Terms & Conditions
Updated April 15, 2026
The Order Form is an agreement between the Customer and Ceros, subject to these terms and conditions (the “Terms”; together with the terms and conditions on the face of the Order Form and each exhibit or schedule attached hereto or incorporated herein by reference, the “Agreement”). This Agreement constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter hereof. The Agreement expressly limits Customer’s acceptance to the terms of the Agreement. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer’s general terms and conditions of purchase or any other document issued by Customer in connection with this Agreement.
In addition to these Terms, your use of the Ceros Platform is governed by our Privacy Policy at https://www.ceros.com/privacy-policy/, which explains how we collect, use, and share information about you. We may update the Privacy Policy from time to time, upon notice to you, and such updates will be effective upon posting on the Ceros Platform. Your continued use of the Ceros Platform after any updates constitutes your acceptance of the revised Privacy Policy.
1. Definitions.
Capitalized terms not otherwise specified on the Order Form or in this Agreement have the following meanings:
“AI Features” mean products, features, or tools as part of the Subscription Services that are powered by artificial intelligence, machine learning, or similar technologies.
“Ceros,” “we” or “us” means (i) Ceros, Inc., a Delaware corporation if the Customer is located in North or South America and (ii) Ceros Crowd Fusion, Ltd. in any other case.
“Ceros Platform” means an ASP computer system or platform called “Ceros”, wholly owned by Ceros, including all of its design and content creation, marketing and sales applications, tools and elements, and all improvements, enhancements, developments, and derivative works thereof (excluding the end user experiences built by Users using the Ceros Platform).
“Commencement Date” means the Subscription Commencement Date indicated on the Order Form.
“Confidential Information” means all information of a party disclosed to the other party, whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, any pricing information, any proprietary materials provided, including product plans, technology and technical information, business and marketing plans and business processes disclosed by such party. This Agreement imposes no obligation upon the receiving party with respect to Confidential Information that: (i) was in possession of the receiving party without restriction before receipt from the disclosing party; (ii) is or becomes publicly available without breach of this Agreement; (iii) is independently developed by the receiving party; (iv) is rightfully received by the receiving party from a third party without obligation of confidentiality; or (v) is disclosed by the receiving party with the disclosing party’s prior written approval.
“Customer Data” means all information that you submit or collect via the Subscription Service.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service, including, without limitation any posted data, text, links, video files, photos, or any other content. Customer Materials includes any end-user experiences built by Users using the Ceros Platform.
“Initial Term” means the initial term of this Agreement specified on the Order Form.
“Intended Purpose” means the production, publication and hosting of online magazines, brochures, catalogues, and other interactive content experiences in the format dictated by the requirements of the Ceros Platform.
“Intellectual Property Rights” means copyrights, rights in the nature of copyright, trademarks, service marks, database rights, design rights, inventions, patents, applications or registrations or any of the foregoing, renewals and extensions of any of the foregoing, rights in respect of confidential information, and all other intellectual property and intangible rights of any description in any part of the world, whether now known or in the future created.
“Order Form” means the Order form executed by Ceros and Customer, including any subsequent agreed amendment, revision or replacement, detailing the Subscription Service and additional features for which you have subscribed.
“Renewal Term” means the period by which the Subscription Services will renew following the Initial Term.
“Sensitive Information” means personally identifiable information (PII) or other data that is subject to heightened privacy or security protections under applicable laws, regulations, or industry standards. This includes, without limitation: (i) financial information, such as credit or debit card numbers and account information; (ii) government-issued identifiers, such as Social Security numbers, passport numbers, and driver’s license numbers; (iii) health or medical information; (iv) racial or ethnic origin; and (v) any other information that is subject to applicable privacy or security laws or industry standards, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), Payment Card Industry Data Security Standards (PCI DSS), the California Consumer Privacy Act (CCPA), and the General Data Protection Regulation (GDPR).
“Subscription Fee” means: the aggregate fees set forth on the Order Form, which may be adjusted
on a pro rata basis to account for the portion of the Term actually remaining if the purchase occurs after the start of a billing period or Term.
