Terms of Use – Celito AI

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM CELITO AI, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING CELITO AI IMMEDIATELY.

These Terms and Conditions (“Terms”) govern your use of and access to Celito AI, the product offered by Celito Tech either through our website or as installable software into your facilities, including any mobile application, features, and add-ons offered by Celito, including services offered by third-parties which integrates Celito AI (collectively the “Services”). If you have purchased a license to Celito AI, then these Terms shall apply only to the extent not already governed by your License Agreement and associated order form (“License Agreement”). You agree to these Terms on behalf of the company or other legal entity for which you are acting in any capacity, including but not limited to as an employee or contractor, or, if there is no company or legal entity, on your own behalf as an individual. You represent and warrant that you have the right and authority to act on behalf of and bind such legal entity and yourself.

Usage

Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
Unauthorized Usage. Unauthorized usage of the Services is prohibited. You may not:
Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available the Services or any portion thereof to a third-party.
Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative work from the Services or ancillary software, or any part thereof
Create a false identity, misrepresent your identity, create an account for anyone other than yourself, or use or attempt to use another’s account.
Post, transmit, or store any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
Damage, interfere, disable, or impair the operations of, or place an unreasonable load on the Services.
Except as otherwise permitted through your License Agreement, collect content or information from the Services using automated means, including the collection of data for the purposes of training of a neural network or machine learning, deep learning or artificial intelligence system or software.
Use the Services in a way that infringes, misappropriates or violates any person’s rights
se output from the Services to develop models that compete with Celito Tech
Third Party Services. Celito may provide links to third party websites for your convenience and does not monitor, endorse, warrant or make any representations in relation to any third party website. Your use of third party websites is at your own risk and may be subject to the terms and conditions of use and privacy policy contained within each of those websites. We may remove a link to a third party website at any time.

Fees and Payments

Fees and Billing. Your access and use of the Services is contingent upon (among other things) your timely payment of all applicable amounts, including taxes and other fees, with respect to your License Agreement. Payment obligations are non-cancellable, and fees paid are non-refundable. Fees will be invoiced in advance in accordance with the relevant License Agreement. Unless otherwise stated in your License Agreement, all amounts are due thirty (30) days from the date of your receipt of the invoice. You are responsible for providing complete and accurate billing and contact information to Celito and notifying Celito of any changes to such information in a timely manner, failure to do so shall not relieve you of your obligation to remit payment when due.
Taxes. Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. To the extent You are exempt from Taxes, You must provide to Celito in advance a valid tax exemption certificate authorized by the appropriate taxing authority. Without limiting the foregoing, in the event that you are required to deduct or withhold any Taxes from the amounts payable to Celito hereunder, you will pay any applicable additional amount, so that Celito receives the amounts due to it hereunder in full, as if there were no withholding or deduction. For clarity, Ceilto is solely responsible for taxes assessable against it based on its income, property and employees.
Failure to Pay. If any invoiced amount is not received by Celito by the applicable due date and provided that Celito has given you written notice (email acceptable) of the non-payment and ten (10) calendar days from the date of Celito’s notice to cure such non-payment; then, without limiting Celito’s other rights or remedies, (a) Celito may suspend your access to the Services as well as associated services such as onboarding, support or professional services, as applicable, and (b) the unpaid amounts may accrue late interest at the rate of 5.0% of the unpaid amount per month, or the maximum rate permitted by law, whichever is lower.
Payment Disputes. Celito will not exercise its rights under the “Failure to Pay” section above if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You must notify Celito of any payment disputes in writing within fifteen (15) calendar days of your receipt of the applicable invoice.

Term and Termination

Term. The term of the Agreement will commence upon your first use of the Services or on the effective date of your License Agreement and continue until your License Agreement has expired or been terminated, or in the event that this Agreement is terminated in accordance with this section.
Termination. You may terminate these Terms if we are in material breach of these Terms and fail to cure such breach within 30 days after receiving written notice of the breach.

