Celiums.io Terms of Service

Effective Date: March 25, 2026

These Terms of Service (the “Terms”) are a legally binding agreement between you and Celiums.io (“Celiums,” “Company,” “we,” “us,” or “our”) governing your access to and use of the Celiums.io website, APIs, knowledge modules, MCP integrations, software, content, and related services (collectively, the “Service”).

Company information
Celiums.io
Delaware, USA
Website: https://celiums.io
General contact: [email protected]
Legal contact: [email protected]

By accessing or using the Service, creating an account, generating or using an API key, clicking to accept these Terms, or otherwise indicating your assent, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility

You may use the Service only if:

  • you are legally capable of entering into a binding contract;
  • you are not prohibited from using the Service under applicable law;
  • you are not located in, organized in, ordinarily resident in, or using the Service from any country or territory subject to comprehensive U.S. sanctions or embargoes, and are not otherwise a prohibited or restricted party under applicable export control or sanctions laws; and
  • if you use the Service on behalf of a company or other entity, you have authority to bind that entity to these Terms.

If you are using the Service for an entity, “you” includes both you and that entity.

2. Description of the Service

Celiums provides AI-generated knowledge modules, prompts, data structures, and related outputs made available through MCP and related integrations with coding IDEs and developer tooling, including through API key-based access. The Service currently includes access to a large catalog of modules and related functionality, which may be added to, modified, suspended, or discontinued at any time.

The Service is operated primarily through automated systems and artificial intelligence. Celiums currently has no human employees, and many support, moderation, operational, and decision-making functions may be performed by automated systems.

3. Changes to the Service

We may change, update, improve, restrict, suspend, or discontinue any part of the Service at any time, with or without notice, including features, modules, integrations, availability, pricing, and technical requirements. We are not liable for any modification, suspension, or discontinuation of the Service or any feature.

4. Account Registration and API Keys

To access some or all features, you may need to create an account or obtain API credentials. You agree to:

  • provide accurate, current, and complete information;
  • keep your credentials secure and confidential;
  • not share, sell, lease, transfer, sublicense, or otherwise permit unauthorized access to your account or API keys;
  • notify us promptly at [email protected] of any suspected unauthorized use or security incident involving your account or credentials; and
  • remain responsible for all activities occurring under your account or API keys, whether or not authorized by you.

We may treat any activity conducted using your credentials as your activity.

5. Acceptable Use

You may use the Service only in compliance with these Terms and all applicable laws, regulations, and third-party rights. You must not, and must not permit others to:

  • use the Service for any unlawful, fraudulent, deceptive, abusive, or harmful purpose;
  • violate any applicable law, regulation, court order, industry rule, or third-party right;
  • infringe, misappropriate, or violate intellectual property, privacy, publicity, confidentiality, or other rights;
  • upload, transmit, or submit content you do not have the right to use;
  • reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise seek to discover non-public aspects of the Service, except to the limited extent prohibited by applicable law;
  • interfere with or disrupt the integrity, performance, or security of the Service;
  • circumvent rate limits, security controls, authentication mechanisms, access restrictions, or usage limitations;
  • use bots, scrapers, or automated means to access the Service except through authorized interfaces;
  • resell, rent, lease, sublicense, distribute, or commercially exploit the Service except as expressly authorized in writing;
  • use the Service to develop or improve a competing service, model, dataset, or product, except to the extent such restriction is prohibited by applicable law;
  • use the Service to generate, distribute, or facilitate malware, spyware, ransomware, phishing, spam, or other harmful code or content;
  • use the Service for surveillance in violation of law, social scoring, or unlawful profiling;
  • use the Service in a way that imposes unreasonable load or harms other users; or
  • misrepresent AI-generated output as human-reviewed, professionally certified, or guaranteed accurate.

6. Prohibited and Regulated Uses

You are solely responsible for ensuring that your use of the Service complies with all laws and regulations applicable to your industry, jurisdiction, and use case. You must not use the Service in connection with regulated activities unless you independently verify that such use is lawful and appropriate, and the Service is suitable for that purpose.

Without limiting the foregoing, you may not use the Service as a substitute for licensed professional services, regulated advice, or compliance determinations.