“Subscription Service” means our web-based design and content creation, marketing and sales applications, tools and platform that you have subscribed to by an Order Form, and developed, operated, and maintained by us within the Ceros Platform.
“Term” means the term of this Agreement, including each Renewal Term.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“You” or “Customer” means the person or entity identified in the applicable account or Order Form as the customer.
2. The Subscription Service.
2.1. Access. During the Term, we will provide you access to and use of the Ceros Platform for the Intended Purpose, and for no other purpose, in accordance with this Agreement.
2.2. Limits. Limits will apply to the number of seats, as specified in the Order Form. We will monitor or audit remotely the number of seats active in the Subscription Service. This information is also accessible to you in the Admin Section of your Ceros Account. Use in excess of the specified number of seats may result in an increase in the applicable Subscription Fee, if agreed to by the parties, or in the restriction of Customer’s use of the Ceros Platform, in accordance with this Agreement.
2.3. Modifications. We may modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. We will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Term.
2.4. AI Features. Customer’s use of AI Features is subject to the additional AI Features Terms and Conditions available at https://www.ceros.com/ai-features-terms-conditions/. Ceros does not use Customer Data or Content to train third-party AI models or to provide services to other customers. AI-generated outputs are governed exclusively by the AI Features Terms and Conditions and, unless expressly stated otherwise therein, are not considered Customer Materials or Customer Data under this Agreement. AI Features may be disabled upon Customer’s request.
2.5. MarkUp. Customer’s use of MarkUp is governed by additional Terms and Conditions at https://www.markup.io/terms-and-conditions/.
2.6. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.
3. Support and Availability.
Support services may be included with your subscription as specified in the applicable Order Form. Ceros’ obligations regarding support and service levels are set forth in the Service Level Agreement available at https://www.ceros.com/service-level-agreement/. Ceros will use commercially reasonable efforts to make the Subscription Service available 24 hours per day, 7 days per week, except for planned maintenance and circumstances beyond Ceros’ reasonable control. Uptime targets or commitments apply only as expressly set forth in the applicable Service Level Agreement.
4. Fees and Payments.
4.1. Subscription Fees. The Subscription Fee is payable by you, and fully earned by us, on the Commencement Date and the first day of each Renewal Term thereafter, for so long as this Agreement continues.
4.2. Payment by credit card. If you are paying by credit card or electronic funds transfer, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Term and any Renewal Term and any other amounts owing under this Agreement, from time to time. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4.3. Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Term and at the beginning of each subsequent Renewal Term; Subscription Fees are due and payable on the date of invoice, unless otherwise specified in the Order Form.
4.4. Payment Information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. In the event that payment is not made in accordance with this Agreement, you will remain liable to make payment but we reserve the right to terminate or restrict the Subscription Service until payment is made.
4.5. Sales Tax. All fees are exclusive of any applicable sales taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service, including all sales, use, value-added, transfer, and telecommunications taxes. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.
4.6. Late Payments. Customer shall pay interest on all late payments at the lesser of (i) 1.5% per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Ceros for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
5. Subscription Renewal.
This Agreement may be renewed or extended by the mutual agreement of Ceros and the Customer or as otherwise specified in the applicable Order Form. Each Renewal Term is subject to this Agreement.
6. Ceros Proprietary Rights.
6.1. This is an Agreement for access to and use of the Subscription Service, solely during the Term, and you are not granted a license to any software by this Agreement. The Subscription Service is protected by intellectual property laws. By using the Ceros Platform you acknowledge and agree that Ceros is the owner of all Intellectual Property Rights relating to the Ceros Platform and any other materials provided or made available to you under this Agreement. Nothing in this Agreement shall transfer any ownership or proprietary interest in Ceros’ Intellectual Property Rights to you.
6.2. We retain all ownership rights in the Subscription Service. You agree not to copy, rent, lease, sell, distribute, alter, or create derivative works based on the Ceros Platform or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by us. Ceros and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.
6.3. We encourage all customers to comment on the Subscription Service, and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service, without payment to you.
