Last Modified: October 15, 2025
These Terms of Service (this " Agreement") are a binding contract between you (" Customer," " you," or " your") and SerenAI Software, Inc., a Delaware corporation with offices located at 2443 Fillmore St #380-8535San Francisco, CA 94115 (" SerenDB," " we," or " us"). This Agreement governs your access to and use of the Cloud Services. SerenDB and Customer may be referred to herein collectively as the " Parties" or individually as a " Party."
THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the " Effective Date"). BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 13(b) (THE " ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13(c) (THE " CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
a. " Aggregated Data" means data and information related to or derived from Customer Data or Customer's use of the Services that is used by SerenDB in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.
b. " Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
c. " Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.
d. " Documentation" means SerenDB's end user documentation relating to the Services available at serendb.com.
e. " Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
f. " Order" means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through SerenDB's online ordering process, the results of such online ordering process.
g. " Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.
h. " Services" means SerenDB's proprietary hosted software platform, as made available by SerenDB to Authorized Users from time to time.
i. " SerenDB IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, SerenDB IP includes Aggregated Data and any information, data, or other content derived from SerenDB's provision of the Services but does not include Customer Data.
j. " Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Services.
k. " Usage Limitations" means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.
Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, SerenDB will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 14(g)), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. SerenDB shall provide to Customer the necessary access credentials to allow Customer to access the Services.
Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, SerenDB hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.
Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any SerenDB IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from any SerenDB IP; (v) use any SerenDB IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any SerenDB IP for purposes of competitive analysis of SerenDB or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to SerenDB's detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials; or (viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code.
SerenDB reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the SerenDB IP.
Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
During the Subscription Period, SerenDB will use commercially reasonable efforts to provide Customer with basic customer support via SerenDB's standard support channels during SerenDB's normal business hours.
Where paid for services are agreed between SerenDB and Customer per the Order, Customer shall pay SerenDB the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). Fees paid by Customer are non-refundable. If Customer fails to make any payment when due, and Customer has not notified SerenDB in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting SerenDB's other rights and remedies: (i) SerenDB may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse SerenDB for all reasonable costs incurred by SerenDB in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, SerenDB may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
If you are a resident of the European Union or the United Kingdom and subject to applicable consumer protection laws, you acknowledge that by creating a project or initiating use of the SerenDB services during the 14-day statutory withdrawal period, the services will begin immediately at your request. Accordingly, you expressly consent to the immediate provision of the services and acknowledge that you waive your right to cancel the service and receive a refund under applicable consumer protection laws.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on SerenDB's income. To the extent that SerenDB is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, SerenDB may invoice Customer for such taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement.
From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, " Confidential Information"). The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
SerenDB's privacy policy, available at /privacy (" Privacy Policy") is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that it has reviewed the Privacy Policy, and consents to all actions taken by SerenDB with respect to Customer's information in compliance with the then-current version of the Privacy Policy. Customer will ensure that its Customer Data, and its use of such Customer Data, complies with this Agreement and any applicable law. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection, and backup of Customer Data. Customer may not store or process protected health information (as defined in HIPAA) using the Services unless Customer signs a Business Associate Agreement with SerenDB. Customer may not store any payment cardholder information using the Services without SerenDB's prior written approval.
Customer acknowledges that, as between Customer and SerenDB, SerenDB owns all right, title, and interest, including all intellectual property rights, in and to the SerenDB IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
SerenDB acknowledges that, as between SerenDB and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to SerenDB a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for SerenDB to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data. Customer may export the Customer Data at any time through the features and functionalities made available via the Services.
Customer represents, warrants, and covenants to SerenDB that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by SerenDB and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy or other rights of any third party or violate any applicable laws or regulations.
Notwithstanding anything to the contrary, the SerenDB IP is provided "as is" and SerenDB hereby disclaims all warranties, whether express, implied, statutory, or otherwise. SerenDB specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. SerenDB makes no warranty of any kind that the SerenDB IP, or any products or results of the use thereof, will meet Customer's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free.
EXCEPT FOR: (I) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY'S INDEMNITY OBLIGATIONS; OR (III) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT (" EXCLUDED LIABILITIES"), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO SERENDB UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of arbitration provisions in this Agreement. Any disputes arising out of or related to this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, unless you opt out of arbitration within thirty (30) days of accepting this Agreement by emailing us at legal@serendb.com.
By entering into this Agreement, each Party is waiving the right to a trial by jury or to bring, join, or participate in any purported class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member. This applies to all users, regardless of whether you have obtained or used the service for personal, commercial, or other purposes.
This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties. SerenDB may change this Agreement from time to time at its discretion by providing reasonable notice to Customer. If you access or use the Services after such changes take effect, you accept the revised Agreement.
For questions about these Terms of Service, please contact us at legal@serendb.com.