7. Professional Advice Disclaimer

THE SERVICE, INCLUDING ALL MODULES, OUTPUTS, SUGGESTIONS, SUMMARIES, CLASSIFICATIONS, RECOMMENDATIONS, AND OTHER CONTENT, IS PROVIDED FOR GENERAL INFORMATIONAL AND DEVELOPMENT PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, TAX, ACCOUNTING, INVESTMENT, CLINICAL, OR OTHER PROFESSIONAL ADVICE.

Modules may address topics that relate to law, medicine, healthcare, finance, investing, taxation, compliance, employment, insurance, security, or other regulated or high-impact domains. Celiums is not a law firm, medical provider, financial institution, broker-dealer, investment adviser, accountant, or licensed professional service provider. No attorney-client, doctor-patient, fiduciary, advisory, or other professional relationship is created by your use of the Service.

You must not rely on the Service as a substitute for advice from qualified professionals who are familiar with your specific facts and circumstances. You are solely responsible for obtaining independent professional review before acting on any module or output. Celiums disclaims all liability and responsibility for any decision, action, omission, loss, injury, claim, liability, or damage arising from or related to reliance on the Service for professional, regulated, legal, medical, financial, or other specialized matters.

8. AI-Generated Content Disclaimer

All modules and outputs made available through the Service are AI-generated and may be generated, curated, transformed, ranked, summarized, or delivered by automated systems without human review. Celiums does not guarantee that any module or output is accurate, complete, reliable, lawful, merchantable, non-infringing, safe, current, available, or fit for any particular purpose.

AI-generated content may contain errors, omissions, hallucinations, biases, unsafe recommendations, outdated information, broken logic, incorrect citations, or content that is misleading, offensive, or unsuitable for your intended use. You are solely responsible for independently reviewing, testing, validating, and approving all modules and outputs before use or reliance.

9. No High-Risk Use

You may not use the Service, and the Service is not designed, intended, or authorized, for any High-Risk Use, including any use where failure, inaccuracy, delay, interruption, or malfunction of the Service could reasonably be expected to lead to death, personal injury, bodily harm, environmental damage, or significant property or societal harm.

High-Risk Uses include, without limitation:

  • medical diagnosis, treatment, triage, prescribing, or clinical decision-making;
  • emergency response or dispatch;
  • autonomous vehicles, aviation, maritime navigation, or traffic control;
  • industrial control systems, critical infrastructure, utilities, or hazardous environments;
  • weapons, targeting, military operations, or defense systems;
  • nuclear facilities or systems;
  • child safety determinations;
  • law enforcement or criminal sentencing decisions;
  • employment, credit, insurance, housing, immigration, or education decisions without lawful and appropriate human review;
  • any life-critical or safety-critical decision-making system.

You assume all risk for any prohibited or High-Risk Use, and Celiums disclaims all liability arising from such use.

10. User Content and Inputs

You may provide prompts, requests, text, data, code, files, feedback, and other materials to the Service (“Inputs”). Outputs generated by the Service in response to your Inputs are “Outputs.” Inputs and Outputs together may be referred to as “User Content” where the context requires.

As between you and Celiums, and subject to applicable law and third-party rights:

  • you retain ownership of your Inputs; and
  • subject to your compliance with these Terms and any applicable payment obligations, Celiums grants you any rights we may have in Outputs generated specifically for you, if any, solely to the extent necessary for you to use the Outputs for your lawful internal or authorized business purposes.

Because AI systems may generate similar or identical content for different users, Outputs may not be unique, and we do not guarantee exclusivity, originality, or non-infringement.

You are solely responsible for your Inputs, your use of Outputs, and ensuring that you have all rights, licenses, consents, and permissions necessary to provide Inputs and use Outputs.

11. License to Celiums

You grant Celiums a worldwide, non-exclusive, royalty-free, transferable, sublicensable license during the term of these Terms to host, store, reproduce, transmit, display, perform, modify, adapt, analyze, process, and use your Inputs and other User Content as necessary to:

  • provide, maintain, secure, and improve the Service;
  • generate and deliver Outputs;
  • perform troubleshooting, fraud prevention, abuse prevention, analytics, logging, and operational functions;
  • comply with law and enforce these Terms; and
  • exercise our rights and obligations under these Terms and our Privacy Policy.

If you provide feedback, suggestions, or ideas, you grant Celiums a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation.

