CANTOR LABS GLOBAL LEGAL GOVERNANCE — CDX-TOS-2026-V1

Terms of Service

Cantor Labs & CDX Engine Official Cloud Platform and Middleware Terms of Service

Last Updated: September 7, 2026 | Effective Date: September 7, 2026
📌 Summary of Core Guarantees:
1. 100% On-Premises Zero Data Retention (ZDR): Middleware operates locally in-memory; customer prompts and conversation payloads are never transmitted to external servers.
2. Trade Secret Protection: Reverse engineering, decompilation, and competitive benchmark dissemination are strictly prohibited.
3. Standard Commercial Tiers: Developer Free ($0), Team ($499/mo), Business ($1,499/mo), and Enterprise Sovereign with SLA availability commitments.

Section 1. Purpose & Scope

These Terms of Service ("Terms") govern access to and use of the services, software, APIs, SDKs, Docker sidecars, developer portals, and documentation (collectively, the "Service") provided by Cantor Labs (Representative: Oh-dong-kyu, "Company"). By accessing or utilizing the Service, you ("Customer" or "Licensee") agree to be bound by these Terms.

Section 2. Definitions

Section 3. Account Registration & API Key Security

1. Customer must maintain accurate and complete account credentials.
2. Customer is solely responsible for maintaining the confidentiality and security of issued API keys and license tokens. Any actions taken under Customer's credentials shall be deemed the authorized actions of Customer.

Section 4. Commercial Tiers & License Quotas

Company offers four standard commercial tiers as detailed on the official portal:

Section 5. Billing, Invoicing & Cancellation Policy

1. Online Card Subscriptions: Team and Business subscriptions are billed in advance on a recurring monthly or annual basis via global payment processors (e.g., Stripe, Inc.) and automatically renew until cancelled.
2. Korean Corporate Accounts: National Tax Service (NTS) standard electronic tax invoices (KRW, Net 30 Days wire transfer) are provided exclusively to businesses registered in the Republic of Korea.
3. International Corporate Accounts: Invoiced in USD on a Net 30 Days commercial invoice basis (SWIFT/Wire Transfer or automated card processing), exempt from Korean domestic tax invoicing.
4. Statutory Digital Content Refund Notice: Under applicable digital commerce and consumer protection laws (including Article 17 of the Korean E-Commerce Act and EU Consumer Rights Directive), the statutory right of withdrawal or refund is restricted once performance has commenced (i.e., upon initial API invocation or license key activation). Unused licenses may be cancelled for a 100% full refund within seven (7) days of initial purchase.
5. Taxes & Foreign Withholding: All fees are strictly net and exclusive of applicable sales, use, value-added (VAT), goods and services (GST), customs, or foreign withholding taxes. All payments shall be remitted to Company in full in U.S. Dollars without deduction, setoff, or withholding for any present or future taxes or levies.

Section 6. Customer Data Ownership & Zero Data Retention (ZDR)

1. Exclusive Ownership: Customer retains 100% exclusive ownership of all Customer Data, intellectual property, and proprietary rights therein. Company acquires zero ownership or license over Customer Data.
2. Zero External Exfiltration: The software executes 100% in-memory within Customer's local or private VPC environment. External transmission of Customer Data to Company servers is strictly 0.0% (Strict ZDR principle).
3. GDPR & Privacy Statement: Customer is the sole Data Controller of Customer Data. Because the software operates locally within Customer's perimeter without transmitting payloads to Company, Company does not act as a Data Processor under Article 28 of Regulation (EU) 2016/679 (GDPR), and no cross-border data transfer of Customer Data occurs.

Section 7. Intellectual Property & Restrictions

1. Company IP: All rights, title, and interest in and to the Service, SDKs, Docker sidecars, compiled binaries (`.so`, `.pyd`, `.bin`, `.dll`), AST transformation models, and proprietary heuristics remain the exclusive property of Company.
2. Reverse Engineering Prohibited: Customer shall not decompile, disassemble, reverse engineer, extract, or attempt to derive the source code or proprietary mathematical models of the Software.
3. DeWitt Benchmarking & Competitive Model Distillation Restriction: Customer shall not disclose, publish, or disseminate benchmark results or comparative evaluations of the Service without Company's prior written consent, nor utilize the Service, its schema definitions, AST representations, or its outputs to train, develop, fine-tune, or optimize any competing payload compression or token optimization product, model, or service.

