Centinela

Legal

Terms of Use and Privacy Policy

Last updated: July 2026

This single document contains the Terms of Use (the "Terms") and the Privacy Policy of Centinela, a product of BASEL DATA S.R.L. By subscribing, creating an account, connecting a camera or using any feature of the Service, the Client represents that it has read, understood and accepted this document in its entirety, including the limitation of liability in Section 14, the license over Content in Section 9 and, for Clients in the United States, the individual arbitration agreement and class action waiver in Section 21.2. If the Client does not agree, it must refrain from using the Service.

1. Definitions

2. Business-to-business nature of the Service

The Service is offered and marketed exclusively business-to-business (B2B), for professional, commercial or industrial use. It is not directed at consumers or end users within the meaning of Argentine Consumer Protection Law No. 24,240 or of United States consumer protection legislation. The Client represents and warrants that it is contracting in the course of its business or professional activity, that it has legal capacity to be bound and that, if acting on behalf of a legal entity, it has sufficient authority to do so.

3. Description of the Service

Centinela is a software-as-a-service (SaaS) platform that automatically analyzes, using artificial intelligence Models, the images from the Client's Cameras in order to generate Detections and Alerts and make them available in the Dashboard. The Dashboard allows, among other functions, configuring detections, managing cameras and recipients, reviewing the event history with the associated images and video, viewing the Cameras liveand downloading reports. The Company may integrate the Client's existing Cameras or supply its own, as agreed in each quote.

The Service requires the Client to provide and maintain connectivity, power, access to the Cameras and the necessary infrastructure. The Company may modify, add or discontinue features of the Service at any time.

4. Nature of the Service and limitations

Centinela is a software tool. It is not a private security service, a guarding service, an emergency response service or a monitoring center with intervention. The Company does not provide physical guarding, does not intervene in incidents, does not dispatch personnel, does not contact law enforcement or emergency services, and does not replace security staff, public authorities or the Client's legal obligations regarding security, health and safety, or surveillance.

The Service must not be used as the sole means of detection or response to situations that may endanger life, health, physical integrity or property. In an emergency, the Client must contact the appropriate emergency services directly (911 or others).

Detections are generated by Models that are probabilistic and statistical in nature. Accordingly, they may produce false positives, false negatives, omissions, inaccuracies or erroneous results. The Company does not warrant the detection of all events, the accuracy of the Detections, the generation of an Alert for any given event, or the prevention of crime, accidents, damage or loss. The Client acknowledges that the Service is a supplement subject to human supervision and not a guarantee of any result, and assumes responsibility for the decisions it makes based on Detections and Alerts.

5. Alerts, WhatsApp and third-party services

Alerts may be delivered via WhatsApp, a private messaging service owned and operated by Meta Platforms, Inc. and its affiliates ("Meta"). Centinela accesses WhatsApp through its official application programming interfaces (APIs) and is not the owner, licensor or operator of WhatsApp, nor does it have any relationship of control with Meta.

The Client acknowledges and accepts that:

The foregoing applies equally to the other third-party services on which the Service depends, including infrastructure and cloud hosting providers, connectivity providers and artificial intelligence Model providers.

6. Account, access and Authorized Users

The Client is responsible for maintaining the confidentiality of the Dashboard access credentials and for all activity carried out under its account, and must immediately notify the Company of any unauthorized use. The Client is solely responsible for the Authorized Users it designates, the permissions it grants them, their access to the Content (including live camera viewing) and the Alert recipients it configures, and is liable for their acts and omissions as for its own.

7. Client obligations

The Client undertakes to:

The Company does not verify, audit or assume any obligation to monitor the Client's compliance with these obligations; the Client is solely and exclusively responsible for ensuring it.

8. Prohibited uses

Without prejudice to the foregoing, it is expressly prohibited to use the Service to surveil third parties' private homes without authorization, to harass or stalk specific individuals, for purposes contrary to law, morality or public order, or in any way that may compromise the reputation, infrastructure or contractual relationships of the Company with its providers, including Meta. Breach entitles the Company to suspend or terminate the Service immediately, without refund and without prejudice to any other available remedies.

