Terms of Service

Last updated: October 2, 2025

These Terms of Service ("Terms") govern your access to and use of Celeria's platform, services, and website (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing, or using our Services, you agree to these Terms and our Privacy Policy. If you do not agree, you may not use our Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Account Registration and Security

2.1 Account Creation

You must create an account to use our Services. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

2.3 Eligibility

You must be at least 18 years old to use our Services. By using the Services, you represent that you meet this requirement.

2.4 Export Controls and Sanctions Compliance

You represent and warrant that you are not:

• Located in, organized under the laws of, or a resident of any country or territory subject to U.S. sanctions or export restrictions, including but not limited to Cuba, Iran, North Korea, Syria, Russia, Belarus, and the occupied regions of Ukraine (Crimea, Donetsk, and Luhansk)
• Identified on any U.S. government restricted party list, including the Treasury Department's Specially Designated Nationals List or the Commerce Department's Denied Persons List
• Owned or controlled by, or acting on behalf of, any such sanctioned person or entity

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations. You will not use our Services in any manner that would violate such laws or cause us to violate them.

3. Use of Services

3.1 License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes.

3.2 Restrictions

You agree not to:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to our systems
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to transmit viruses, malware, or harmful code
• Use automated systems to access the Services without permission
• Resell, sublicense, or otherwise commercialize the Services

3.3 AI-Specific Prohibited Uses

In addition to the above restrictions, you specifically agree not to use our AI features to:

• Illegal Content: Generate, distribute, or facilitate illegal content including child sexual abuse material (CSAM), content that violates export controls, terrorist content, or content that violates sanctions
• Harmful Code: Create malware, ransomware, viruses, phishing content, social engineering attacks, or exploit code
• Impersonation: Create deepfakes, impersonate real individuals without consent, or generate misleading synthetic media
• Automated Decisions: Make fully automated decisions that produce legal effects or similarly significantly affect individuals (employment, credit, housing, education, etc.) without human oversight and appropriate safeguards
• Unauthorized Surveillance: Conduct mass surveillance, scraping, or monitoring without proper legal basis and consent
• Circumvention: Attempt to bypass, disable, or circumvent safety filters, content policies, or usage restrictions of our Services or underlying AI providers
• Model Manipulation: Attempt to reverse engineer model weights, extract training data, or perform model extraction attacks
• Prohibited Purposes: Violate third-party AI provider acceptable use policies, including but not limited to those of OpenAI, Anthropic, and Google
• Harmful Applications: Generate content for spam, manipulation, harassment, discrimination, or other harmful purposes

Violation of these AI-specific restrictions may result in immediate suspension or termination of your account without refund.

4. Content and Data

4.1 Your Content

You retain all rights to the content you create, upload, or store using our Services ("Your Content"). By using the Services, you grant us a license to use, store, and process Your Content solely to provide and improve our Services.

4.2 Data Processing

We process your data as described in our Privacy Policy. You are responsible for ensuring you have appropriate rights to any data you process through our Services.

4.3 AI Model Usage

Our Services may utilize third-party AI models and services. Your use of these features is subject to the applicable third-party terms and our data processing practices.

4A. AI Services and Limitations

4A.1 AI-Generated Content Disclaimer

AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL AND ASSISTIVE PURPOSES ONLY. Artificial intelligence outputs may contain:

• Factual errors, inaccuracies, or "hallucinations"
• Biased, offensive, inappropriate, or harmful content
• Outdated or incomplete information
• Content that may infringe copyright, trademark, or other intellectual property rights
• Misinformation or content not suitable for critical decision-making

YOU ARE SOLELY RESPONSIBLE FOR:

• Reviewing and validating all AI-generated outputs before use
• Ensuring compliance with all applicable laws and regulations
• Any consequences, harm, or liability arising from AI-generated content
• Verifying accuracy and appropriateness for your specific use case
• Obtaining professional advice for legal, medical, financial, or other regulated matters

WE EXPRESSLY DISCLAIM ALL LIABILITY FOR AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, RELIABILITY, COMPLETENESS, APPROPRIATENESS, OR LEGAL COMPLIANCE.

