Ceiba

Terms of Service

These Terms of Service govern access to and use of the CEIBA platform. They apply to the private beta edition of the Service, which is provided free of charge and without a service level commitment.

Version beta-2026-09-19 · Effective September 19, 2026

1. Agreement

1.1 These Terms of Service (the "Terms") form a binding agreement between CEIBA Inc., an Oregon corporation with its principal place of business at 10260 SW Greenburg Rd, Ste 476, Portland, OR 97223, United States ("CEIBA", "we", "us" or "our"), and the organization that creates a Workspace (the "Customer", "you" or "your").

1.2 By creating a Workspace, accepting an invitation to a Workspace, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1.3 If you accept these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.4 The Privacy Policy is incorporated into and forms part of these Terms.

2. Definitions

In these Terms, the following capitalized terms have the meanings set out below.

  • "Authorized User" means an individual whom the Customer invites to, and who is granted access to, the Customer's Workspace.
  • "Service" means the CEIBA software platform, its associated websites, and the electronic communications it sends.
  • "Workspace" means the Customer's dedicated environment within the Service, accessible at its own address on ceibanetwork.com and maintained in its own database schema.
  • "Workspace Content" means all data, information and files that the Customer or its Authorized Users submit to or store in the Workspace.

3. Beta Service

The Service is pre-release software made available as part of a private beta program. The following provisions apply for the duration of the beta program and prevail over any other provision of these Terms to the extent of any conflict.

  • 3.1 No service level commitment. CEIBA makes no commitment as to availability or uptime during the beta program, and no service credit or other contractual remedy is available for any interruption of the Service.
  • 3.2 Changes to functionality. CEIBA may add, modify or remove features or functionality during the beta program, including features on which the Customer relies. CEIBA will provide reasonable notice of any change that it considers materially disruptive.
  • 3.3 Customer records. The Customer is responsible for maintaining its own copies of any records it requires. The Service should not be used as the sole repository of any information the Customer cannot afford to lose. Backups taken by CEIBA are maintained for its own operational recovery and are not a substitute for the Customer's records.
  • 3.4 Conclusion of the beta program. CEIBA may conclude the beta program on no less than thirty (30) days' notice, during which period the Customer may export its Workspace Content.

4. Accounts, Authorized Users and Eligibility

4.1 The Customer is responsible for all activity that occurs within its Workspace, including maintaining the confidentiality and security of sign-in credentials, determining which individuals are invited as Authorized Users, assigning their permissions, and promptly removing access for any individual who should no longer have it.

4.2 The Customer shall ensure that its Authorized Users comply with these Terms. The acts and omissions of Authorized Users are deemed to be the acts and omissions of the Customer.

4.3 The Customer shall notify CEIBA without undue delay at legal@ceibanetwork.com upon becoming aware of any actual or suspected unauthorized access to an account or Workspace.

4.4 Eligibility. The Service is intended solely for business use. The Customer and each Authorized User must be at least eighteen (18) years of age and may use the Service only for the business purposes of the organization that owns the Workspace, and not for personal, family or household purposes. The Service is not directed to children.

5. Acceptable Use

The Customer shall not, and shall ensure that its Authorized Users do not:

  • (a) use the Service in violation of any applicable law or regulation, or in a manner that infringes or misappropriates the rights of any third party;
  • (b) upload or transmit malicious code, or attempt to gain unauthorized access to any other Workspace, to CEIBA's systems or infrastructure, or to any data not belonging to the Customer;
  • (c) probe, scan, penetration test or load test the Service without CEIBA's prior written consent;
  • (d) reverse engineer, decompile or disassemble the Service, or copy any part of it in order to build a competing product or service;
  • (e) resell, sublicense or otherwise make the Service available to any third party, or permit a single account to be shared by more than one individual;
  • (f) use the Service to send unsolicited bulk or commercial email; or
  • (g) remove, alter or obscure any proprietary notice contained in the Service.