9. Content: ownership, license and reservation of use and analysis

Ownership. The Content captured at the Sites belongs to the Client. These Terms do not transfer ownership of the Content to the Company.

License granted to the Company. Notwithstanding such ownership, the Client grants the Company a worldwide, non-exclusive, free, royalty-free, sublicensable (as to necessary providers and sub-processors) and transferable license to host, store, transmit, reproduce, process, index, analyze, adapt and use the Content for the following purposes:

Reservation of use and analysis. The Company reserves the right to retain and analyze the Content for as long as necessary for the purposes stated above, and the Client may not require the early deletion of Content whose retention is necessary for those purposes or for compliance with legal obligations. The license granted in this Section survives termination of the subscription with respect to Content already incorporated and to aggregated, derived or anonymized data.

Client representation. The Client represents and warrants that it holds the ownership, authority, lawful bases and consents sufficient to grant the license set out in this Section over all of the Content, including images of individuals, and shall indemnify the Company in accordance with Section 15.

10. Privacy Policy

This Privacy Policy forms an integral part of this document and describes the processing of personal data carried out in connection with the Service, in accordance with Argentine Personal Data Protection Law No. 25,326, its implementing decree and the rules of the Agency for Access to Public Information (AAIP), and, as to the Clients and data covered, in accordance with applicable United States state privacy legislation, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (together, the "CCPA/CPRA"), and analogous laws of other states.

10.1 Roles of the parties

With respect to the Content and the personal data captured at the Sites, the Client acts as the data controller (responsable / business) and determines the purposes and means of the processing, and BASEL DATA S.R.L. acts as the data processor (encargado del tratamiento, sec. 25 of Law No. 25,326) and as a service provider / processor under the CCPA/CPRA, processing such data on behalf of and under the instructions of the Client in order to provide the Service.

With respect to account, contact, billing and Dashboard usage data, and with respect to the processing of Content for the improvement, training, security and aggregated-data purposes set out in Section 9, the Company acts as a controller, on the basis of contractual performance, its legitimate interest and the license granted by the Client.

10.2 Data processed

The Service is not designed to identify individuals through facial recognition or to generate biometric identifiers. The Company does not request or require sensitive data within the meaning of Law No. 25,326, and the Client undertakes not to configure the Service in a way that produces such data.

10.3 Purposes and lawful bases

Data is processed in order to provide the contracted Service (generating Detections and Alerts, making the Content available in the Dashboard, and allowing its review, live viewing, audit and download), to bill and administer the relationship, to safeguard the security of the platform, to comply with legal obligations and for the analysis and improvement purposes set out in Section 9. The lawful bases are the performance of the contract, the legitimate interest in the security and improvement of the Service, consent where required, and compliance with legal obligations. The Client is solely responsible for having the appropriate legal basis with respect to the persons captured by the Cameras.

10.4 Artificial intelligence Models

The Content is processed by artificial intelligence Models, whether proprietary or supplied by third parties, which may run on third-party infrastructure. The Company selects providers that contractually undertake not to use the Content to train their own general-purpose models, unless expressly instructed otherwise. The analysis is automated and probabilistic, and is governed by the limitations in Section 4.

10.5 Disclosure, sub-processors and international transfers

The Company does not sell the Content or personal data, nor does it share it for cross-context behavioral advertising (as the CCPA/CPRA defines sell and share). The Company relies on providers of infrastructure, cloud hosting, artificial intelligence models and messaging (including Meta, in respect of WhatsApp Alerts), which act as sub-processors under confidentiality and security obligations.

The Client consents to such providers processing the Content and to the Content being transferred to and hosted outside the Argentine Republic, including in the United States of America. Where this involves an international transfer covered by Law No. 25,326, the safeguards required by applicable law will be adopted, including contractual protection clauses.

10.6 Retention

The Content and other data are retained for as long as they remain necessary for the purposes described in this document, including those in Section 9, and for compliance with legal obligations, responses to requests from competent authorities and the defense of legal rights. The Company determines and may modify the applicable retention periods and policies. Aggregated, derived or anonymized data may be retained without time limit.

