate written agreement (which may include a BAA, DPA, or MSA) before transmitting any Sensitive Data through the Services. Central AI does not consent to receive PHI, attorney-client privileged communications, or other Sensitive Data subject to specialized legal frameworks in the absence of an executed separate agreement, and these standard Terms do not constitute such an agreement. If a Regulated Customer transmits such data without an executed separate agreement, the Customer (not Central AI) assumes all risk and liability for that transmission, and Central AI may suspend the account.

3. Scope of Services

3.1 Service Description

Central AI provides AI-powered tools and software features accessible through a paid subscription. The Services are licensed, not sold. Central AI retains all right, title, and interest in the Platform and Services.

3.2 AI Features

The Services include features that leverage artificial intelligence, machine learning, large language models, natural language processing, and related technologies ("AI Features"). Customer acknowledges and agrees that:

(a) Probabilistic Nature. AI Features are probabilistic and may produce Output that is inaccurate, incomplete, misleading, biased, inappropriate, or otherwise flawed. Output is not guaranteed to be correct, current, complete, or fit for any particular purpose.

(b) Not Professional Advice; Not for Emergencies. Output does not constitute and shall not be construed as legal, medical, mental health, financial, tax, accounting, therapeutic, psychological, safety-critical, or other professional advice. The Services are not designed for, and must not be used in, emergency situations, life-safety contexts, or any setting where AI failure or AI Output could foreseeably contribute to bodily injury or harm. Customer is solely responsible for ensuring that any conversational AI deployed by Customer (including the AI Receptionist) directs users to appropriate emergency services (e.g., 911) and qualified human professionals when circumstances warrant. Customer is solely responsible for seeking appropriate professional counsel before acting on any Output.

(c) Customer Responsibility for Configuration and Output. Customer is solely responsible for configuring, supervising, reviewing, verifying, and validating the Services and all Output before reliance, distribution, or use. All decisions made in reliance on any Output are made at Customer's sole risk.

(d) Autonomous Actions. Certain AI Features perform actions autonomously or semi-autonomously on Customer's behalf, including sending communications, scheduling appointments, modifying records, or interacting with Third-Party Services. Customer is solely responsible for configuring, supervising, and monitoring all such autonomous actions and for all consequences arising therefrom.

3.3 Modifications to Services

Central AI may modify, update, enhance, deprecate, suspend, or discontinue any or all of the Services at any time, with or without notice. We may also impose new or additional limits on use, storage, bandwidth, or other aspects of the Services at any time.

3.4 Beta and Experimental Features

Beta, preview, pilot, early access, or experimental features ("Beta Features") are provided "AS IS" without warranty, may be unstable or incomplete, and may be discontinued at any time. Central AI shall have no liability arising from Beta Features, and Customer's sole remedy shall be to cease use.

3.5 Security and Compliance Certifications

Central AI maintains a security and compliance program including, as of the Effective Date, SOC 2 Type II, ISO/IEC 27001, and HIPAA compliance attestations. These certifications describe Central AI's internal controls but do not by themselves create contractual obligations to Customer beyond those expressly stated in these Terms or in a separately executed BAA, DPA, or MSA. Current certifications, sub-processor lists, and security documentation are available at https://trust.trycentral.com.

3.6 Service Levels and Uptime Commitments

These standard Terms do not include any service level agreement, uptime guarantee, support response commitment, or service credit. Such commitments are available only under a separately executed Master Services Agreement and are not implied by these Terms, by any marketing materials, by any documentation, or by past practice. Customers requiring uptime or service-level commitments should contact support@trycentral.com to discuss an MSA.

3.7 Underlying AI Models and Model Selection

The AI Features are powered by one or more underlying AI models, including large language models, speech and voice models, embedding models, and others, which may be developed by Central AI, by Wing AI Technologies, Inc., or by third-party model providers. Customer acknowledges and agrees that:

(a) Central AI selects the models. For standard Service Plans, Central AI selects, configures, and orchestrates which underlying models power each feature, in its sole discretion. Customers on standard Service Plans do not have the ability to choose, configure, restrict, or pin specific underlying models.

(b) Models may vary by geography or plan. The specific models used may vary based on the geographic location of the Customer or end user, the Customer's Service Plan, applicable regulatory requirements, model provider availability, commercial considerations, or load balancing.

(c) Models may change without notice. Central AI may add, remove, change, upgrade, downgrade, route between, or substitute underlying models at any time, with or without notice to Customer. Performance, latency, response style, voice quality, language coverage, and Output characteristics may change as a result. Such changes do not constitute a breach of these Terms and are not grounds for refund, credit, or termination for cause.

(d) Enterprise and Regulated Plans. Customers on Enterprise or Regulated Customer plans may have rights to specify, restrict, or audit model selection (for example, to require a specific provider for data residency, sovereignty, or compliance reasons), but only as expressly set forth in an executed Master Services Agreement. In the absence of such an agreement, this Section 3.7 controls.

4. Data Use and AI Model Training

4.1 Operational License

By using the Services, Customer grants Central AI and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable (to subprocessors), license to access, collect, use, copy, reproduce, store, process, modify, adapt, transmit, display, and otherwise exploit Content as reasonably necessary to:

(a) provide, maintain, operate, secure, and support the Services and the Platform;

(b) perform diagnostics, abuse detection, fraud prevention, and security monitoring;

(c) generate aggregated, anonymized, and de-identified analytics and benchmarks (which shall be owned by Central AI and may be used for any lawful purpose, including after termination); and

(d) comply with legal, regulatory, and audit obligations.

4.2 AI Model Training

4.2.1 Default Training License. Subject to the categorical exclusions in Section 4.2.3 and the opt-out in Section 4.2.4, Customer grants Central AI and its affiliates a worldwide, royalty-free, sublicensable, and transferable license to use Customer Data, Input, Output, and Usage Data to train, develop, validate, fine-tune, evaluate, benchmark, and improve Central AI's and its affiliates' artificial intelligence and machine learning models, including foundation models, fine-tunes, embedding models, voice models, classifiers, retrieval systems, and any other current or future model architectures (collectively, "Training Use"). This license includes the right to create derivative works, to retain model weights and artifacts derived from Training Use, and to continue using such weights and artifacts after termination of these Terms or revocation of the license under Section 4.2.4.