12. Intellectual Property Rights

The Service is licensed, not sold. Celiums and its licensors own and reserve all right, title, and interest in and to the Service, including all software, models, workflows, module libraries, compilations, databases, interfaces, APIs, designs, trademarks, logos, documentation, text, graphics, and all related intellectual property rights.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise. You may not use Celiums’s name, logos, or marks without prior written permission.

13. No Guarantee of Originality or Non-Infringement

Due to the nature of machine-generated systems, Outputs may resemble, duplicate, or overlap with content generated for other users or available from third parties. Celiums does not warrant that any Output is original, exclusive, free from third-party claims, or suitable for intellectual property registration or protection. You are solely responsible for clearance, review, and risk assessment before using any Output in commerce, publication, regulated contexts, or other sensitive use.

14. Open Source Components

Some portions of the Service may include or be distributed with open source software or other third-party components subject to separate license terms. Where required by applicable licenses, your use of those components is governed by the applicable open source or third-party license, which may grant rights that override certain restrictions in these Terms solely with respect to those components.

15. Payment Terms

Paid features may require payment of fees. Unless otherwise stated:

  • all fees are stated and payable in U.S. dollars;
  • payments are processed by Stripe;
  • you authorize Celiums and its payment processor to charge your selected payment method for all amounts due, including recurring charges, taxes, and any applicable overages;
  • fees are non-refundable except as expressly stated in these Terms or required by law;
  • you must provide accurate billing information and keep it current;
  • you must use the same email address for Stripe checkout as your Celiums account registration email — payments are matched to accounts by email, and credits or plan upgrades cannot be applied if the emails do not match;
  • if your payment method fails, we may suspend or terminate access until payment is received; and
  • support via email ([email protected]) is available exclusively to paid plan subscribers (Pro and Network). Free plan users have access to self-service documentation only.

We may change pricing, plans, billing structures, usage metrics, and fees at any time on prospective notice.

16. Taxes

You are responsible for all sales, use, VAT, GST, withholding, and other taxes, duties, levies, or governmental assessments associated with your use of the Service, excluding taxes based on Celiums’s net income. If withholding is required by law, you will gross up payments so that Celiums receives the full amount due, unless prohibited by law.

17. Subscriptions, Renewals, and Cancellation

If you purchase a subscription, it will renew automatically for successive billing periods unless canceled before the renewal date. You authorize recurring billing until cancellation. You may cancel at any time through your account settings, if available, or by contacting [email protected]. Cancellation will take effect at the end of the current paid term unless otherwise required by law.

No partial-period refunds are provided except as expressly stated in these Terms or required by law.

18. EU Consumer Withdrawal Right

If you are a consumer residing in the European Union, you may have a legal right to withdraw from a distance contract within 14 days of purchase without giving any reason.

To exercise the withdrawal right, you must send a clear statement of your decision to withdraw within 14 days of purchase to [email protected] from the email associated with your account, including your full name, account email, purchase date, and request to withdraw.

If you requested immediate access to digital content or digital services during the withdrawal period, you acknowledge and agree, to the extent permitted by applicable law, that:

  • your withdrawal right may be lost or reduced once performance begins; or
  • you may owe a proportionate amount for the portion of the Service supplied before withdrawal.

Where a refund is due, it will be processed to the original payment method within a commercially reasonable time and in any event consistent with applicable law.

19. Free Services and Beta Features

Celiums may offer free access, preview features, alpha, beta, trial, experimental, or evaluation features (“Beta Features”). Beta Features are provided “AS IS,” may be incomplete or unavailable, may contain defects, may be subject to additional restrictions, and may be modified or discontinued at any time without notice. Celiums has no obligation to provide support, maintenance, or service levels for Beta Features.

20. No Service Level Agreement for Free or Pro Plans

Unless expressly stated in a separate written agreement signed by Celiums, no service level agreement (SLA) applies to free or Pro plans. Availability, uptime, support response times, and recovery commitments are not guaranteed for such plans.

Any SLA for Business or Enterprise customers will apply only if set forth in a separate written agreement or order form expressly referencing the applicable SLA.

21. Security

Celiums implements commercially reasonable administrative, technical, and organizational measures designed to protect the Service and data under our control. However, no system or transmission method is completely secure, and we do not guarantee that the Service will be free from breaches, unauthorized access, loss, corruption, interception, or other security incidents.

