These Terms of Service (“Terms”) govern your access to and use of Celential’s website and service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. Please read them carefully before using the Services.
YOUR USE OF THE SERVICE
By accessing or using the Service you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of an Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization. You may use the Services only in compliance with these Terms. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.
CELENTIAL’S LICENSE TO YOU
Subject to these Terms, Celential gives you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the Service. We reserve all rights not expressly granted in these Terms in the Service. We can terminate this license at any time for any reason or for no reason.
YOUR CONDUCT
You are solely responsible for your conduct, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms. We may choose to review content for compliance with our community guidelines, but you acknowledge that Celential has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services. We reserve the right at all times but are not obligated, to remove or refuse to distribute any Content on the Service including your information. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Celential, its users and the public.
YOUR ACCOUNT
You must provide us accurate information when you create your Celential account. Your Celential account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations. You may never use another user’s account without permission.
ACCOUNT SECURITY
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers, and symbols with your account. You agree not to disclose your password to any third party. Celential cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Celential immediately upon becoming aware of any breach of security or unauthorized use of your account.
CELENTIAL PROPERTY, COPYRIGHTS, AND FEEDBACK
All right, title, and interest in and to the Service (excluding information provided by users) are and will remain the exclusive property of Celential and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Celential name or any of the Celential trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Celential or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
ACCEPTABLE USE OF CELENTIAL
Celential is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to do the following things: use the Service for any unlawful purposes or for promotion of illegal activities; impersonate others through the Service or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission; send spam; publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; access, tamper with, or use non-public areas of the Service, Celential’s computer systems, or the technical delivery systems of Celential’s providers; probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”); forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. International users agree to comply with all local laws regarding online conduct and acceptable content. We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Service.
PRIVACY
We care about the privacy of our users. We collect, use, and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy. You agree that by using the Service, you agree to the collection of such information, and to have your personal data collected, used, transferred to and processed in the United States.
THIRD-PARTY LINKS
The Service may have links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You expressly relieve Celential from any and all liability arising from your use of any third-party website, service, or content and agree that your dealings with any third-party website, service, or content is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such advertisers.
MODIFICATIONS
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or Terms page, so please check those pages regularly. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
NO WARRANTY – CELENTIAL IS AVAILABLE “AS-IS”
Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it’s just that these disclaimers are really important, so we want to highlight them). Celential will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CELENTIAL, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CELENTIAL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO CELENTIAL FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you. The Service is controlled and operated from its facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
MISCELLANEOUS LEGAL TERMS
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void. In the unlikely event that Celential has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Celential claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of San Francisco, California under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Celential from seeking injunctive or other equitable relief from the courts as necessary to protect any of Celential’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND CELENTIAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. You agree that the Service is based in California; and these Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms, together with any amendments and any additional agreements you may enter into with Celential in connection with the Service, will constitute the entire agreement between you and Celential concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any sections of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Celential’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. We may provide notifications, whether these are required by the law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion.
CONTACTING US
If you have any questions about these Terms, please email us at support@celential.ai or contact us at 349 Cobalt Way, #305, Sunnyvale, CA 94085.