4.2.2 Personalization Use. Separate and apart from Training Use, Central AI may at any time, without restriction and without regard to any opt-out or exclusion in this Section 4.2, create, maintain, and refine Customer-specific personalization artifacts, including embeddings, retrieval indices, vector stores, prompt templates, configuration profiles, voice clones authorized by Customer, fine-tuned model layers, and other artifacts that are scoped to Customer's account or tenant and used to improve the Services as delivered to Customer ("Personalization Use"). Personalization Use is not "training" within the meaning of Section 4.2.1, is not subject to opt-out under Section 4.2.4, and is not subject to the exclusions in Section 4.2.3, except as expressly stated therein. Personalization artifacts are owned by Central AI and Customer's right to the benefit of such artifacts terminates upon termination of these Terms.

4.2.3 Categorical Exclusions From Training Use. Notwithstanding Section 4.2.1, the following categories of data are categorically excluded from Training Use and shall not be used by Central AI as Training Data, regardless of any default license, opt-in, or other authorization:

(a) Third-party integration data. Any Customer Data ingested into, retrieved from, derived from, synchronized with, transmitted through, or generated in connection with any third-party platform, system of record, customer relationship management ("CRM") system, electronic health record ("EHR") system, dental or medical practice management system, shop management system, scheduling system, accounting system, telephony provider, messaging platform, calendar system, email provider, or other third-party service connected to the Services via published API, partner integration, OAuth connection, or similar mechanism. This exclusion applies regardless of the direction of data flow (into Central AI, out of Central AI, or bidirectional) and applies to the underlying data fields whether or not the data is also stored, transformed, or processed within Central AI's own systems.

(b) End-user voice and messaging content from customer-facing AI interactions. The substantive content of voice calls, call transcripts, SMS messages, chat messages, and other communications between Customer's end-users (including Customer's customers, leads, patients, clients, and members of the public) and Customer-facing AI Features, including the AI Receptionist and AI Chat Agent. For clarity, this exclusion does not apply to interactions between Customer's own personnel (e.g., owner, staff, Authorized Users) and Central AI's internal-facing AI Features (e.g., AI Executive Assistant, Ask Central, Sales Copilot used by Customer's sales team), which remain subject to Section 4.2.1.

(c) Sensitive Data. Any Sensitive Data as defined in Section 1, including without limitation PHI, financial account numbers, government-issued identification numbers, biometric identifiers, authentication credentials, and attorney-client privileged communications.

(d) Regulated Customer data. Customer Data of any Regulated Customer that has executed a BAA, DPA, MSA, or other written agreement with Central AI addressing training use, as governed by that agreement.

(e) Jurisdictionally protected data. Customer Data of any Customer that, at the time of data collection, is established in, or is a resident of, the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction whose laws restrict the use of personal data for AI training without specific consent or a recognized lawful basis.

(f) Contractually excluded data. Customer Data subject to a Master Services Agreement, Data Processing Agreement, or other written contract with Central AI that excludes training use, to the extent of that exclusion.

The exclusions in this Section 4.2.3 apply automatically and shall be honored by Central AI without requiring Customer to take any affirmative action other than (i) self-identifying as a Regulated Customer or as established in a protected jurisdiction during onboarding or in account configuration, and (ii) for clause (a), connecting the relevant third-party integration through Central AI's standard integration mechanisms. Personalization Use under Section 4.2.2 remains permitted with respect to all data covered by this Section 4.2.3, except that Personalization Use of Sensitive Data and PHI is permitted only to the extent consistent with applicable law and any executed BAA.

4.2.4 Opt-Out of Training Use. Customer may opt out of the Training Use license granted in Section 4.2.1 at any time by (a) toggling the "Do not use my data to improve Central AI models" setting in Customer's account settings, or (b) sending written notice to support@trycentral.com identifying the account. Opt-out becomes effective on a going-forward basis within a commercially reasonable period not to exceed thirty (30) days after receipt by Central AI. Opt-out:

(i) applies only to Training Use under Section 4.2.1 and does not affect Personalization Use under Section 4.2.2, the operational license in Section 4.1, aggregate or de-identified use under Section 4.6, or the categorical exclusions under Section 4.2.3 (which apply regardless);

(ii) does not require Central AI to delete, untrain, unwind, reverse, or otherwise modify any model weights, artifacts, derivatives, or training datasets that incorporated Customer Data lawfully before the opt-out effective date, and Central AI may continue to use such pre-existing weights, artifacts, derivatives, and datasets indefinitely; and

(iii) may be reversed by Customer at any time by toggling the setting back on, in which case the Training Use license resumes on a going-forward basis.

4.2.5 No Third-Party Foundation Model Training. Central AI does not share Customer Data, Input, or Output with third-party AI model providers for the purpose of training those providers' general-purpose foundation models. Where Central AI uses third-party AI infrastructure to provide the Services (for example, to perform inference), such use is governed by enterprise agreements between Central AI and the relevant third-party provider that contractually prohibit the provider from using Customer Data, Input, or Output to train its own models.

4.2.6 Customer Acknowledgment and Representations. Customer acknowledges that Training Use carries inherent uncertainty in modern AI systems, including the possibility that elements of training data may, in rare cases, influence Output delivered to other users. Customer represents and warrants that, with respect to any Customer Data, Input, or Output subject to Training Use under Section 4.2.1, Customer has obtained all rights, consents, disclosures, and authorizations from individuals whose data may be processed as required by applicable law. Customer's indemnification obligation under Section 9 extends to all Claims arising from a breach of this representation.

4.3 Categorical Exclusions Governed by Section 4.2.3. The categorical exclusions from Training Use are set forth in Section 4.2.3 and apply automatically without any further action by Customer, except as expressly stated therein. To the extent any other provision of these Terms appears to expand the scope of Training Use beyond what Section 4.2.1 permits, Section 4.2.3 controls.

4.4 Enterprise and Custom Agreements

Customers operating under an executed MSA, enterprise agreement, BAA, or DPA are governed by the data use terms in that agreement, which supersede Section 4.2.1 through 4.2.6 to the extent of any conflict.