We may terminate your use of the Services and/or your account if (i) you have not paid the amounts due under your License Agreement; (ii) you are in material breach of these terms and fail to cure such breach within 30 days after written notice of the breach; or (iii) you become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting your creditors (including an assignment for benefit of creditors) or commence a process of liquidation.

Effect of Termination. Upon termination or expiration of this Agreement, (i) any access rights or licenses granted by Celito hereunder will immediately terminate; and (ii) You will stop using or accessing the Service, and (iii) each party will either return or destroy the other party’s Confidential Information. We may, as a convenience to you, provide you with a brief 30-day period to retrieve your content after the expiration or termination of these Terms, so long as you are in compliance with the terms and have paid all amounts owed under your License Agreement. Otherwise, we may delete, without notice, any or all of your content, including any backups or copies thereof. Termination of these terms shall not limit any of our rights or remedies at law, or in equity, in the event of a breach of these Terms by you..

Intellectual Property Rights

Customer Data. All Intellectual Property Rights in Customer Data belongs to you and is your absolute property. Except for the express license granted herein, all rights, title and interest in and to Customer Data will remain solely with Customer.
Celito’s Rights. We are the owner or the licensee of the Platform, Content and the Services, which are protected by copyright laws and other intellectual property laws (including laws related to trade marks, designs, database rights, sui generis rights and other proprietary rights). All such rights are reserved.
Except for the express licenses granted herein, all rights, title and interest (including Intellectual Property Rights) in and to any intellectual property owned, created or independently developed by Celito, including but not limited to, the Platform, Content and the Services, and any derivative work, customization, modification or enhancement thereof (including all Intellectual Property Rights in any of the foregoing) whether developed prior to, during or after the Agreement, will remain solely with Celito and its licensors. Celito grants no implied licenses hereunder.
Other than as expressly permitted under the Agreement, you or any User may not make alterations, copies, extractions, modifications, or additions to the Content or the Platform, or sell, copy, distribute, disseminate or license it, or misuse the Content or the Platform in any way. This is without prejudice to any rights you may have under applicable mandatory law.
Equitable Remedies. The parties acknowledge and agree that any breach of this section regarding “Intellectual Property Rights” may cause irreparable harm to the affected party for which damages may not be an adequate remedy and the affected party may seek interim, preliminary or protective relief from any competent court to restrain any anticipated or actual breach of this section.
Feedback. Customer may from time to time provide suggestions, comments or other feedback specifically with respect to the Services, Platform or Content (“Feedback”). For the avoidance of doubt, Feedback will only be suggestions, comments or other feedback provided to Celito regarding the Platform, Content and the Services and will not include or expose Customer Data. Celito may want to incorporate Feedback into the Platform, Content and the Services and this section provides Celito with the necessary rights to do so. You hereby grant Celito and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback without obligation or restriction, except that Celito will not identify you as the provider of such Feedback.
Services Data. Celito may collect aggregated, anonymized data regarding the performance and operation of the Services that results from Celito’s customers’ use of the Services (“Services Data”). Celito’s use of Services Data will never include disclosure of personal, identifying information of Customer or its Users and will not include or expose Customer Data. Celito will retain all right, title and interest in and to the Services Data.

Confidentiality

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Celito includes the Services and any support or professional services, as applicable; and Confidential Information of each party includes the terms and conditions of this Agreement and your License Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any License Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Celito may disclose the terms of this Agreement and any applicable License Agreement to a subcontractor solely to the extent necessary to perform its obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Data Security and Protection. Celito has established and implemented an industry standard information security program regarding the protection of Customer Data, including administrative, technical and physical security processes. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data. As Celito has no access to Customer’s systems, Celito is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any hardware, software, systems, information, or Customer Data on such systems.

Disclaimer

WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL ALWAYS BE ACCESSIBLE. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICES WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE.