7. Customer’s Proprietary Rights; Aggregation of Data.
7.1. As between you and us, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data.
7.2. Ceros monitors the use of the Ceros Platform by all customers and may use such data to measure and analyze usage and performance of the Ceros Platform and for its internal business purposes, including improving, testing and providing services. Ceros may disclose such data only in a de-identified or aggregate form not specifically identifying Customer, or including any Customer Data, Customer Materials, or the Customer’s Confidential Information.
7.3. We will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in accordance with applicable regulatory requirements.
8. Conditions of Use.
By using the Ceros Platform, you agree to the following conditions of use:
8.1. You shall use it solely for the Intended Purpose, during the Term, and in accordance with all limitations and requirements set out in this Agreement and all applicable laws. You are solely responsible for all activity associated with your account, including all Customer Materials.
8.2. You represent and warrant that all Customer Materials that you post to the Subscription Service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity.
8.3. You will not use the Subscription Service to store, process, or transmit Sensitive Information. You are solely responsible for compliance with applicable data protection and privacy laws.
8.4. You are solely responsible for maintaining independent copies of all Customer Materials. Except as explicitly provided for under this Agreement, Ceros does not guarantee the availability, integrity, or recoverability of any Customer Materials.
8.5. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately upon any unauthorized use. You may be liable for any losses or damages caused by unauthorized use of your account, except to the extent such losses result from our gross negligence or willful misconduct.
8.6. You shall not use the Subscription Service for any illegal or unauthorized purpose.
8.7. You shall not attempt to hack, destabilize or adapt the Ceros Platform or its source code, or transmit worms, viruses or any code of a destructive nature to the Ceros Platform or its users.
8.8. You shall not, without our prior express written permission, use any high volume automated means (including but not limited to robots, spiders and scripts) to access the Ceros Subscription Service.
8.9. You are solely responsible for obtaining and maintaining all equipment and services needed for access to and use of the Ceros Platform and for paying all charges related to them.
9. Publicity.
You grant us the right to use your company name and logo to identify you as a customer on our website and in customer lists, subject to your brand guidelines. Any additional use of your content will be subject to your prior written approval.
10. Confidentiality.
Each party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as they protect their own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms.
11. Indemnification.
11.1. Ceros will indemnify, defend and hold Customer harmless against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Customer (and its officers, directors, employees, or agents) by a third party to the extent that such Action is based upon or arises out of any infringement, misuse, or misappropriation of third party intellectual property by Ceros in the performance of this Agreement.
11.2. You will indemnify, defend and hold us harmless against any Action brought against us (and our officers, directors, employees, or agents) by a third party to the extent that such Action is based upon or arises out of (i) your negligence or misconduct in the use of the Ceros Platform, or (ii) your use of Third-Party Products.
11.3. A party seeking indemnification shall (i) provide written notice within 30 days of becoming aware of any such claim; (ii) give the indemnifying party sole control of the defense or settlement of such a claim; and (iii) provide the indemnifying party (at its expense) with any and all information and assistance reasonably requested to handle the defense or settlement of the claim. An indemnifying party shall not accept any settlement that (1) imposes an obligation on the indemnified party; (2) requires the indemnified party to make any admission; (3) imposes liability not covered by these indemnifications; or (4) places any restrictions on the indemnified party, in each case without prior written consent.
12. Warranties; Disclaimers; Limitations of Liability.
12.1. Each party represents and warrants to the other that (a) it has full power and authority to enter into this Agreement; (b) the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate or organizational action; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against such party in accordance with its terms; and (d) the execution and performance of this Agreement does not and will not conflict with or violate any applicable law, regulation, order, or any agreement to which such party is bound.
12.2. Except as explicitly provided for under this Agreement, we and our affiliates, agents or representatives make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the Subscription Service. Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the Subscription Service is provided “as is” without warranty or condition of any kind. Ceros disclaims all warranties and conditions of any kind with regard to the Subscription Service, including all implied warranties or conditions of merchantability, or fitness for a particular purpose. We disclaim all liability with respect to Third Party Products.