4.5 Customer Ownership of Input and Output; Restated License

As between Customer and Central AI, Customer owns the Input that Customer submits and the Output generated for Customer by the Services. For the avoidance of doubt, Customer's ownership of Input and Output is granted subject to, and does not limit, the licenses Customer grants to Central AI in this Section 4. Customer hereby restates and confirms its grant to Central AI of a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to access, use, copy, store, process, modify, transmit, display, create derivative works from, and otherwise exploit the Input and Output for the purposes set forth in Section 4.1 (Operational License) and Section 4.2 (AI Model Training), subject to:

(a) Customer's right to opt out of training use under Section 4.2.4;

(b) the categorical exclusions set forth in Section 4.2.3 (including third-party integration data, end-user voice and messaging content, Sensitive Data, Regulated Customer data, and data of EU/UK/Swiss customers); and

(c) any superseding terms in a Master Services Agreement, BAA, or DPA executed between Customer and Central AI pursuant to Section 4.4.

Customer is responsible for ensuring that its use of Input and Output complies with applicable law. Customer acknowledges that, due to the probabilistic nature of AI, Output is not guaranteed to be unique or exclusive, and that other users may receive similar or identical Output in response to similar Input. Central AI makes no representation or warranty regarding the originality, non-infringement, or third-party-rights status of any Output.

4.6 Aggregate and De-Identified Data

Central AI may create and use aggregated, de-identified, and anonymized data derived from Customer Data and Usage Data for any lawful business purpose without restriction, including after termination. Such aggregated data is owned exclusively by Central AI.

4.7 Feedback

If Customer provides any ideas, suggestions, recommendations, feedback, bug reports, or feature requests ("Feedback"), Customer grants Central AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such Feedback without restriction, attribution, or compensation.

5. Data Collection, Usage, and Privacy

5.1 Consent to Data Collection

By using the Services, Customer acknowledges and consents to Central AI's collection, storage, processing, and use of all categories of data described in our Privacy Policy, including Customer Data, Input, Output, Usage Data, device and technical information, geolocation data, communication metadata, performance and diagnostic data, and behavioral and analytics data.

5.2 Personnel Access to Data

Central AI personnel (employees, contractors, agents, and authorized service providers) may access and process Customer Data for purposes including technical support, quality assurance, model evaluation, security monitoring, abuse detection, compliance, product development, and debugging. Personnel access is governed by confidentiality obligations and Central AI's internal access controls described in its SOC 2 attestation. Central AI follows least-privilege access principles but does not warrant that access will be limited to any specific individuals.

5.3 Third-Party Sub-Processors

Central AI may engage third-party sub-processors, including cloud infrastructure providers, AI model providers, analytics services, and other service providers. A current list of material sub-processors is available at https://trust.trycentral.com. Central AI requires sub-processors to maintain confidentiality and security obligations no less protective than these Terms.

5.4 Privacy Policy

Customer's data is handled per our Privacy Policy, incorporated by reference. In the event of conflict between these Terms and the Privacy Policy, these Terms control.

6. Credentials and Sensitive Data

6.1 Customer Responsibility for Credentials

Customer is solely responsible for:

(a) the decision to provide any Credentials to or through the Services;

(b) having all necessary rights, permissions, and authorizations to provide such Credentials;

(c) maintaining the security and confidentiality of all Credentials;

(d) regularly rotating, updating, and revoking Credentials as appropriate; and

(e) consequences arising from the storage, transmission, use, compromise, or disclosure of Credentials, except to the extent caused by Central AI's gross negligence or willful misconduct.

6.2 Security Standards

Central AI maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Credentials and Customer Data, consistent with its SOC 2 Type II, ISO/IEC 27001, and HIPAA programs. Customer acknowledges that no security program is impenetrable and that liability for any security incident is governed by Section 8.

6.3 Sensitive Data — Standard Terms

Other than as expressly authorized in Section 2.4, Customer shall not transmit Sensitive Data through the Services without an executed separate agreement. Customer assumes all risk associated with transmitting Sensitive Data outside of such an agreement.

7. Third-Party Services and Integrations

7.1 No Responsibility for Third-Party Services

The Platform may integrate with, connect to, or interoperate with Third-Party Services. Central AI makes no representations, warranties, or guarantees with respect to any Third-Party Service. Customer's use of Third-Party Services is governed solely by the terms of the applicable Third-Party Service provider.

7.2 No Liability for Actions on Third-Party Systems

To the maximum extent permitted by law, Central AI shall not be liable for any actions taken by the AI Features or the Services on or through any Third-Party Service, including sending or deleting communications, modifying or deleting records, scheduling or canceling appointments, executing transactions, or any other autonomous or semi-autonomous action. Customer is solely responsible for configuring, supervising, and monitoring all integrations and automated actions.

7.3 Data Exchange with Third Parties

Any exchange of Customer Data between the Services and any Third-Party Service is at Customer's sole risk.

8. Disclaimers and Limitations of Liability

8.1 General Disclaimer

THE SERVICES, THE PLATFORM, ALL OUTPUT, ALL AI FEATURES, AND ALL CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CENTRAL AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (THE "CENTRAL AI PARTIES") DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, QUALITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8.2 Specific Disclaimers

Without limiting Section 8.1, the Central AI Parties make no warranty that:

(a) the Services will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components;

(b) Output will be accurate, reliable, complete, current, or fit for any purpose;

(c) errors or defects will be corrected;

(d) the Services will meet Customer's requirements or expectations;

(e) the Services are suitable for use in any regulated industry absent a separately executed agreement;

(f) Output constitutes professional advice of any kind.

8.3 Exclusion of Consequential and Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY CENTRAL AI PARTY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

(a) any indirect, incidental, special, consequential, exemplary, or punitive damages;

(b) any loss of profits, revenue, business, goodwill, anticipated savings, or data;

(c) any damages for business interruption, loss of business opportunity, or loss of use;

(d) any cost of procurement of substitute goods or services;

(e) any damages arising from the actions or inactions of the Services on any Third-Party Service or system;

(f) any damages arising from Customer's reliance on any Output or from any decision or action taken by Customer based on any Output;

(g) any damages arising from interruption, suspension, modification, or termination of the Services.