10.7 Security

The Company applies reasonable technical and organizational measures to protect the data, in line with the requirements of Law No. 25,326 and with industry standards. No system is absolutely secure: the Company does not warrant the inviolability of the information and shall not be liable for unauthorized access, intrusions, cyberattacks or breaches not directly attributable to it.

10.8 Data subject rights

Argentina: data subjects may exercise the rights of access, rectification, updating and deletion provided for in Law No. 25,326. The AAIP, as the supervisory authority, handles complaints and claims.

United States: depending on their state of residence, data subjects may have rights of access, correction, deletion, portability, limitation of the use of sensitive information and opt-out of the sale or sharing of their personal information, as well as the right not to be retaliated against for exercising them.

Because the controller in the context of the Service is, as a general rule, the Client, data subjects must direct their requests to the Client, who is solely obliged to handle them. The Company will reasonably cooperate with the Client and may forward to it any requests it receives. Inquiries may be sent to info@centine.la.

10.9 Minors

The Service is not directed at minors and the Company does not knowingly collect account data from persons under eighteen (18) years of age.

11. Intellectual property

The name "Centinela", the logo, the trademark, the software, the source code, the design, the architecture, the Models and the other components of the Service are the exclusive property of BASEL DATA S.R.L., protected by Argentine Intellectual Property Law No. 11,723, Law No. 25,036, United States copyright and trademark law and applicable international treaties. These Terms do not transfer to the Client any intellectual property right over the Service: the Client is granted only a limited, revocable, non-exclusive and non-transferable license to use it while the subscription is in force and payment is current.

Any suggestion, comment or improvement proposal that the Client communicates to the Company may be freely used and incorporated by the Company, without consideration or recognition of any right.

12. Price, billing and taxes

The Service is contracted on a subscription basis, at a price tailored to the number of Cameras and Sites to be covered, as set out in the quote accepted by the Client. Prices are stated in the currency and with the taxes indicated in each quote; any taxes and withholdings that apply shall be borne by the Client. Failure to pay on time may result in suspension or termination of the Service and shall accrue applicable interest, without prejudice to any legal action. Amounts paid are non-refundable, unless mandatory law provides otherwise. The Company may update prices upon reasonable prior notice to the Client; continued use implies acceptance.

13. Disclaimer of warranties

The Service is provided "as is" and "as available".

To the maximum extent permitted by applicable law, the Company disclaims all warranties of any kind, whether express, implied or statutory, including without limitation the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, freedom from errors and non-infringement, as well as any warranty arising from a course of dealing or usage of trade. The Company does not warrant that the Service will be uninterrupted, secure, timely, accurate or error-free, or that the Detections or Alerts will be complete, correct or timely.

Some jurisdictions do not allow the exclusion of certain implied warranties; in such case, the exclusions shall apply to the maximum extent permitted by applicable law.

14. Limitation of liability

To the maximum extent permitted by applicable law, BASEL DATA S.R.L., its shareholders, directors, officers, employees, agents, licensors and providers shall not be liable for:

Liability cap.The Company's total aggregate liability for all claims, causes and matters taken together shall not exceed the lesser of: (i) the amounts actually paid by the Client during the three (3) months immediately preceding the event giving rise to the claim, or (ii) one thousand United States dollars (USD 1,000). This limitation applies even if a remedy fails of its essential purpose.

Allocation of risk. The Client acknowledges that the price of the Service has been set in consideration of the limitations of liability and the disclaimer of warranties in this document, which are an essential and determining element of the agreement, and that without them the Company would not provide the Service at that price. The Client is solely responsible for obtaining whatever insurance it deems adequate to cover the risks of its Sites and operations.

Some jurisdictions do not allow the limitation or exclusion of certain damages; in such case, the Company's liability shall be limited to the maximum extent permitted by applicable law.

15. Indemnity and time limit to bring claims

Indemnity.The Client shall defend, indemnify and hold harmless BASEL DATA S.R.L. and its shareholders, directors, employees and providers from and against any claim, demand, action, investigation, penalty, fine, damage, cost, expense and reasonable defense fees, from any third party or authority, arising out of or relating to: (i) the use of the Service by the Client or its Authorized Users; (ii) the Content and its capture; (iii) the Client's breach of this document or of applicable law, in particular regarding data protection, video surveillance, biometrics, communications privacy and employment law; and (iv) the decisions made by the Client on the basis of the Detections or Alerts.