Section 8. Mutual Confidentiality

1. Each party shall protect the other party's Confidential Information with at least the degree of care it accords its own confidential assets (and not less than reasonable care), and shall not disclose it to third parties without prior written consent.
2. This obligation survives for three (3) years post-termination.

Section 9. Intellectual Property Indemnification

1. Company Indemnity: Company shall defend Customer against any third-party claim or lawsuit alleging that Customer's authorized use of the Software infringes any third-party patent or copyright, and shall pay damages finally awarded against Customer or agreed in settlement.
2. Conditions & Remedies: Company's obligations are conditioned upon prompt written notice, sole control of defense/settlement, and reasonable cooperation. Company may at its option: (i) procure the right to continue use; (ii) modify the software to become non-infringing; or (iii) terminate and refund unearned prepaid fees pro-rata.
3. Exclusions: Excludes claims arising from unauthorized modification, third-party software combinations, or failure to apply Company updates.

Section 10. Compliance & Audit Rights

Company reserves the right to verify license compliance via local telemetry metadata. If verified usage exceeds authorized node limits or quotas, Company may invoice for excess retroactive usage at standard rates, payable within thirty (30) days.

Section 11. Export Controls & Sanctions

Customer represents and warrants that it will comply with all applicable export laws, including the Korean Foreign Trade Act, U.S. EAR (EAR99 / 5D992.c mass-market encryption), and U.S. OFAC regulations, and will not export or make the Service accessible to embargoed countries or sanctioned parties.

Section 12. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

1. CONSPICUOUS AS-IS DISCLAIMER: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND SOFTWARE ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE". COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
2. PERFORMANCE DISCLAIMER: TOKEN REDUCTION PERCENTAGES (~20% TO 30%) ARE WORKLOAD-DEPENDENT ESTIMATES BASED ON STANDARD BENCHMARKS AND ARE NOT GUARANTEED FOR EVERY CUSTOM OR UNSTRUCTURED PAYLOAD.
3. EXCLUSIONS: COMPANY DISCLAIMS LIABILITY FOR DISRUPTIONS CAUSED BY UPSTREAM LLM PROVIDER OUTAGES (OPENAI, ANTHROPIC), CUSTOMER VPC/NETWORK MISCONFIGURATIONS, OR FORCE MAJEURE EVENTS.
4. CONSEQUENTIAL DAMAGES WAIVER: IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL), REGARDLESS OF THEORY OF LIABILITY.
5. LIABILITY CAP: COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE FEES ACTUALLY PAID BY CUSTOMER DURING THE SINGLE MONTH IMMEDIATELY PRECEDING THE CLAIM.
6. INTENTIONAL MISCONDUCT: NOTHING HEREIN EXCLUDES LIABILITY DIRECTLY ARISING FROM COMPANY'S INTENTIONAL FRAUD OR GROSS NEGLIGENCE, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER MANDATORY APPLICABLE LAW.

Section 13. Term, Termination & Survival

1. Either party may terminate for cause upon thirty (30) days' written notice of an uncured material breach.
2. Sections 6 (Data Ownership), 7 (IP & Restrictions), 8 (Confidentiality), 9 (Indemnity), 11 (Export), 12 (Disclaimers & Liability Cap), 14 (Governing Law), and 15 (Entire Agreement) survive termination indefinitely.

Section 14. Governing Law & International Arbitration

1. Domestic Korean Customers: Governed by the laws of the Republic of Korea, with exclusive venue in the Seoul Central District Court for corporate entities, or statutory consumer venue.
2. Global International Customers: Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by binding arbitration administered by the **Singapore International Arbitration Centre (SIAC)** under the SIAC Rules in English. The arbitral award shall be final, binding, and enforceable worldwide under the 1958 New York Convention.
3. CLASS ACTION & JURY TRIAL WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS AND DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Section 15. Entire Agreement & Severability

1. These Terms constitute the entire agreement between Customer and Company regarding the Service and supersede all prior understandings.
2. If any provision is held unenforceable, the remainder shall continue in full force and effect.