8.4 Aggregate Liability Cap

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR ANY DOCUMENT INCORPORATED HEREIN BY REFERENCE, AND REGARDLESS OF THE FORM OR THEORY OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), THE TOTAL AGGREGATE LIABILITY OF ALL CENTRAL AI PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE PLATFORM, OR ANY CONTENT SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CENTRAL AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWO THOUSAND U.S. DOLLARS (USD $2,000). THE FOREGOING LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THESE TERMS WOULD NOT BE ENTERED INTO IN THE ABSENCE OF THIS LIMITATION. THIS LIMITATION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.5 Carve-Outs from Liability Cap

The liability cap in Section 8.4 does not apply to: (a) Customer's payment obligations to Central AI; (b) Customer's indemnification obligations under Section 9; or (c) liability arising from a party's gross negligence, willful misconduct, or fraud, to the extent such limitation is prohibited by applicable law.

8.6 Allocation of Risk for AI-Specific Harms

Customer acknowledges that AI Features may, in some configurations and use cases, interact directly with end users (including end users who may be in vulnerable states). Because Customer is the party that configures the Services, selects the use case, defines the AI's conversational scope, sets escalation rules, and determines whether and when to deploy the Services in customer-facing contexts, Customer is the party in the best position to control AI-related risk. Accordingly, Customer assumes all risk arising from its deployment and configuration of the Services in any customer-facing context, including without limitation:

(a) any reliance by an end user on Output as if it were professional advice;

(b) any failure to direct an end user to emergency services, professional providers, or qualified human personnel;

(c) any emotional, psychological, reputational, or economic harm experienced by any end user as a result of an interaction with the Services configured or deployed by Customer; and

(d) any damages claimed by an end user against Customer or against Central AI arising from such interaction.

Customer's indemnification obligation under Section 9 extends to all such claims.

9. Indemnification

9.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless the Central AI Parties from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) ("Claims") arising out of or related to:

(a) Customer's or any Authorized User's access to or use of the Services, including any Output;

(b) Customer's breach of any provision of these Terms or any applicable law;

(c) any Customer Data, Input, or Feedback;

(d) Customer's reliance on any Output;

(e) any Credentials or Sensitive Data provided by Customer to the Services;

(f) any action taken by the Services at Customer's direction or through Customer's configuration, including autonomous actions on Third-Party Services;

(g) any allegation that Customer Data or Customer's use of the Services infringes or misappropriates any third party's Intellectual Property Rights, privacy rights, or publicity rights;

(h) any Claim arising under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the Telemarketing Sales Rule, state recording or two-party-consent laws, state mini-TCPA statutes, or any analogous foreign law, arising from communications sent or received using the Services on Customer's behalf or at Customer's direction;

(i) any Claim by an end user, customer, patient, client, or other third party arising from an interaction with AI Features configured or deployed by Customer; and

(j) any Claim that Customer transmitted Sensitive Data (including PHI or attorney-client privileged information) through the Services without an executed separate agreement.

9.2 Indemnification Procedure

Central AI shall provide Customer with prompt written notice of any Claim, provided that failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced. Central AI may, at its option, assume the exclusive defense and control of any Claim, and Customer shall cooperate fully. Customer shall not settle any Claim without Central AI's prior written consent.

10. Telecommunications, Outbound Messaging, and Recording Compliance

10.1 Customer Acts as Sender / Initiator of Record

For any feature that sends outbound voice calls, SMS, MMS, email, or social messaging on Customer's behalf (including the AI Receptionist, Outbound Caller, SDR, LinkedIn automation, and email marketing features), Customer is the "sender," "initiator," "caller," "advertiser," or analogous statutory role under applicable telecommunications and marketing laws. Central AI acts solely as a technology service provider.

10.2 Customer Representations

Customer represents and warrants that, for every outbound communication initiated through the Services:

(a) Customer has obtained all consents required under applicable law (including TCPA "prior express consent" or "prior express written consent" where applicable, and equivalent under CASL, state mini-TCPA statutes, and foreign laws);

(b) Customer scrubs against applicable do-not-call lists (federal DNC, state DNC, and Customer's internal DNC list) and honors opt-out requests in a timely manner;

(c) Customer maintains records of consent sufficient to satisfy applicable evidentiary standards;

(d) Customer complies with applicable identification and disclosure requirements (including artificial-or-prerecorded-voice disclosures, advertiser identification under CAN-SPAM, and unsubscribe mechanisms);

(e) Customer has all necessary consents for call recording under applicable two-party consent laws (including California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, Washington, and similar foreign laws);

(f) Customer's use of LinkedIn automation features complies with LinkedIn's then-current User Agreement;

(g) Customer's use of the Services does not constitute, facilitate, or contribute to harassment, abusive contact, or impermissible solicitation; and

(h) Customer has implemented any disclosure required by applicable AI bot-disclosure laws (including California Business and Professions Code § 17940 et seq. and analogous state, federal, or foreign laws), including any disclosure that an end user is interacting with an artificial intelligence agent rather than a human.

10.3 Central AI Right to Suspend

Central AI may, without notice and without liability, suspend or terminate any outbound feature, account, or communication if Central AI reasonably suspects that Customer is violating Section 10.2 or any applicable law.

10.4 Telephony Numbers and Carrier Resources

Any telephone number, short code, sender ID, messaging identifier, or carrier resource assigned to Customer by Central AI or through Central AI's carrier partners remains the property of Central AI or the applicable carrier. On termination, suspension, or non-payment, Customer's right to use such numbers and resources immediately ceases, and Central AI may recycle, reassign, or release such numbers without liability. If Customer wishes to port a number out, Customer must initiate the port request and pay any applicable porting fees before termination becomes effective. After termination, Central AI has no obligation to preserve or port any number.

10.5 Regulatory and Third-Party Platform Approvals

Certain Services and features require approval, registration, verification, or onboarding by telecommunications regulators, telephony carriers, messaging aggregators, or third-party platforms before they can be enabled, including without limitation:

(a) toll-free number provisioning and verification;

(b) acquiring or porting numbers with SMS, MMS, or messaging capabilities;

(c) 10DLC (10-digit long code) registration, brand vetting, and campaign vetting;

(d) WhatsApp Business API onboarding (operated by Meta Platforms, Inc.);

(e) Instagram and Facebook Messenger access (operated by Meta Platforms, Inc.);

(f) email sender authentication, IP warmup, and deliverability reputation review; and

(g) any analogous regulatory, carrier, or third-party platform approval, vetting, registration, or onboarding process.

Customer acknowledges and agrees that:

(i) Approvals are controlled by third parties, not Central AI. Approval timelines, criteria, and outcomes vary and are outside Central AI's control.