You are responsible for securing your own systems, credentials, devices, networks, and environments, and for maintaining backups and contingency plans. Celiums will provide notifications of certain breaches or security incidents to the extent required by applicable law.

22. Privacy and Data Processing

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. To the extent personal data is processed in connection with the Service, Celiums will process such data in accordance with the Privacy Policy and applicable law.

For purposes of applicable data protection law, including the GDPR where applicable, Celiums acts as a controller with respect to personal data it collects and processes for its own business purposes described in the Privacy Policy.

For certain enterprise arrangements, Celiums may make a separate Data Processing Addendum (DPA) available upon written request where legally appropriate for the relevant processing relationship. No DPA is effective unless executed by both parties or otherwise expressly accepted by Celiums in writing.

23. Hosting and Service Providers

The Service may use third-party infrastructure and providers, including but not limited to:

  • DigitalOcean for U.S.-based data hosting and infrastructure;
  • Cloudflare for content delivery, performance, and security services;
  • Stripe for payment processing; and
  • Resend for email delivery and related communications.

Celiums may change providers at any time. We are not responsible for outages, failures, acts, or omissions of third-party providers except as required by law.

24. Monitoring and Enforcement

We may, but are not obligated to, monitor use of the Service, review activity logs, investigate suspected violations, and take any action we deem appropriate to protect the Service, users, third parties, or our rights. Such action may include warning users, removing content, throttling access, suspending accounts, revoking API keys, blocking IP addresses, reporting to authorities, or pursuing legal remedies.

25. Suspension

Celiums may immediately suspend or restrict your access to some or all of the Service, without prior notice and without liability, if we believe:

  • you violated these Terms or any applicable acceptable use or policy requirements;
  • your use poses a security risk or threatens the integrity, availability, or performance of the Service;
  • your account is involved in fraud, abuse, illegal activity, or suspicious activity;
  • payment is overdue or your payment method fails;
  • suspension is required to comply with law, regulation, court order, or government request; or
  • continued access may expose Celiums, users, or third parties to risk or liability.

We may, but are not required to, restore access if the issue is resolved to our satisfaction.

26. Term and Termination

These Terms begin when you first access or use the Service and continue until terminated.

26.1 Termination by You

You may stop using the Service at any time. You may terminate these Terms by closing your account and ceasing all use of the Service.

26.2 Termination by Celiums

Celiums may terminate these Terms or your access to the Service, in whole or in part, at any time, with or without notice, for any lawful reason, including for breach, risk, fraud, non-payment, prolonged inactivity, legal compliance, or discontinuation of the Service.

26.3 Effect of Termination

Upon termination:

  • your rights to access and use the Service immediately cease;
  • you must stop using the Service and any related credentials;
  • any outstanding payment obligations become immediately due;
  • Celiums may delete or disable access to your data, Inputs, and account information in accordance with our retention practices, legal obligations, and technical limitations; and
  • sections that by their nature should survive will survive, including ownership, disclaimers, limitations of liability, indemnification, dispute resolution, payment obligations, and miscellaneous provisions.

Celiums is not liable for deletion of data or failure to retain data after termination. You are responsible for exporting any data you wish to retain before termination.

27. Copyright Complaints and DMCA Policy

If you believe that content made available through the Service infringes your copyright, you may send a notice to [email protected] with the subject line “DMCA Notice” including:

  • identification of the copyrighted work claimed to be infringed;
  • identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it;
  • your name, address, telephone number, and email address;
  • a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
  • a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and
  • your physical or electronic signature.

If appropriate, we may remove or disable access to allegedly infringing material and may terminate repeat infringers.

If you believe your content was removed by mistake or misidentification, you may send a counter-notice containing the information required by applicable law. Celiums may forward notices and counter-notices to the relevant parties and will process them in accordance with applicable law.

28. Export Controls and Sanctions

You may not use, export, re-export, release, transfer, or make available the Service or any related software, technology, or Outputs in violation of any applicable export control, trade sanctions, or import laws and regulations, including those of the United States.

You represent and warrant that:

  • you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. embargoes or sanctions;
  • you are not listed on, owned by, or acting on behalf of any person or entity on any U.S. government restricted party list; and
  • you will not use the Service for any prohibited end use, including prohibited military, weapons, or proliferation-related purposes.