Limitations on Liability

EXCEPT FOR A PARTY’S OBLIGATIONS UNDER “INDEMNIFICATION” OR CUSTOMER’S BREACH OF THE “USE RESTRICTIONS” SECTION, NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY, AND (C) ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification

Indemnity. Customer will defend, Indemnify, and hold Celito and its officers, directors, and employees harmless against any third party claim or action brought against Celito to the extent (a) the Customer Data infringes such third party’s intellectual party rights (including intellectual property rights such as patents, utility models, design rights, copyrights and trademarks or any other intellectual property right), and (b) caused by the gross negligence, fraud, or wilful misconduct of Customer. Customer agrees to pay any settlements that Customer agrees to in a writing signed by Customer’s authorized officer or final judgments awarded to the third party claimant by a court of competent jurisdiction.
Procedures. The indemnifying party’s obligations under this “Indemnification” section are conditioned on the indemnified party (a) providing the indemnifying party with prompt written notice of any claim, (b) granting the indemnifying party sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. Notwithstanding anything else to the contrary in this Agreement, the indemnifying party’s obligations under this “Indemnification” section are limited to its obligations under this “Procedures” section, payment for the cost of defense of the third party claim incurred by the indemnifying party and the payment of (i) any settlements agreed to by the indemnifying party in a writing signed by an officer of the indemnifying party, or (ii) final judgments awarded to the third party claimant by a court of competent jurisdiction.

General Terms

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in the Agreement will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
Use of Brands. Subject to Customer’s standard trademark usage guidelines as provided to Celito from time to time, Customer hereby consents to inclusion of its name and logo in client lists that may be published or used as part of Celito’s marketing and promotional efforts.
Assignment and Delegation. You may not assign or otherwise transfer these Terms or your rights or obligations under these Terms (whether by operation of law or otherwise) without our prior written consent, and we may terminate these Terms (including your rights under these Terms) if you are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent. We may assign or otherwise transfer these Terms (without your consent or notice to you) as part of a reorganization, merger, sale of assets or other transaction that involves all or a portion of Celito.
Modifications. We may modify these Terms at any time at our sole discretion, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of the Services shall be deemed as acceptance of the modified Terms.
Updates. We may modify or delete certain features and/or functionalities of the Services, which may include patches, updates, upgrades and modifications (“Updates”). You agree that we have no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Services to you. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Services, and (ii) subject to these Terms.
Notices. All notices, requests, demands and other communications given or made to us pursuant to these Terms must be sent to us in writing to notices@celitotech.com. Such notice shall be deemed effective when received.

We will send all notices to you by email to the registered email address associated with your account, by posting to your account, by posting on the Services, by mail to the address associated to your account, or by any other means we deem reasonable that involves specific notification to you. In the case of notices by email, the notice shall be effective one day after being sent. In the case of other notices, the notice shall be effective five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address set forth on Your License Agreement (or, if no License Agreement has been provided, Your last address known) if so permitted by applicable law.

Waiver and Severability. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Export Controls. You agree to comply with the export laws and regulations of the United States and any other country with jurisdiction over your use of the Services or any derivative products or services. You warrant that your use of the Services shall at all times comply with all applicable federal, state, and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this contract, including, without limitation, worker’s compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination, and licensing laws and regulations.
Entire Agreement. These Terms, your License Agreement, and any exhibits and schedules thereto constitute the entire agreement with respect to your access to and use of the Services. If there is a conflict between these Terms and your License Agreement, the exhibits or schedules to your License Agreement, or any other commercial contract governing the provision of the Services, then the License Agreement, any exhibits and schedules thereto, or such commercial contract shall prevail.
Governing Law, Consent to Jurisdiction. These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the state of California. You hereby irrevocably consent to the jurisdiction of the courts of the State of California, county of Santa Clara, for all purposes in connection with any action or proceedings which arise out of or relate to these Terms or your use of the Services, and agree that any action instituted pursuant to these Terms shall be brought only in the state courts located in Santa Clara county, California, or the federal courts in the Northern District of California, as the case may be.