(ii) Subscription fees accrue from purchase, not from approval. Customer's subscription term begins on the date the subscription is purchased, not the date any third-party approval is received. Central AI provides Services during the approval period (including platform access, configuration tooling, support, and feature staging), and Customer remains obligated to pay all subscription fees during the approval period, regardless of whether or when approval is received, unless otherwise expressly agreed in a Master Services Agreement.

(iii) Rejection is not a refund event. Initial rejection, repeated rejection, partial approval, conditional approval, suspension, or permanent rejection by any regulator, carrier, aggregator, or third-party platform is not grounds for refund, credit, chargeback, service-level claim, or termination for cause. Customer assumes all risk of rejection, including risks arising from Customer's industry, business model, content, jurisdiction, prior conduct, brand reputation, or compliance history.

(iv) Central AI's assistance is discretionary. Central AI may, in its sole discretion, assist Customer with applications, submissions, brand and campaign vetting, content reviews, and re-submissions, either at no charge or for an additional fee disclosed in advance. Central AI is under no obligation to provide such assistance.

(v) No guarantee of approval. Central AI makes no representation, warranty, or guarantee that any application, registration, vetting, or onboarding will be approved, will be approved within any particular timeframe, or will remain approved.

11. Compliance with Laws and Jurisdictional Responsibilities

11.1 Customer's Legal Compliance Obligations

Customer is solely responsible for ensuring that Customer's use of the Services complies with all applicable laws, regulations, rules, orders, and directives in Customer's jurisdiction.

11.2 No Legal Compliance Representation

Other than as expressly stated in Section 3.5, Central AI does not represent or warrant that the Services comply with any particular law or industry standard. Customer is solely responsible for obtaining all necessary consents, authorizations, licenses, and approvals required for Customer's use of the Services.

11.3 Geographic Restrictions

The Services are operated from and intended for use within the United States. Customer is responsible for compliance with local laws if accessing the Services from outside the United States.

11.4 Export Controls and Sanctions Compliance

Customer represents and warrants that Customer is not (a) located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), (b) identified on any U.S. Government restricted party list, including the OFAC Specially Designated Nationals List, the BIS Entity List, or the BIS Denied Persons List, or (c) owned or controlled by any such person or entity.

12. Government and Law Enforcement Requests

12.1 U.S. Government Cooperation

Central AI will comply with lawful orders, subpoenas, court orders, warrants, and other compulsory legal process issued by U.S. federal, state, or local governmental authorities, at Central AI's sole discretion and to the extent Central AI determines such compliance to be appropriate and lawful.

12.2 Foreign Government Requests

Central AI evaluates requests for Customer Data from foreign governmental authorities on a case-by-case basis and generally requires such requests to be submitted through recognized international legal assistance mechanisms (including mutual legal assistance treaties (MLATs) and executive agreements under the CLOUD Act). Central AI reserves sole discretion to determine whether compliance is appropriate.

12.3 No Obligation of Notice

Central AI may, but is not required to, notify Customer of any governmental or law enforcement request, unless prohibited by law or court order.

13. User Obligations and Restrictions

13.1 Acceptable Use

Customer shall use the Services only for lawful purposes and in accordance with these Terms, the Acceptable Use Policy, the Fair Use Policy, and all applicable laws.

13.2 Prohibited Conduct

Customer shall not, and shall not permit any Authorized User or third party to:

(a) share, transfer, sell, sublicense, or otherwise make available Customer's account or login credentials to any unauthorized person;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, models, model weights, training data, or underlying structure of the Services or the Platform;

(c) access or use the Services to build, train, or improve any competing product or service, or to benchmark the Services for competitive purposes;

(d) use any automated means to access the Services in excess of the Fair Use Policy or in a manner not expressly permitted;

(e) introduce any virus, worm, Trojan horse, ransomware, or other malicious code;

(f) attempt to gain unauthorized access to any systems, networks, servers, or accounts;

(g) interfere with or disrupt the integrity, performance, security, or availability of the Services;

(h) use the Services for any illegal, fraudulent, deceptive, harmful, harassing, threatening, defamatory, or otherwise objectionable purpose;

(i) use the Services to generate, store, or distribute content that violates any law or infringes any third-party right;

(j) circumvent, disable, or interfere with any security features, rate limits, or access controls;

(k) remove, alter, or obscure any proprietary notices, trademarks, or branding.

13.3 Fair Use and Rate Limiting

Customer's use of the Services is subject to the Fair Use Policy. If Customer exceeds applicable usage limits, Central AI may throttle, suspend, or terminate Customer's access, or require Customer to upgrade.

13.4 Right to Investigate and Enforce

Central AI may investigate any suspected violation and take any action it deems appropriate, including issuing warnings, suspending or terminating accounts, removing Content, restricting access, reporting to law enforcement, and pursuing legal remedies.

13.5 Prohibited High-Risk Uses

Customer shall not use the Services, and shall not configure the AI Features, for any of the following high-risk applications without first executing a separate written agreement with Central AI that expressly authorizes such use:

(a) Medical, mental health, or clinical decision-making, including diagnosis, treatment, triage, dosing, or any application where AI Output could foreseeably influence patient care;

(b) Emergency services or crisis response, including 911 dispatch, suicide hotlines, domestic violence hotlines, or any safety-of-life application;

(c) Employment, housing, lending, insurance, or education decisions, where the Output would constitute a "consequential decision" or "automated decision-making" under federal, state, or foreign law (including the EU AI Act, the Colorado AI Act, and analogous frameworks);

(d) Criminal justice or law enforcement applications, including risk assessment, surveillance, biometric identification, or evidence generation;

(e) Financial trading decisions with respect to securities, commodities, derivatives, or digital assets;

(f) Autonomous control of physical systems capable of causing bodily harm (vehicles, weapons, industrial equipment, medical devices);

(g) Generation of synthetic media intended to impersonate real persons without their consent, or content prohibited under election integrity, deepfake, or non-consensual intimate imagery laws; or

(h) Any other use that Central AI's Acceptable Use Policy identifies as prohibited or high-risk.

Customer interested in any of the above applications must contact support@trycentral.com to discuss a Master Services Agreement. Central AI may suspend or terminate any account engaged in a prohibited high-risk use without notice and without liability, and Customer indemnifies the Central AI Parties for all Claims arising from such use under Section 9.