4A.2 Third-Party AI Providers

AI features utilize third-party services including OpenAI, Anthropic, Google, and others. These services are subject to change without notice. We reserve the right to:

• Substitute, modify, or discontinue AI providers or models at any time
• Experience service interruptions due to third-party provider issues
• Pass through rate limits, restrictions, or usage policies from AI providers
• Adjust pricing based on changes in underlying provider costs

You must comply with all applicable third-party AI provider terms of use, acceptable use policies, and usage restrictions. Violation of third-party terms may result in immediate suspension of your access to AI features.

4A.3 No Warranty for AI Performance

We make no warranties regarding:

• Consistency or reproducibility of AI outputs
• Availability of specific AI models or features
• Performance degradation over time as models are updated
• Accuracy, quality, or suitability of AI-generated content for any purpose

4A.4 Model Updates and Changes

AI model providers regularly update their models. These updates may result in different outputs for identical inputs. We are not responsible for changes in AI behavior, performance, or outputs resulting from provider model updates.

5. Billing and Payment

5.1 Fees

Certain features of our Services require payment of fees. You agree to pay all applicable fees as described in your selected pricing plan.

5.2 Billing

Fees are billed in advance on a recurring basis (monthly or annually) and are non-refundable except as required by law or as explicitly stated in these Terms.

5.3 Payment Methods

You authorize us to charge your provided payment method for all fees. You must keep your payment information current.

5.4 Price Changes

We may change our fees at any time. We will provide notice of fee changes at least 30 days in advance, and changes will apply to subsequent billing periods.

5.5 AI Usage and Consumption-Based Fees

AI features consume computational resources and may incur usage-based charges in addition to subscription fees. We reserve the right to:

• Implement rate limits, usage quotas, or throttling based on your plan
• Charge based on consumption metrics including API calls, tokens processed, or compute time
• Suspend or throttle service for excessive usage that exceeds plan limits
• Adjust pricing or limits based on changes in underlying AI provider costs

5.6 Refunds and Credits

Fees are generally non-refundable except as required by law. However:

• We may offer pro-rata refunds for annual subscriptions canceled within 30 days of initial purchase
• Service credits may be provided for extended outages exceeding 24 consecutive hours
• Consumed AI resources (tokens, API calls) are non-refundable under all circumstances
• Refund eligibility does not apply to accounts terminated for Terms violations

6. Intellectual Property

6.1 Our Rights

The Services, including all content, features, functionality, software, and underlying technology, are owned by Celeria and protected by intellectual property laws. Our trademarks and trade dress may not be used without our prior written permission.

6.2 Feedback

If you provide feedback, suggestions, or ideas about our Services, we may use them without any obligation to you.

7. Privacy and Security

We take privacy and security seriously. Our Privacy Policy explains how we collect, use, and protect your information. By using our Services, you consent to our privacy practices as described in the Privacy Policy.

8. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access to our Services. We may suspend or terminate access for maintenance, updates, or other reasons. We are not liable for any loss resulting from service interruptions, except in cases of gross negligence or willful misconduct.

8.1 Beta and Experimental Features

We may offer beta, preview, or experimental features marked as such. These features are provided "AS IS" without warranties, may be unstable, incomplete, or subject to change or discontinuation without notice. We disclaim all liability for any issues arising from beta features.

8.2 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

9. Termination

9.1 By You

You may terminate your account at any time by contacting us.

9.2 By Us

We may suspend or terminate your access to the Services at any time for any reason, including violation of these Terms, without notice or liability.

9.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. We may delete your data after a reasonable retention period. Provisions that by their nature should survive termination will survive.

9.4 Data Export Upon Termination

Upon account termination or cancellation, you have 30 days to export your data using our data export tools. After this period, we may permanently delete all your data. It is your sole responsibility to export data before the 30-day deadline. We are not liable for data loss resulting from failure to export within this timeframe.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELERIA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify and hold harmless Celeria, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising out of your use of the Services, violation of these Terms, or infringement of any rights of others.

13. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date at least 30 days before they take effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law provisions.

14.2 Arbitration

Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court. The arbitration shall be conducted in Delaware (or remotely by video conference). Each party shall bear its own costs of arbitration.

14.3 Class Action Waiver

YOU AND CELERIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

15. General

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Celeria regarding the Services.

15.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.

16. Contact Us

If you have questions about these Terms, please contact us at:

Email: legal@celeria.ai
Address: Celeria, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States
Support: support@celeria.ai