TERMS OF USE 

Last Revised on December 13, 2024 

These Terms of Use (these “Terms”) contain the terms and conditions which govern your use of our product and all related content, tools, features and functionality offered on or through the product (collectively, the “Services”). These Terms are supplemental and subordinate to the terms of the Master Subscription Agreement entered into between Celito Tech, Inc. (“Company”, “we” or “us”) and the customer who ordered the Services (“Customer”, “you” or “your”). For any individual who purchases the Services on behalf of an entity or organization, such entity or organization is considered the Customer hereunder, and such individual represents and warrants that he or she is an authorized representative of the Customer with the authority to bind the Customer to these Terms.  

These Terms govern your access to and use of the Services, as well as any individuals authorized by the Company and by you to access the Services (“Authorized Users”). You are responsible for ensuring that only Authorized Users access and use the Services and for your Authorized Users’ compliance with these Terms. Please read these Terms as they include important information about your legal rights. By accessing and/or using the Services, including any access or use by your Authorized Users, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.  

Use of the Services 

Input and Output.  

• The Services allow you to submit input text, content and other information (the “Input”). The Services then use artificial intelligence technology to generate an output based on your Input (the “Output”). The Company does not claim any ownership rights in your Input or Output, and we do not restrict your ability to use any Output for your own purposes (including for commercial purposes). However, you acknowledge that due to the nature of generative AI tools, your Output may not be unique and users of the Services may create their own Output that is similar or the same as your Output because the same or similar Input was provided. You grant the Company a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) your Input and Output but solely as required to be able to operate, improve and provide the Services.  

• You may not direct the Services to generate any Output in violation of any applicable intellectual property right, contractual restriction or other law.  By submitting any Input through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Input in connection with the Services. You represent and warrant that your submission of an Input in connection with your use of the Services, including to generate an Output, will not breach any law or any third party’s terms and conditions associated with such Input. The Services are not able to independently verify any factual claims in the Input, or correct all inaccuracies in the Input or other original source information.  Accordingly, we make no representations or warranties related to any Output, including as to the Output’s accuracy, completeness or suitability.   
  

Restrictions On Your Use of the Services.

• • You shall not do, and shall not permit any of your Authorized Users to do, any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions: 

• • download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; 

• • duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; 

• • use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; 

• • use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; 

• • exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;  

• • access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; 

• • attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; 

• • circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; 

• • use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;  

• • introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; 

• • submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable; 

• • violate any applicable law or regulation in connection with your access to or use of the Services;  or 

• • access or use the Services in any way not expressly permitted by these Terms.  

Other Services.

• The Company may provide Customer certain other services related to the implementation, maintenance and support of the Services, and such other services will be set forth in a separately executed agreement.  

User Accounts and SUBSCRIPTIONS  

• Creating and Safeguarding your Account. To use certain of the Services, you and/or your Authorized Users need to create an account (“Account”). You agree to provide, and shall ensure your Authorized Users provide, us with accurate, complete and updated information for any Accounts. You and your Authorized Users can access, edit and update any Accounts via the settings page of the applicable Account profile. You are solely responsible for any activity on your or your Authorized Users’ Accounts and for maintaining the confidentiality and security of any passwords to such Accounts. We are not liable for any acts or omissions by you or your Authorized Users in connection with any Accounts. You or your Authorized Users must immediately notify us at celitoai-support@celitotech.com if you know or have any reason to suspect that your or an Authorized User’s Account or password has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of any Accounts.  

PRIVACY POLICY 

• Privacy Policy. Our Privacy Policy describes how we handle the data and information you or your Authorized Users provide or make available to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at celito.ai/privacy.  

PREVIEW FEATURES   

• From time to time, we may, in our sole discretion, include certain preview or beta features or products in the Services (“Preview Features”) as we may designate from time to time. Your use of any Preview Feature is completely voluntary. The Preview Features are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Preview Feature is at your sole risk.  You agree that once you use a Preview Feature, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Preview Feature back to the prior non-beta version. If we provide you any Preview Features on a closed beta or confidential basis, we will notify you of such as part of your use of the Preview Features. For any such confidential Preview Features, you agree to not disclose, divulge, display, or otherwise make available any of the Preview Features without our prior written consent.  