13.6 Non-Solicitation of Central AI Personnel

During the term of these Terms and for a period of twelve (12) months following termination, Customer shall not, directly or indirectly, solicit for employment, hire, engage as an independent contractor, or otherwise retain the services of any employee, contractor, or agent of Central AI or its affiliates (including Wing AI Technologies, Inc.) with whom Customer had material contact in connection with the Services, without Central AI's prior written consent. General employment advertisements not specifically directed at Central AI personnel are not a violation of this Section. If Customer breaches this Section, Customer shall pay Central AI, as liquidated damages and not a penalty, an amount equal to fifty percent (50%) of the relevant individual's annual compensation at the time of solicitation.

13.7 Customer Use of APIs and SDKs

Central AI provides one or more application programming interfaces (the "API") and software development kits (each, an "SDK") that allow Customer to programmatically interact with the Services, send events or telemetry, configure features, and integrate Central AI functionality into Customer's own systems. Customer's use of the API and any SDK is governed by these Terms and, where applicable, additional API-specific terms, schema, or documentation that Central AI may publish from time to time. In particular:

(a) API Keys and Credentials. Customer is solely responsible for the security and confidentiality of all API keys, tokens, bearer credentials, and other authentication material issued by Central AI. Customer is liable for all activity occurring under its API credentials, including activity by unauthorized third parties who obtain access through Customer's failure to secure such credentials. Customer shall promptly rotate compromised credentials and notify Central AI of any actual or suspected compromise.

(b) Rate Limits and Fair Use. API and SDK usage is subject to the Fair Use Policy and any rate limits, request quotas, payload size limits, concurrency limits, or throttling that Central AI may impose. Central AI may modify these limits at any time without notice. Sustained excessive, abusive, or anomalous usage may result in throttling, suspension, additional charges, or termination.

(c) Permitted Use. The API and SDK may be used only to (i) interact with Customer's own account, (ii) send events and data that Customer has the lawful right to send, and (iii) build internal integrations consistent with these Terms. Customer shall not use the API or SDK to (A) scrape, harvest, mirror, or replicate the Services, (B) build, train, benchmark, or improve any product or model that competes with Central AI, (C) circumvent any Service limitation, security control, or paid-feature gate, (D) provide functionality to third parties as if it were Customer's own offering, except under an executed white-labeling agreement per Section 15.4, or (E) violate any applicable law.

(d) Customer-Sent Data and Events. Customer is solely responsible for the accuracy, completeness, lawfulness, provenance, and necessary consents associated with any events, telemetry, data, or content sent to Central AI through the API or SDK. Customer represents and warrants that it has all rights, permissions, and consents required to send such data, and indemnifies the Central AI Parties under Section 9 for any third-party claim arising from Customer-sent data.

(e) Changes; Deprecation; Backwards Incompatibility. Central AI may add, modify, version, deprecate, or discontinue the API, any SDK, or any endpoint, method, schema, parameter, or feature thereof at any time, with or without notice. Customer is solely responsible for maintaining and updating its integrations. Breaking changes, deprecations, and version sunsets are not grounds for refund, credit, or termination for cause.

(f) Separate API Terms. Central AI may publish additional API-specific terms of use, developer terms, or use restrictions ("API Terms"). In the event of conflict between these Terms and the API Terms, the API Terms control with respect to use of the API and SDK.

(g) No Reliance on Undocumented Behavior. Customer shall not rely on, integrate against, or productize any undocumented endpoint, response field, error code, or behavior of the API or SDK. Central AI may change undocumented behavior at any time without notice.

14. Account Management and Security

14.1 Account Security

Customer is responsible for maintaining the security and confidentiality of all account credentials. Customer shall immediately notify Central AI of any unauthorized access.

14.2 Account Actions

Central AI may, in its sole discretion:

(a) suspend, restrict, or terminate Customer's account or access;

(b) remove, disable, or restrict access to any Content;

(c) modify or discontinue any features or functionality;

(d) take any other action Central AI deems necessary.

15. Intellectual Property

15.1 Central AI Ownership

All right, title, and interest in and to the Platform, the Services, all software, models, algorithms, APIs, user interfaces, designs, Documentation, Intellectual Property Rights, trade secrets, know-how, and any enhancements, modifications, derivative works, and improvements thereto are and shall remain the exclusive property of Central AI and its licensors.

15.2 Restrictions on Use

Customer shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, redistribute, sublicense, sell, lease, or create derivative works based on any Central AI intellectual property, except as expressly authorized.

15.3 DMCA and Intellectual Property Complaints

If you believe that any Content available through the Services infringes your copyright or other intellectual property rights, please submit a notice to our designated agent at legal@trycentral.com with the information required under the Digital Millennium Copyright Act.

15.4 White-Labeling, Resale, and Rebranding

Customer shall not white-label, rebrand, resell, sublicense, redistribute, OEM, embed, or hold out the Services (in whole or in part, including the AI Receptionist, Outbound Caller, AI Executive Assistant, Central CRM, or any other feature) as Customer's own product, as a product of any third party, or as a product provided by anyone other than Central AI, without first executing a separate written white-labeling, OEM, or reseller agreement with Central AI. White-labeling is available subject to additional terms, fees, technical requirements, brand and content approvals, and minimum commitments; Customers interested in white-labeling must contact support@trycentral.com.

Any use of the Services in a white-labeled, rebranded, resold, or sublicensed manner without an executed separate agreement constitutes a material breach of these Terms and grounds for immediate termination, in addition to injunctive relief and any other remedies available to Central AI at law or in equity. Customer indemnifies the Central AI Parties under Section 9 for all Claims arising from unauthorized white-labeling, resale, or rebranding.

16. Subscription, Billing, and Payment

16.1 Recurring Billing and Trial Conversion

By purchasing a subscription, Customer authorizes Central AI to charge Customer's payment method on a recurring basis at the then-current rate. Subscription terms automatically renew unless Customer cancels at least twenty-four (24) hours before the end of the current billing period in accordance with Section 16.2.

If Customer signs up for a free trial, evaluation period, or promotional pricing, Customer's subscription will automatically convert to a paid, recurring subscription at the end of the trial or promotional period at the then-current standard rate, charged to the payment method Customer provided at signup, unless Customer cancels in accordance with Section 16.2 before the trial or promotional period ends. By starting a free trial, Customer authorizes such conversion and the resulting recurring charges.

