Terms of Service

01The agreement

These terms, together with any order form, our privacy policy, and any data processing agreement we sign with you, form the entire agreement between you and Celentra for the service. If an order form conflicts with these terms, the order form controls for that customer.

We may update these terms from time to time. Material changes take effect at the start of your next renewal term, or 30 days after we post them for month-to-month plans, whichever comes first.

02Definitions

• "Service" means the Celentra platform, APIs, integrations, and any documentation or support we provide with them.
• "Customer Data" means the content you upload or generate in the service, including contacts, sequences, messages, and campaign results.
• "Workspace" means the tenant in which your team's data and settings live.
• "Seat" means one named user with access to a workspace.

03Accounts and access

• You must provide accurate registration details and keep them up to date.
• Seats are for named individuals and may not be shared between people. You can reassign a seat when someone leaves the team.
• You are responsible for activity that happens under your credentials, and for keeping those credentials confidential.
• You must be at least 18 years old and legally able to enter into a contract.
• Notify us promptly if you suspect unauthorised access to your workspace.

04Subscriptions, billing, and renewals

• Paid plans are billed per seat, in advance, on a monthly or annual cycle as selected at checkout or in your order form.
• Subscriptions renew automatically for the same term unless cancelled before the end of the current cycle.
• Upgrades take effect immediately and are charged on a prorated basis. Downgrades take effect at the end of the current cycle.
• Usage add-ons such as extra inboxes, enrichment credits, and dedicated IPs are billed on your existing cycle.
• Fees are exclusive of taxes; you are responsible for applicable sales tax, VAT, GST, and withholding.
• Invoices are due on receipt unless your order form specifies net terms. Overdue amounts may accrue interest and we may suspend access after written notice.

05Acceptable use

Celentra is built for legitimate business outreach. You are responsible for the messages you send and for complying with the laws that apply to them, including CAN-SPAM, CASL, the GDPR and ePrivacy rules, and telemarketing regulations in the regions you contact.

You agree not to

• Send unsolicited bulk mail to purchased, scraped, or otherwise unlawfully obtained lists.
• Misrepresent your identity, use deceptive subject lines, or forge headers and sender addresses.
• Ignore unsubscribe requests, or omit a working opt-out and a valid postal address where one is required.
• Send content that is unlawful, defamatory, harassing, fraudulent, or infringing.
• Upload malware, attempt to breach the service, probe it for vulnerabilities without authorisation, or circumvent rate limits and usage caps.
• Resell, sublicense, or provide the service to a third party except as a permitted agency user under an order form.
• Reverse engineer the service, or use it to build a competing product.

We may suspend sending, throttle volume, or terminate a workspace if activity threatens the integrity of shared infrastructure or breaches this section. Where practical we will contact you first.

06Customer data and intellectual property

You own your Customer Data. You grant us a limited licence to host, process, and transmit it solely to provide and support the service, and to comply with the law.

You confirm that you have the rights and, where required, the lawful basis to upload and use the contact data in your workspace, and that our processing on your behalf will not put us in breach of applicable data protection law.

Celentra owns the service, our software, models, branding, and documentation. Feedback you send us is welcome, and we may use it without obligation. We may also use aggregated, de-identified data — which cannot identify you or any individual — to operate and improve the service and to publish benchmarks.

07Third-party integrations

The service connects to third-party tools such as mailbox providers, CRMs, and enrichment vendors. Those tools are governed by their own terms, and their availability is outside our control. Connecting an integration authorises us to exchange data with it on your behalf, and you are responsible for maintaining your rights to use it.

08Confidentiality

Each party may receive non-public information from the other. The receiving party will protect it with at least reasonable care, use it only to perform under this agreement, and share it only with employees and advisers bound by similar duties. These obligations do not apply to information that is public through no fault of the receiver, independently developed, or lawfully obtained elsewhere, and do not prevent disclosure required by law.

09Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care, and in line with any uptime commitment in your order form.

Beyond that, and to the fullest extent permitted by law, the service is provided "as is" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted or error free, that deliverability, reply rates, or pipeline outcomes will reach any particular level, or that enrichment data will always be accurate.

10Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised that such damages are possible.

Each party's total aggregate liability arising out of this agreement is limited to the fees you paid or owed for the service in the 12 months before the event giving rise to the claim. Nothing in this section limits liability that cannot be excluded by law, including fraud, death, or personal injury caused by negligence.

11Indemnification

You will defend and indemnify Celentra against third-party claims arising from your Customer Data, your outreach messages, or your breach of the acceptable use section. We will defend and indemnify you against third-party claims that the service, as provided by us and used in line with this agreement, infringes their intellectual property rights. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence.

12Term and termination

• This agreement runs for as long as you have an active workspace or order form.
• Either party may terminate for material breach that is not cured within 30 days of written notice.
• You may cancel a self-serve plan at any time from workspace settings; access continues until the end of the paid term.
• On termination, your workspace becomes read-only and Customer Data is available for export for 30 days, after which it is deleted or anonymised in line with our privacy policy.
• Sections on fees owed, confidentiality, intellectual property, disclaimers, liability, and indemnification survive termination.

13Changes to the service

We improve the service continuously and may add, change, or remove features. We will not materially reduce the core functionality of a paid plan during a term without notifying you. Deprecations of published APIs come with at least 90 days' notice where reasonably practical.

14Governing law and disputes

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

Before filing a claim, the parties agree to try in good faith to resolve the dispute informally for 30 days after written notice.

15General

• Neither party may assign this agreement without consent, except to a successor in a merger or sale of substantially all assets.
• Neither party is liable for delays caused by events beyond its reasonable control.
• If a provision is held unenforceable, the rest of the agreement remains in force.
• Failure to enforce a provision is not a waiver of the right to enforce it later.
• The parties are independent contractors; nothing here creates a partnership or agency.

16Contact us

Questions about these terms, order forms, or procurement paperwork can go to legal@celentra.io, or Celentra, Legal, 1 Harbour Street, Suite 400, San Francisco, CA 94111, United States.