Centurion Subscription Licence Agreement

1.Parties and interpretation

• 1.1This agreement is between Centurion AI Agent Limited, a company registered in Ireland ("Centurion", "we", "us"), and the individual or entity named on the order ("Customer", "you").
• 1.2"Software" means the Centurion and Sovereign AI Brain software, including the Centurion AI OS, the Brain desktop application, the Mission Deck, the companion Remote application, all updates and all accompanying documentation.
• 1.3"Subscription" means the paid, time-limited right to use the Software described in Schedule A.
• 1.4"Order" means the order, checkout or subscription confirmation accepted by Centurion, which incorporates this agreement by reference.

2.Grant of licence

• 2.1Subject to payment of the applicable fees and to this agreement, Centurion grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software, during the Subscription term, solely for the Customer’s internal business or personal purposes, up to the seat and device limits in Schedule A.
• 2.2The licence is granted per named user. Software activated on a device is bound to that device. A licence may not be shared between users or used concurrently by more than one named user unless the Order expressly says so.
• 2.3Each licence issued under a Subscription remains valid only for the Subscription term. This is a subscription to use the Software; it is not a sale, and no title, ownership or proprietary interest in the Software passes to the Customer.
• 2.4Centurion may offer free, trial or evaluation access. Any such access is provided under this agreement, may be withdrawn at any time, and creates no ongoing right.

3.Restrictions

The Customer must not, and must not permit any third party to:

• (a)copy, reproduce or duplicate the Software, except for a single backup copy consistent with the licence terms;
• (b)sell, resell, rent, lease, lend, sublicense, distribute or otherwise make the Software available to any third party, or use it to provide a commercial service to others, without Centurion’s prior written consent;
• (c)modify, adapt, translate or create derivative works from the Software;
• (d)reverse engineer, decompile, disassemble or attempt to derive the source code or underlying structure of the Software, except to the extent such a restriction is expressly prohibited by applicable law;
• (e)remove, obscure or alter any copyright, trade mark, licence or proprietary notice in the Software;
• (f)circumvent, disable or interfere with any licence enforcement, activation, device-binding or metering mechanism, or use the Software beyond the licensed scope; or
• (g)use the Software in breach of applicable law, or to develop a competing product.

4.Customer data and privacy

• 4.1The Software runs on the Customer’s own hardware. Data the Customer processes with the Software, including memory, documents and conversation records, is stored locally on the Customer’s machine and is not transmitted to or stored by Centurion.
• 4.2Centurion processes Customer contact and billing information as necessary to provide the Subscription, and licence activation and validation signals to operate the licence mechanism. It does not process the Customer’s content.
• 4.3The Customer is the controller of its own content and is responsible for its lawfulness, retention and security, including its own backups. Centurion does not provide data recovery for Customer content.
• 4.4Where the Customer’s use involves personal data, the Customer is responsible for its own compliance, including with the UK GDPR and the EU GDPR.

5.Fees, term, renewal and price changes

• 5.1Fees are stated in euro and are payable monthly in advance, or as otherwise stated in the Order.
• 5.2The Subscription begins on the date of the Order and continues for the period stated, renewing automatically for successive equivalent periods unless either party gives written notice to terminate before the renewal date.
• 5.3Fees are exclusive of VAT and any applicable taxes, which the Customer shall pay in addition.
• 5.4Centurion may change fees for a renewal period on not less than thirty (30) days’ written notice. Continuing the Subscription after that notice takes effect is acceptance of the new fees.
• 5.5All fees paid are non-refundable except where this agreement or applicable law provides otherwise.
• 5.6If a payment fails or is reversed, Centurion may suspend licence activation or access until the position is resolved.

6.Support, updates and availability

• 6.1While the Subscription is current, Centurion will provide the support level stated in the Order (Standard or Priority) and will make updates available to the Customer.
• 6.2Centurion may change, add or withdraw features at its discretion. Updates are provided under this agreement and do not extend or alter the licence granted.
• 6.3Centurion does not warrant uninterrupted or error-free operation, nor that the Software will satisfy any particular requirement.

7.Third-party components

• 7.1The Software incorporates third-party open-source components, which remain subject to their own licences.
• 7.2The required notices are reproduced in THIRD_PARTY_NOTICES.md. Nothing in this agreement limits any right the Customer may have under an applicable third-party licence in respect of those components.
• 7.3To the extent of any conflict between this agreement and a third-party licence in respect of such a component, the third-party licence prevails for that component only.

8.Intellectual property ownership

• 8.1The Software, its source code, architecture, design, documentation and all intellectual property rights in it are and remain the exclusive property of Centurion and its licensors.
• 8.2No rights are granted other than those expressly stated in clause 2. All rights not expressly granted are reserved.
• 8.3The Customer shall not acquire any ownership interest in the Software, by purchase, subscription, use or otherwise.
• 8.4The Customer grants Centurion a non-exclusive, royalty-free licence to use any feedback or suggestion it provides about the Software, without obligation or attribution, and the Customer warrants it has the right to give that licence.
• 8.5Any goodwill arising in Centurion’s trade marks and brand belongs exclusively to Centurion.