You are solely responsible for obtaining any required licenses or approvals and for complying with all export and sanctions laws.

29. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

CELIUMS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RESULTS, SYSTEM INTEGRATION, AVAILABILITY, SECURITY, RELIABILITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, CELIUMS DOES NOT WARRANT THAT ANY MODULE, OUTPUT, OR CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, LAWFUL, SAFE, ORIGINAL, NON-INFRINGING, OR SUITABLE FOR YOUR NEEDS.

Some jurisdictions do not allow exclusion of certain warranties, so some exclusions may not apply to you to the extent prohibited by law.

30. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CELIUMS, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, MANAGERS, AGENTS, PERSONNEL, CONTRACTORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CELIUMS AND ITS RELATED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO CELIUMS FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) TEN U.S. DOLLARS (US $10.00).

This limitation applies to all claims of every kind, including claims based on contract, tort, negligence, strict liability, misrepresentation, restitution, statutory causes of action, equitable claims, and any other theory of liability.

The exclusions and limitations in these Terms form an essential basis of the bargain between you and Celiums and will apply even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to you to the extent prohibited by law.

31. Time Limit to Bring Claims

To the maximum extent permitted by law, any claim or cause of action arising out of or relating to the Service or these Terms must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred.

32. Indemnification

You will defend, indemnify, and hold harmless Celiums, its affiliates, licensors, service providers, and their respective officers, directors, members, shareholders, managers, agents, contractors, successors, and assigns from and against any and all claims, demands, actions, proceedings, investigations, damages, judgments, awards, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and legal costs, arising out of or relating to:

  • your Inputs, User Content, or data;
  • your use of the Service or any Output;
  • your breach or alleged breach of these Terms;
  • your violation of any law, regulation, or third-party rights;
  • your use of the Service in regulated, prohibited, or High-Risk contexts;
  • any allegation that your Inputs, data, or use of the Service infringes, misappropriates, or violates intellectual property, privacy, publicity, confidentiality, or other rights; or
  • your fraud, misconduct, negligence, or willful wrongdoing.

Celiums reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate fully with Celiums in the defense of such matter. You may not settle any claim without Celiums’s prior written consent if the settlement imposes any obligation, admission, or liability on Celiums.

33. Arbitration Agreement

Please read this section carefully. It affects your legal rights, including your right to sue in court and to have a jury trial.

33.1 Agreement to Arbitrate

Except for disputes that qualify for small claims court, requests for temporary or preliminary injunctive relief, or disputes expressly excluded below, you and Celiums agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the formation, breach, termination, enforcement, interpretation, validity, scope, or arbitrability of this arbitration agreement, will be resolved by final and binding arbitration on an individual basis.

33.2 Arbitration Rules and Administrator

The arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable Consumer Arbitration Rules or Commercial Arbitration Rules, as appropriate, as modified by these Terms. If AAA is unavailable, the parties will mutually select an alternative nationally recognized arbitration provider, or a court of competent jurisdiction will appoint an arbitrator.

33.3 Seat, Venue, and Method

The seat of arbitration will be Delaware, USA, unless otherwise required by applicable law or agreed by the parties. The arbitration may be conducted remotely, by submission of documents, by telephone, by video conference, or in person, as determined by the arbitrator.

33.4 Governing Law

The Federal Arbitration Act governs the interpretation and enforcement of this Section 33. Delaware law governs all other aspects of these Terms, without regard to conflicts of law rules, as set forth in Section 36.

33.5 Individual Arbitration Only; Class Action Waiver

You and Celiums agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, coordinated, consolidated, mass, representative, or private attorney general action or proceeding.

The arbitrator may not consolidate more than one person’s claims and may not preside over any class, collective, representative, coordinated, mass, or private attorney general proceeding. If this class action waiver is found unenforceable as to any claim or request for relief, then that claim or request for relief will be severed and litigated in court, and the remaining claims will proceed in arbitration to the fullest extent permitted by law.

33.6 Jury Trial Waiver

To the maximum extent permitted by law, you and Celiums waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Service.

33.7 Small Claims Exception

Either party may bring an individual claim in small claims court if the claim qualifies and remains in that court on an individual, non-representative basis.