12.3. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
12.4. If, notwithstanding the other terms of this Agreement, either party is determined to have any liability to the other party or any third party, the parties agree that the aggregate liability of a party will be limited to the total amounts Customer has actually paid for the Subscription Service in the twelve month period preceding the event giving rise to a claim.
13. Termination, Suspension and Expiration.
13.1. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days’ notice to the other party of a material breach of this Agreement, if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
13.2. Suspension. We may suspend your or any User’s access to the Subscription Service if: (i) you fail to pay any undisputed amount due within ten (10) days after notice of non-payment; (ii) your use of the Subscription Service violates applicable law, this Agreement, or infringes (or is alleged to infringe) the intellectual property rights of any third party; or (iii) your use of the Subscription Service causes or is likely to cause harm, including through denial-of-service attacks, security vulnerabilities, excessive bandwidth consumption, or other disruptive activities. Where reasonably practicable, we will provide prior notice of any suspension and limit the suspension to the affected portion of the Service. We will promptly restore access once the underlying issue is resolved.
13.3. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, Customer will immediately cease all use of the Subscription Service. If Customer terminates this Agreement for Ceros’ uncured material breach in accordance with this Agreement, Ceros will refund Customer any prepaid fees covering the period after the effective date of termination. If Ceros terminates this Agreement for Customer’s uncured material breach, all fees due or that would have become due for the remainder of the then-current Term will immediately become due and payable. Unless specifically provided for under this Agreement, Subscription Fees are otherwise non-refundable.
14. Copyright Policy.
We comply with the Digital Millennium Copyright Act (DMCA) and respect the intellectual property rights of others. If you believe that content on the Ceros Platform infringes your copyright, please notify our designated copyright agent at the contact information provided below. Your notice must comply with the requirements of 17 U.S.C. § 512(c)(3). Upon receipt of a valid notice, we may remove or disable access to the allegedly infringing material in accordance with the DMCA and our internal policies.
Designated Agent: Ceros, Inc. Attn: Copyright Agent 228 Park Avenue South, Suite 16327 New York, NY 10003 Email: legal@ceros.com
15. General.
15.1. Amendment and Waiver. Any provision of this Agreement may be modified, amended, or waived only if such modification, amendment or waiver is approved in writing by Ceros and Customer. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
15.2. Contracting Entity and Applicable Law. If you are located in North or South America, then this Agreement is governed by the laws of the State of Delaware, U.S.A. without reference to conflicts of law principles, and the parties consent to the exclusive jurisdiction and venue of the courts in the State of Delaware, U.S.A. for all disputes arising out of or relating to this Agreement. If you are located in any country outside North or South America, then this Agreement is governed by the laws of England without reference to conflicts of law principles, and the parties consent to the exclusive jurisdiction and venue of courts in London, England for all disputes arising out of or relating to this Agreement.
15.3. Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including acts of war, hostility, or sabotage; acts of God; power, internet, or telecommunications outages not caused by the affected party; government restrictions; or other events outside the reasonable control of the affected party. Each party will use reasonable efforts to mitigate the effects of a force majeure event.
15.4. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued.
15.5. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
15.6. Compliance with Laws. Each party will comply with all applicable laws in the provision or use of the Subscription Service. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
15.7. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
15.8. Notices. Notice will be sent to the contact address set forth in the most recent Order Form or applicable billing details (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your email address(es) on record in our account information for you.
15.9. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of any merger, reorganization, sale of all or substantially all of our assets or change of control, or otherwise by operation of law.
15.10. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
15.11. Miscellaneous. Except as expressly provided herein with respect to indemnified parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation or expiration of this Agreement shall continue as valid and enforceable obligations of the parties, notwithstanding any such termination, cancellation or expiration, including without limitation the following sections: Ceros Proprietary Rights; Publicity; Indemnification; Disclaimers, Limitations of Liability; Termination, Suspension and Expiration; and General.
For previous versions of Ceros’ Terms and Conditions please reach out to legal@ceros.com