Ownership and Content  

• Ownership of the Services.
  The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials and any technology used to generate any Output, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Services and its content (other than any Input or Output), including, without limitation, the exclusive right to create derivative works.  
  
  
• Ownership of Trademarks.
  The Company’s name, trademarks and logos and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.  Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.   
  
  
• Ownership of Feedback.
  We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.  
  
  
• Notice of Infringement – DMCA (Copyright) Policy
  If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services, including any Input and Output, have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: 

• • identification of the copyrighted work that is claimed to be infringed; 

• • identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; 

• • information for our copyright agent to contact you, such as an address, telephone number and e-mail address; 

• • a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;  

• • a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and 

• • the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. 

Notices of copyright infringement claims should be sent by mail to: Celito Tech, Inc., Attn: Joyce Tan, 2100 Geng Road, Suite 210, Palo Alto, CA 94303; or by e-mail to legal@celitotech.com.  It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others. 

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.  

Third Party Services and Materials  

• Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. Your access and use of Third Party Materials may be governed by additional terms and conditions of the provider of such Third Party Materials, which you agree to comply with. 
  

Disclaimers, Limitations of Liability and Indemnification 

Disclaimers.  

• Your access to and use of the Services and any Output are at your own risk. You understand and agree that the Services and any Output are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  

• The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Output; (b) the infringement of the rights of any third party in your use of any Output; (c) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (d) the operation or compatibility with any other application or any particular system or device; (e) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, any Input or Output and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. You should not rely on the Services or any Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Output is not a substitute for advice from a qualified professional.  

• THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES, INCLUDING ANY OUTPUT.  

• YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR. 

Limitations of Liability.

• TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES, OUTPUT OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OUTPUT OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES OR OUTPUT.  SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  
• Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party, including through your generation or use of any Output; (c) your misuse of the Services; or (d) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim. 
  
  

Additional Provisions 

• Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms.  If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of our website. However, it is your sole responsibility to review these Terms from time to time to view any such changes.  The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.   

• Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. 

• Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations. 

• Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond the Company’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control. 

• Independent Contractor.  Company’s relationship with you will be that of an independent contractor.  It is agreed and understood that neither party is the agent, representative, nor partner of the other and neither party has any authority or power to bind or contract in the name of or to create any liability against the other in any way or for any purpose pursuant to these Terms.  Nothing contained in these Terms shall be construed to give either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, principal and agent, employer and employee, co-owners, or otherwise as participants in a joint undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. 

• Dispute Resolution. If any dispute arises under these Terms, including relating to any Outputs, and the parties are unable to resolve the dispute in the ordinary course of business, the parties will use good-faith efforts to resolve the matter informally before resorting to more formal means of resolution.  After the informal dispute resolution process, any remaining dispute will be resolved by arbitration, including threshold questions of arbitrability of the dispute.  The parties agree that any dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect.  Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules and will be held in [San Francisco, California], or in a place otherwise mutually agreed by the parties.  A party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved and may, without waiving any remedy under these Terms, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that party pending the arbitration award.  Unless otherwise awarded by the arbitrator, each party shall bear its own costs and expenses and an equal share of the arbitrator’s and any administrative arbitration fees.  Except to the extent necessary to confirm an award or as may be required by applicable laws, rules and regulations, neither a party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of the other parties.  IN ADDITION, EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ARBITRATION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, FORUM NON CONVENIENS OR ANY SIMILAR DOCTRINE OR THEORY.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.  

• Governing Law. These Terms shall be governed by the laws of California, without regard to conflict of laws rules, and the state and federal courts located in San Mateo County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or related to these Terms.  

• Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.  If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. 

• Assignment. Customer may not assign, sell or otherwise transfer these Terms or any of its rights, interests or obligations hereunder, without the prior written approval of the Company. Company may freely assign these Terms or any of its rights, interest or obligations hereunder.  

• Severability. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 

• Entire Agreement. These Terms, including any order forms or similar documents that may be entered into between the parties, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

• Notices.  All notices under these Terms shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) after sending by email and confirmation of receipt. Notices to Company and Customer shall be addressed to the email and/or address set forth in the applicable Order Form.