9.Confidentiality

• 9.1Each party shall keep confidential the other’s confidential information disclosed under this agreement, and use it only to perform this agreement.
• 9.2The Software’s source code, internal architecture, licence mechanisms and non-public technical detail are the confidential information of Centurion. The Customer shall take reasonable care to protect them.
• 9.3These obligations survive termination and do not apply to information that is or becomes public without breach, is already lawfully held, or must be disclosed by law or a competent authority.

10.Assignment and change of control

• 10.1Centurion may assign, transfer or novate this agreement, in whole or in part, and may transfer the benefit of all Subscriptions, to any person, including in connection with a merger, reorganisation, change of control, or the sale or transfer of all or substantially all of its shares, business or assets.
• 10.2The Customer shall be given reasonable notice of an assignment to the extent required by applicable law, but the Customer’s consent is not required for any assignment by Centurion, and the Customer waives any right to object.
• 10.3The Customer may not assign, transfer, sublicense or otherwise deal with this agreement, the Subscription or any licence under it, in whole or in part, without Centurion’s prior written consent, which Centurion may withhold at its discretion. Any attempted dealing in breach of this clause is void.
• 10.4Where the Customer is a company and undergoes a change of control, this agreement does not automatically transfer, and Centurion may require the incoming entity to enter into a new agreement and to pay the then-current fees.
• 10.5This agreement binds and benefits the parties’ permitted successors and assigns.
• 10.6Centurion may engage subcontractors and affiliates to perform its obligations, and may supply the Subscription through them, without the Customer’s consent.

11.Warranties

• 11.1Centurion warrants that it has the right to grant the licence in clause 2, and that it will provide the support in clause 6 with reasonable skill and care.
• 11.2Save as stated in clause 11.1, and to the fullest extent permitted by law, the Software is provided "as is" and Centurion excludes all other warranties, terms and conditions, express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement.

12.Liability

• 12.1Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
• 12.2Subject to clause 12.1, Centurion is not liable for loss of profit, revenue, anticipated savings, business, opportunity, goodwill, data or content, or for any indirect, special or consequential loss, however arising.
• 12.3Subject to clause 12.1, Centurion’s total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
• 12.4The Customer is responsible for the decisions it makes and the actions it takes on the basis of output produced by the Software, and for maintaining its own backups.

13.Term and termination

• 13.1This agreement runs for the Subscription term and for as long as any Subscription remains current.
• 13.2Either party may terminate the Subscription on the notice stated in the Order, or immediately by written notice if the other commits a material breach it fails to remedy within fourteen (14) days of notice, or becomes insolvent or subject to an insolvency event.
• 13.3Centurion may suspend or terminate the Subscription immediately if the Customer breaches clause 3, clause 9, or clause 10.3, or fails to pay.
• 13.4On termination for any reason, the licence in clause 2 ends. The Customer must stop using and, if required, uninstall the Software. Clauses 3, 4, 8, 9, 10, 11, 12 and 16 survive termination.

14.Verification and audit

• 14.1The Customer shall keep reasonable records of its use of the Software sufficient to verify compliance with this agreement and with the seat and device limits in the Order.
• 14.2On reasonable written notice and not more than once in any twelve-month period (unless a breach is suspected), the Customer shall provide Centurion with information reasonably required to verify that licence use is within scope.
• 14.3If verification shows under-licensing, the Customer shall pay the additional fees due for the period of under-use, backdated to the start of the under-use, together with Centurion’s reasonable verification costs.

15.Export and sanctions

The Customer shall comply with all applicable export control, sanctions and trade laws, and shall not use, export or re-export the Software in breach of them or to any restricted person or territory.

16.Governing law and jurisdiction

• 16.1This agreement and any dispute arising out of it are governed by the laws of Ireland.
• 16.2The courts of Ireland have exclusive jurisdiction, save that Centurion may bring proceedings for injunctive relief, or for the protection of its intellectual property or confidential information, in any competent jurisdiction.

17.General

• 17.1This agreement, with the Order and Schedule A, is the entire agreement between the parties on its subject matter and supersedes any prior understanding.
• 17.2No variation is effective unless in writing and signed by both parties, except as clause 5.4 permits.
• 17.3If a provision is held unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary to make it enforceable.
• 17.4A failure or delay in enforcing a provision is not a waiver of it.
• 17.5Notices must be in writing and sent to the addresses in the Order or to Centurion at support@1human1ai.com.
• 17.6A person who is not a party to this agreement has no right to enforce any of its terms.
• 17.7Centurion may update this agreement for future renewal terms on written notice. Continuing the Subscription after that notice takes effect is acceptance.