16.2 Cancellation Procedure — In-App Only

Cancellations are only honored when initiated and completed by Customer through the billing section of the Central app. Cancellation requests sent by email (including to support@trycentral.com, legal@trycentral.com, or any other Central AI address), by telephone, by chat, by mail, or through any channel other than the in-app billing flow will not be honored and will not stop or reverse the next billing cycle. Email communications to Central AI personnel are subject to delay and do not constitute, and shall not be construed as, notice of cancellation.

As a limited accommodation and in Central AI's sole discretion, Central AI may process a manual cancellation for a Customer who (a) has demonstrably lost access to the account, and (b) has completed Central AI's identity verification process. Central AI is under no obligation to provide this accommodation and may decline for any reason.

A subscription shall not be considered cancelled — and Customer shall remain obligated to pay all subscription fees as they become due — until Central AI delivers a written confirmation of cancellation to Customer. Customer is responsible for retaining proof of in-app cancellation. The burden of proving cancellation rests on Customer.

16.3 All Sales Final

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE. All payments are final and non-refundable, including in cases of partial use, unused subscription time, account inactivity, failure to cancel before renewal, dissatisfaction with the Services, downgrading of Service Plan, modification or discontinuation of features, termination for breach, or any other reason. Central AI reserves the right to issue refunds, credits, or adjustments in its sole and absolute discretion, but is under no obligation to do so.

16.4 Price Changes

Central AI may modify subscription fees at any time. Central AI will use commercially reasonable efforts to provide at least thirty (30) days' notice of material price increases. Continued use after the effective date constitutes acceptance. Customer's sole remedy is to cancel before the next billing period.

16.5 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, excise, value-added, withholding, and other taxes, other than taxes based on Central AI's net income.

16.6 Failed Payments and Suspension

If payment fails, is declined, or is disputed, Central AI may suspend or terminate access, charge late fees or interest at the rate of 1.5% per month (or the maximum permitted by law), and pursue collection through any available means.

17. Term and Termination

17.1 Term

These Terms are effective from the date Customer first accesses or uses the Services and continue until terminated.

17.2 Termination by Customer

Customer may terminate by cancelling the subscription in accordance with the in-app cancellation procedure described in Section 16.2 and ceasing all use of the Services. Cancellation is not effective until Central AI provides written confirmation. Cancellation does not entitle Customer to any refund of fees previously paid.

17.3 Termination by Central AI

Central AI may suspend or terminate Customer's access at any time, with or without cause, with or without notice, including where:

(a) Customer breaches any provision of these Terms;

(b) Central AI detects or suspects misuse, abuse, fraud, or suspicious activity;

(c) termination is required by law, regulation, court order, or governmental request;

(d) Central AI determines that continued provision of the Services is no longer appropriate.

17.4 Data Export Window

For a period of thirty (30) calendar days following termination (the "Export Window"), Customer may request a one-time export of its Customer Data in a commercially reasonable format. Customer must initiate any export request in writing to support@trycentral.com during the Export Window. After the Export Window, Central AI may delete all Customer Data without further obligation. The Export Window does not apply where termination results from Customer's material breach of Section 13.2 or applicable law.

17.5 Effect of Termination

Upon termination: (a) all licenses and rights granted to Customer terminate; (b) Customer shall cease all use of the Services; (c) subject to the Export Window, Central AI may delete all Customer Data and Content; and (d) all provisions that by their nature should survive termination shall survive, including Sections 4 (Data Use), 5 (Data Collection), 6 (Credentials), 8 (Disclaimers and Liability), 9 (Indemnification), 10 (Telecommunications), 11 (Compliance), 12 (Government Requests), 13.5 (Prohibited High-Risk Uses, with respect to claims arising during the term), 13.6 (Non-Solicitation, for the period stated therein), 13.7 (API and SDK obligations, with respect to claims arising during the term), 15 (Intellectual Property, including the white-labeling prohibition), 16 (any unpaid fees and the no-refund provision), 18 (Assumption of Risk), 19 (Dispute Resolution), 20 (Governing Law), 21 (Confidentiality), and 23 (Data Loss).

18. Assumption of Risk

Customer expressly acknowledges and assumes all risks associated with the use of AI-powered services, including the risk that AI Features may produce inaccurate, incomplete, biased, offensive, or otherwise flawed Output, and the risk that autonomous actions performed by the AI Features may have unintended consequences. Customer's use of the Services constitutes a knowing and voluntary assumption of these risks. This Section 18 supplements (and does not limit) Sections 3.2, 8, and 9.

19. Dispute Resolution and Arbitration

19.1 Mandatory Notice and Opportunity to Cure

Before initiating any arbitration, lawsuit, claim, demand, chargeback, or other formal proceeding against any Central AI Party, Customer must first provide Central AI with written notice of the alleged breach or claim by email to legal@trycentral.com (the "Cure Notice"). The Cure Notice must:

(a) identify Customer and the relevant account;

(b) describe the nature and factual basis of the alleged breach or claim with reasonable specificity;

(c) identify the specific provision(s) of these Terms allegedly breached, if any; and

(d) set forth the specific relief sought.

Central AI shall have thirty (30) calendar days from receipt of a compliant Cure Notice to investigate, respond, and, in its discretion, cure the alleged breach or offer remediation. Customer agrees that no arbitration, lawsuit, chargeback, public statement, or other formal claim may be commenced or pursued during the 30-day cure period, and that compliance with this Section is a condition precedent to Customer's right to seek any remedy whatsoever. Any claim brought without first complying with this Section shall be dismissed or stayed pending compliance, and Customer shall be liable for Central AI's reasonable attorneys' fees and costs incurred in enforcing this provision. All offers, communications, and conduct during the cure period are confidential, privileged, and inadmissible as evidence of liability.

19.2 Binding Arbitration

IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH THE MANDATORY NOTICE AND CURE PROCESS IN SECTION 19.1, ALL DISPUTES, CLAIMS, AND CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE PLATFORM, OR ANY CONTENT (INCLUDING ANY DISPUTE REGARDING THE EXISTENCE, INTERPRETATION, PERFORMANCE, BREACH, ENFORCEABILITY, OR VALIDITY OF THESE TERMS) SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES (OR, FOR INDIVIDUAL CONSUMERS, ITS CONSUMER ARBITRATION RULES). THE ARBITRATION SHALL BE CONDUCTED BY ONE (1) NEUTRAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN TECHNOLOGY AND COMMERCIAL CONTRACT DISPUTES. THE ARBITRATION SHALL TAKE PLACE IN WILMINGTON, DELAWARE (OR REMOTELY, AT THE ARBITRATOR'S DISCRETION), AND SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE. JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

19.3 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER FORM OF REPRESENTATIVE OR MULTI-PARTY PROCEEDING. ALL CLAIMS AND DISPUTES MUST BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY.