6. Prohibited Information

6.1 Protected health information. The Service is not designed, contracted or certified for the processing of protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and CEIBA Inc. does not act as a business associate of the Customer under HIPAA. The Customer shall not submit to the Service any patient name, medical record number, diagnosis, treatment information or other protected health information, including where the Customer's services are performed in a medical or healthcare setting. Records in the Service should describe the assignment and must not identify the patient.

6.2 Other restricted data. The Customer shall not submit to the Service any payment card number, any government-issued identification number that is not required for the Customer's legitimate business purposes, or any special category of personal data for which the Customer lacks a lawful basis for processing.

7. Workspace Content

7.1 Ownership. As between the parties, the Customer retains all right, title and interest in and to its Workspace Content. CEIBA claims no ownership of Workspace Content.

7.2 License to CEIBA. The Customer grants CEIBA a limited, non-exclusive license to host, store, transmit, back up and display Workspace Content solely to the extent necessary to provide the Service to the Customer, including through the service providers identified in the Privacy Policy. This license terminates upon deletion of the relevant Workspace Content.

7.3 Personal data. To the extent Workspace Content includes personal data relating to the Customer's clients, vendors, interpreters or other individuals, the Customer acts as controller and CEIBA acts as processor on the Customer's behalf. The Customer is solely responsible for establishing a lawful basis for such processing and for providing any notices required by applicable law to the individuals concerned.

7.4 Aggregated data. CEIBA may compile and use aggregated and anonymized statistics derived from use of the Service, such as the number of Workspaces using a particular feature, provided that such statistics do not identify the Customer or any individual.

8. Intellectual Property

8.1 The Service, including all software, designs, documentation and branding, and all intellectual property rights therein, are and shall remain the exclusive property of CEIBA Inc. and its licensors.

8.2 Subject to these Terms, CEIBA grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of these Terms for its internal business purposes. All rights not expressly granted are reserved.

9. Feedback and Confidentiality

9.1 Feedback. If the Customer or any Authorized User provides suggestions, ideas or other feedback regarding the Service, CEIBA may use that feedback without restriction or obligation of any kind. The Customer retains any rights it held in such feedback before providing it.

9.2 Confidentiality. Participation in the beta program may give the Customer access to features and information that CEIBA has not publicly released. The Customer shall keep such unreleased features and information confidential until CEIBA makes them publicly available. This obligation does not restrict the Customer from describing its own experience of using the Service.

10. Fees

10.1 The Service is provided free of charge during the private beta program. No fees are payable and no payment method is held on file.

10.2 Before introducing any paid plan, CEIBA will give the Customer no less than thirty (30) days' notice of the applicable pricing. The Customer may decline a paid plan and export its Workspace Content. Founding beta participants will be offered the founding terms communicated to them upon joining the beta program.

11. Suspension

CEIBA may suspend access to a Workspace or an account with immediate effect if it reasonably determines that such access poses a threat to the security, integrity or lawful operation of the Service, or that the Customer is in breach of Section 5 or Section 6. CEIBA will notify the Customer of the reason for the suspension and, where the cause is capable of remedy, will give the Customer a reasonable opportunity to remedy it.

12. Term and Termination

12.1 These Terms remain in effect until terminated in accordance with this Section. The Customer may terminate these Terms at any time by requesting deletion of its Workspace. CEIBA may terminate these Terms for convenience on thirty (30) days' notice, or with immediate effect if the Customer commits a material breach that remains uncured ten (10) days after notice of the breach.

12.2 Upon termination:

  • (a) the Customer may export its Workspace Content for a period of thirty (30) days, and CEIBA will provide reasonable assistance on request;
  • (b) following that period, CEIBA will delete the Workspace, including its entire database schema and all stored files; and
  • (c) residual copies held in routine encrypted backups will expire within 30 days.