Time limit to bring claims. To the maximum extent permitted by applicable law, any action or claim arising out of this document or the Service must be brought within one (1) year from the event giving rise to it; after that period, the claim shall be permanently barred.

16. Confidentiality

Each party undertakes to keep confidential the non-public information to which it gains access by reason of the relationship, and to use it solely for the performance of this document. The obligation survives for five (5) years from termination, and without time limit as to trade secrets.

17. Suspension and termination

The Company may suspend or terminate the Service, immediately and without liability, in the event of breach of this document, non-payment, misuse of the Service, risk to the security of the platform or a requirement from a provider or authority. The Client may cancel the subscription on the agreed terms, with no minimum commitment period, unless otherwise agreed. Cancellation does not entitle the Client to a refund of amounts already accrued. Upon termination, access to the Dashboard and the Content ceases; the Client is responsible for downloading in advance any Content it wishes to keep.

18. Modifications

The Company may modify this document at any time. Modifications take effect upon publication at centine.la or upon notice to the Client. Continued use of the Service thereafter implies acceptance. The date of the latest revision is stated at the top.

19. Force majeure

The Company shall not be liable for the non-performance or delay of its obligations where it is due to events beyond its reasonable control (acts of God or force majeure), such as natural disasters, epidemics, power, internet or telecommunications outages, cyberattacks, failures or decisions of providers (including Meta and cloud and Model providers), acts of authority, labor disputes or other unforeseeable or unavoidable events.

20. Notices

Notices from the Company to the Client shall be sent to the registered email address or by means of in-Service notifications, and shall be deemed valid and effective. The Client is responsible for keeping its contact details up to date. Notices from the Client to the Company shall be sent to the contact details set out in Section 23.

21. Governing law and dispute resolution

21.1 Clients domiciled in the Argentine Republic and outside the United States

This document is governed by the laws of the Argentine Republic. Prior to any court action, the parties submit to the mandatory pre-trial mediation established by Law No. 26,589, to be conducted in the City of Buenos Aires. For any dispute not resolved in that instance, the parties submit to the exclusive jurisdiction of the Ordinary Commercial Courts of the City of Buenos Aires, expressly waiving any other venue or jurisdiction.

21.2 Clients domiciled in the United States of America

For Clients domiciled or incorporated in the United States, this document is governed by the laws of the State of New York, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

Mandatory individual arbitration and class action waiver. Any dispute arising out of or relating to this document or the Service shall be finally resolved by individual, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in the City of New York, State of New York, in the English language and before one (1) arbitrator. The arbitration is governed by the Federal Arbitration Act. The parties expressly and irrevocably waive any right to litigate before a court, to a trial by jury, and to bring or participate in any class, collective, representative or consolidated action of any nature. Claims must be brought on an individual basis. If the class action waiver is held invalid or unenforceable, this entire Section 21.2 shall be void and the dispute shall be submitted to the state or federal courts sitting in New York County, with waiver of trial by jury. Either party may seek injunctive or intellectual property protection relief before the competent courts.

22. General provisions

If any provision of this document is held invalid or unenforceable, the remaining provisions shall remain in full force and the affected provision shall be construed to the maximum extent permitted by law. The Company's forbearance or failure to exercise a right does not constitute a waiver. The Client may not assign its contractual position without the Company's prior written consent; the Company may freely assign it in the context of a corporate reorganization, merger or transfer of assets. The parties are independent contractors and this document does not create any partnership, agency or employment relationship. This document constitutes the entire agreement between the parties as to its subject matter and supersedes all prior communications, without prejudice to the specific conditions of each accepted quote. The following survive termination, in particular: Sections 4, 9, 10, 11, 13, 14, 15, 16, 21 and 22. This document is made available in English for convenience only; in the event of any discrepancy between versions, the Spanish version shall prevail.

23. Contact

For any inquiry or claim relating to this document:

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