19.4 Coordinated Filings and Batched Arbitration

If twenty-five (25) or more substantially similar arbitration demands are filed against any Central AI Party by or with the assistance of the same law firm, counsel, or coordinated group of claimants within a sixty (60) day period, the parties agree that such demands shall proceed in batches of no more than fifty (50) cases at a time, with each batch consisting of a representative sample selected jointly by the parties (or, failing agreement, by the arbitrator). The remaining cases shall be stayed pending resolution of the initial batch. The parties shall use the outcomes of resolved batches to inform good-faith settlement of remaining cases. The parties further agree that AAA's mass arbitration procedures, where available, shall govern any such coordinated proceedings. This Section is intended to preserve the parties' agreement to individual arbitration while preventing the use of mass filings as a means of coercing settlement irrespective of merit.

19.5 Arbitration Opt-Out

Customer may opt out of the binding arbitration provision (but not the class action waiver, governing law, or cure-notice obligation) by sending written notice to legal@trycentral.com within thirty (30) days of first accepting these Terms. The opt-out notice must include Customer's name, address, email address associated with the account, and a clear statement that Customer wishes to opt out of arbitration.

19.6 Confidentiality of Proceedings

All aspects of any arbitration proceeding, including its existence, any discovery, any ruling or award, and any communications between the parties, shall be strictly confidential.

19.7 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information. Small claims court actions that qualify under applicable rules may also be brought in the appropriate small claims court.

19.8 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER ACCRUAL. OTHERWISE, IT IS PERMANENTLY BARRED.

20. Governing Law and Jurisdiction

These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. To the extent any dispute is not subject to arbitration under Section 19, Customer irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waives any objection based on inconvenient forum or improper venue.

21. Confidentiality

Each party may receive confidential information of the other party. The receiving party shall not disclose such information except as required by law or as necessary to perform its obligations hereunder, and shall use at least the same degree of care to protect such information as it uses for its own confidential information, but in no event less than reasonable care. Central AI's confidential information includes the Platform, the Services, all software, algorithms, models, pricing, and business plans. Customer's confidential information includes Customer Data, subject to the licenses in Section 4.

22. Force Majeure

Central AI shall not be liable for any failure or delay resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, cyber attacks, denial of service attacks, internet or telecommunications failures, power outages, government actions, civil unrest, labor disputes, third-party service outages, or failures of third-party AI model providers.

23. Data Loss and Security Incidents

23.1 Customer Responsibility for Backups

Customer is responsible for maintaining independent backups of all Customer Data critical to its business.

23.2 Security Incident Response

In the event of a security incident affecting Customer Data, Central AI shall use commercially reasonable efforts to investigate, mitigate, and (where required by applicable law) provide notification. Central AI's notification obligations are limited to those required by applicable data breach notification laws. Liability for security incidents is governed by Section 8.

24. Miscellaneous Provisions

24.1 Entire Agreement; No Reliance

These Terms, together with the Privacy Policy, Acceptable Use Policy, Fair Use Policy, and any applicable Order Forms or separately executed agreements (BAA, DPA, MSA), constitute the entire agreement between Customer and Central AI and supersede all prior or contemporaneous communications, representations, understandings, and agreements, whether oral or written. Customer represents that it has not relied on any statement, representation, or promise other than those expressly set forth in these Terms.

24.2 Amendments

Central AI reserves the right to modify these Terms at any time. Material changes will be communicated via email, in-app notification, or posting on the Platform. Customer's continued use after the effective date constitutes acceptance.

24.3 Assignment

Customer may not assign or transfer any rights or obligations without Central AI's prior written consent. Central AI may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale.

24.4 Severability

If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

24.5 No Waiver

No failure or delay in exercising any right shall constitute a waiver.

24.6 Relationship of the Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship.

24.7 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns, except that the Central AI Parties are intended third-party beneficiaries of the disclaimers, limitations of liability, and indemnification provisions herein.

24.8 Notices

All notices shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier. Notices to Central AI shall be sent to: Central AI LLC, Attn: Legal Department, 251 Little Falls Drive, Wilmington, DE 19808, or legal@trycentral.com. Notices to Customer shall be sent to the email address on file in Customer's account.

24.9 Headings

Section and subsection headings are for convenience only.

24.10 Electronic Acceptance

Clicking "I Accept," "Agree," or similar buttons, creating an account, or proceeding with the Services constitutes an electronic signature with the same legal force as a handwritten signature.

24.11 No Construction Against Drafter

These Terms shall not be construed against Central AI solely because Central AI drafted them.

24.12 Publicity

With Customer's prior written consent (which may be granted by email), Central AI may include Customer's name and logo on its website and marketing materials to identify Customer as a user of the Services. Customer may withdraw consent at any time on a going-forward basis.

24.13 Survival

All provisions of these Terms that by their nature should survive termination shall survive.

25. Contact Information

For questions, concerns, or notices regarding these Terms:

Central AI LLC A subsidiary of Wing AI Technologies, Inc.

• Legal notices and Cure Notices under Section 19.1: legal@trycentral.com

• All other inquiries (support, billing, privacy requests, training opt-out, enterprise, BAA, DPA, MSA, security): support@trycentral.com

• Trust, security documentation, and sub-processor list: https://trust.trycentral.com

• Mail: 251 Little Falls Drive, Wilmington, DE 19808

• Website: https://trycentral.com

BY PROCEEDING WITH THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE IN THEIR ENTIRETY, UNDERSTAND THEIR CONTENTS, AND AGREE TO BE BOUND BY THEIR PROVISIONS, INCLUDING THE MANDATORY CURE-NOTICE OBLIGATION, BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER, LIABILITY LIMITATIONS, AND DATA USAGE PROVISIONS (INCLUDING AI MODEL TRAINING) SET FORTH HEREIN.