33.8 Injunctive Relief and IP Claims

Nothing in this Section prevents either party from seeking temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction to prevent imminent harm, unauthorized use, infringement, misappropriation, breach of confidentiality, or other misuse of intellectual property or security rights.

33.9 Arbitration Costs

Payment of arbitration fees will be governed by the applicable AAA rules and applicable law. Each party will bear its own attorneys’ fees and costs except as otherwise required by law, the applicable arbitration rules, or awarded by the arbitrator.

33.10 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days after you first agree to these Terms. Your opt-out notice must include your full legal name, account email, mailing address, and a clear statement that you wish to opt out of arbitration. If you opt out, all other parts of these Terms remain in effect.

34. Informal Dispute Resolution

Before filing arbitration or suit, you agree to first contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days, unless seeking urgent injunctive relief. Your notice must describe the nature of the dispute and the relief sought. This informal resolution process is intended to reduce costs and encourage prompt resolution.

35. Class Action Waiver for Court Proceedings

To the fullest extent permitted by law, if for any reason a dispute proceeds in court rather than arbitration, you and Celiums each waive any right to pursue or participate in any class, collective, mass, consolidated, coordinated, representative, or private attorney general action or proceeding.

36. Governing Law and Exclusive Venue

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.

To the extent any dispute is permitted to proceed in court rather than arbitration, the state and federal courts located in Delaware, USA will have exclusive jurisdiction, and you and Celiums each consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum or improper venue.

37. Force Majeure

Celiums will not be liable for any delay, failure, or interruption in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, embargoes, epidemics, pandemics, public health emergencies, governmental actions, power or internet failures, telecommunications failures, cyberattacks, denial-of-service attacks, failures of hosting or cloud providers, or shortages of materials or transportation.

38. Notices

You consent to receive notices from Celiums electronically, including by email, dashboard notification, posting on the Service, or other reasonable electronic means. Notices to Celiums must be sent to [email protected], except general support inquiries may be sent to [email protected].

Electronic notices satisfy any legal requirement that communications be in writing.

39. Amendments to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting updated Terms on the Service, updating the effective date, emailing the address associated with your account, or by other reasonable means. Unless otherwise stated, changes become effective upon posting.

If you continue to use the Service after the effective date of updated Terms, you agree to the revised Terms. If you do not agree, you must stop using the Service and terminate your account.

For disputes arising before the effective date of a change, the Terms in effect at the time the dispute arose will apply, except to the extent prohibited by law.

40. Assignment

You may not assign, delegate, transfer, or sublicense these Terms or any of your rights or obligations under them without Celiums’s prior written consent. Any attempted assignment in violation of this section is void.

Celiums may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law.

41. Waiver

No waiver by Celiums of any provision or breach will be deemed a waiver of any other provision or subsequent breach. Any waiver must be in writing and signed by an authorized representative of Celiums to be effective.

42. Severability

If any provision of these Terms is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. If a provision cannot be enforced as written, it will be modified only to the extent necessary to make it enforceable while preserving its intent as closely as possible.

43. Entire Agreement

These Terms, together with any applicable order forms, separate written agreements, incorporated policies (including the Privacy Policy), and any additional terms expressly accepted by you for particular features, constitute the entire agreement between you and Celiums regarding the Service and supersede all prior or contemporaneous agreements, communications, proposals, and understandings, whether oral or written, relating to the subject matter.

44. No Third-Party Beneficiaries

Except as expressly provided in these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person other than you and Celiums. Notwithstanding the foregoing, Celiums’s affiliates, licensors, and service providers may rely on and enforce any provisions of these Terms that benefit them, including disclaimers, limitations, and indemnities.

45. Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, employment, franchise, or other special relationship between the parties.

46. No Reliance

You acknowledge that in entering into these Terms, you have not relied on any statement, representation, warranty, or promise not expressly set out in these Terms.

47. Language and Interpretation

These Terms are written in English. Any translated version is provided for convenience only, and the English version controls in the event of any conflict. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

48. Contact Information

For support or general questions, contact: [email protected]
For legal notices, DMCA notices, arbitration opt-outs, and legal inquiries, contact: [email protected]

By using Celiums.io, you acknowledge that you have read, understood, and agree to these Terms of Service.