12.3 Sections 6, 7, 8, 13, 14, 15 and 17 survive any termination or expiration of these Terms.

13. Disclaimer of Warranties

13.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CEIBA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CEIBA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET THE CUSTOMER'S REQUIREMENTS. THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS BETA SOFTWARE AND MAY CONTAIN DEFECTS.

13.2 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

14. Limitation of Liability

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

14.2 BECAUSE THE SERVICE IS PROVIDED FREE OF CHARGE DURING THE BETA PROGRAM, CEIBA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100). IF THE CUSTOMER IS PAYING FEES WHEN A CLAIM ARISES, THAT LIABILITY SHALL INSTEAD NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY IN THE AGGREGATE TO ALL CLAIMS.

15. Indemnification

The Customer shall defend, indemnify and hold harmless CEIBA from and against any third-party claim arising out of (a) the Customer's Workspace Content, (b) use of the Service by the Customer or its Authorized Users in breach of these Terms, or (c) any breach of Section 6. CEIBA shall give the Customer prompt notice of any such claim, permit the Customer to control its defense, and provide reasonable cooperation.

16. Changes to these Terms

These Terms are versioned, and the Service records the version accepted by each Customer. The current version is beta-2026-09-19, effective September 19, 2026. CEIBA will notify the Customer by email of any material change and will require acceptance of the revised version before the Customer continues to use the Service. Non-material corrections will be reflected by an updated version number and effective date on this page.

17. Governing Law and Dispute Resolution

17.1 These Terms are governed by the laws of the State of Oregon, United States of America, without regard to its conflict of laws principles.

17.2 The state and federal courts located in the State of Oregon have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the jurisdiction and venue of those courts.

17.3 Before commencing any proceeding, the party raising a dispute shall first notify the other party in writing, in the case of CEIBA at legal@ceibanetwork.com, and the parties shall attempt in good faith to resolve the dispute informally.

18. General Provisions

  • 18.1 Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior understandings and communications.
  • 18.2 Assignment. The Customer may not assign or transfer these Terms without CEIBA's prior written consent. CEIBA may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, and will notify the Customer of any such assignment.
  • 18.3 Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
  • 18.4 No waiver. A failure or delay by either party in exercising any right shall not operate as a waiver of that right.
  • 18.5 Notices. Notices to the Customer will be sent by email to the address associated with its account. Notices to CEIBA must be sent by email to legal@ceibanetwork.com.
  • 18.6 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
  • 18.7 Force majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control.

19.1 CEIBA respects the intellectual property rights of others and expects the users of the Service to do the same. CEIBA responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. 512 (the "DMCA").

19.2 If you believe that material stored on or made available through the Service infringes your copyright, please send a written notice to CEIBA's designated agent:

Copyright Agent, CEIBA Inc.
10260 SW Greenburg Rd, Ste 476, Portland, OR 97223, United States
Email: legal@ceibanetwork.com

19.3 The notice must include:

  • (a) a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf;
  • (b) identification of the copyrighted work claimed to have been infringed;
  • (c) identification of the material claimed to be infringing, with information reasonably sufficient to permit CEIBA to locate it, such as a URL;
  • (d) your name, address, telephone number and email address;
  • (e) a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent or the law; and
  • (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

19.4 Upon receipt of a notice that complies with the DMCA, CEIBA will remove or disable access to the material identified and will notify the Workspace from which it originated. A person who believes material was removed in error may submit a counter notification to the designated agent containing the information required by 17 U.S.C. 512(g)(3), and CEIBA may restore the material in accordance with the DMCA.

19.5 Repeat infringers. CEIBA will, in appropriate circumstances, suspend or terminate the accounts and Workspaces of users who are repeat infringers.

20. Contact Information

CEIBA Inc.
10260 SW Greenburg Rd, Ste 476, Portland, OR 97223, United States
Legal notices: legal@ceibanetwork.com
Privacy requests: privacy@ceibanetwork.com