Terms of Service

These Terms of Service (this "Agreement") are a binding contract between you ("Customer," "you," or "your") and Celavii, Inc. ("Celavii," "we," "us," or "our"). This Agreement governs your access to and use of the Celavii platform, including all related websites, applications, tools, AI-powered features, and services (collectively, the "Services"). Celavii and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

Agreement Acceptance

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 14(b) (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 14(c) (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

a. "Account" means the account created by Customer to access the Services.

b. "Aggregated Data" means data and information related to or derived from Customer Data or Customer's use of the Services that is used by Celavii in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.

c. "AI Features" means Celavii's artificial intelligence and machine learning capabilities, including but not limited to: AI-powered creator discovery, affinity scoring, lookalike analysis, sentiment analysis, predictive analytics, content analysis, strategy recommendations, outreach drafting, AI Studio (image generation, video generation, and other generative media tools), and any other AI-generated outputs or agent-driven actions provided through the Services.

c1. "AI Inputs" means any text prompts, descriptive or instructive commands, reference images, reference videos, brand assets, logos, templates, or other content that Customer or its Authorized Users submit to the AI Features for processing, including to the AI Studio. AI Inputs are part of Customer's Content.

d. "Agent" means an AI-powered autonomous agent provided through the Services that can perform actions on Customer's behalf, including but not limited to creator discovery, campaign management, performance analysis, outreach execution, scheduling, reporting, and other marketing automation tasks, as further described in Section 7(h).

d1. "AI Outputs" means any recommendations, analyses, insights, scores, predictions, drafted content, strategy suggestions, generated images, generated videos, generated audio, generated graphics, or other results generated by the AI Features, whether in text, numerical, visual, audiovisual, or any other format.

e. "Authorized User" means Customer's employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

f. "Content" means any data, text, images, videos, audio, or other materials that Customer or its Authorized Users submit, upload, import, or otherwise make available through the Services, including but not limited to creator profiles, campaign data, brand information, and any content retrieved at Customer's direction.

f1. "Communication Gateway" means a connection between the Services and a third-party communication platform (including but not limited to WhatsApp, Telegram, Discord, and email) that enables Customer to interact with the Services or send and receive messages through such platform, as further described in Section 7(i).

f2. "Creator Database" means the shared database of publicly available creator profile information maintained by Celavii as part of the Services, as further described in Section 8(c)(ii). The Creator Database is accessible to all registered Customers and is owned and controlled by Celavii.

g. "Credits" means the unit of consumption used to measure and bill for usage of the Services. Credits are consumed when Customer or Authorized Users perform operations within the Services, including but not limited to creator discovery searches, profile imports, data collection, analytics processing, and AI-powered features.

h. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data does not include Aggregated Data or Social Media Data.

i. "Documentation" means Celavii's end user documentation relating to the Services available at celavii.com.

j. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network, or any application or function of any of the foregoing, or the security, integrity, confidentiality, or use of any data processed thereby.

k. "Order" means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Celavii's online ordering process, the results of such online ordering process, including the selected Plan.

l. "Overage" means usage of Credits beyond the amount included in Customer's Plan during a billing period.

m. "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data," "personally identifiable information," or something similar under applicable laws, rules, or regulations relating to data privacy.

n. "Organization Data" means notes, tags, internal ratings, email communications, outreach history, campaign assignments, CRM records, lists, and other Customer-generated content associated with creator profiles within Customer's organization, as further described in Section 8(c)(iii). Organization Data is private and scoped exclusively to Customer's organization.

o. "Plan" means the specific subscription tier selected by Customer (e.g., Free, Starter, Pro, or Enterprise), which determines the features available, the number of Credits included per billing period, and the applicable fees.

p. "Services" means Celavii's proprietary cloud-based creator intelligence platform, including but not limited to creator discovery, analytics, campaign tracking, AI-powered features, AI Studio, Agents, Communication Gateways, CRM tools, and any related applications, APIs, and websites, as made available by Celavii to Authorized Users from time to time.

q. "Social Media Data" means publicly available data collected from third-party social media platforms (including but not limited to Instagram and TikTok) through the Services, whether initiated at Customer's direction or collected by Celavii for data quality, coverage, or platform improvement purposes. Social Media Data includes creator profiles, posts, engagement metrics, follower information, and related metadata.

r. "Social Media Platforms" means the third-party social media services from which Social Media Data may be collected, including but not limited to Instagram, TikTok, and any other platforms supported by the Services from time to time.

s. "Subscription Period" means the period during which Customer has an active Plan, beginning on the Effective Date and continuing until terminated in accordance with this Agreement.

t. "Third-Party Products" means any third-party products, services, or data sources provided with, integrated with, or incorporated into the Services, including but not limited to Social Media Platforms, data collection providers, payment processors, and cloud infrastructure providers.

u. "Usage Limitations" means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users, Credits, and the applicable product, pricing, and support tiers agreed upon by the Parties.

v. "Workspace" means a distinct organizational unit within the Services under which Customer's data, users, and usage are managed, which may share a credit pool with other Workspaces under the same Account or operate with isolated billing as configured by Customer.

2. Access and Use

a. Provision of Access

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Celavii will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 15(g)), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order or Plan. Celavii shall provide to Customer the necessary access credentials to allow Customer to access the Services.

b. Documentation License

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Celavii hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 15(g)), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.

c. Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

(i) copy, modify, or create derivative works of any Celavii intellectual property, whether in whole or in part;

(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party;

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

(iv) remove any proprietary notices from any Celavii intellectual property;

(v) use any Celavii intellectual property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

(vi) access or use any Celavii intellectual property for purposes of competitive analysis of Celavii or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Celavii's detriment or commercial disadvantage;

(vii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials;

(viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code;

(ix) use Social Media Data obtained through the Services to create or contribute to any database, directory, or dataset that competes with the Services;

(x) use the Services to stalk, harass, bully, intimidate, or otherwise harm any individual, including any creators or social media users whose data is accessible through the Services;

(xi) use the Services to send unsolicited bulk communications (spam) or otherwise violate applicable anti-spam or marketing laws;

(xii) use AI Outputs as the sole or primary basis for making decisions that have legal, financial, or material consequences for any individual without independent human review and verification;

(xiii) represent AI Outputs as human-generated content or conceal the AI-assisted nature of outputs where disclosure is required by applicable law or regulation;

(xiv) use the AI Features, including AI Studio, to generate content that: (A) depicts real individuals without their consent or in a manner that violates their right of publicity, privacy, or likeness; (B) creates deepfakes, non-consensual intimate imagery, or misleading depictions of real persons; (C) contains nudity, sexually explicit material, graphic violence, or content harmful to minors; (D) infringes any third party's copyright, trademark, or other intellectual property rights; (E) constitutes or facilitates fraud, impersonation, or deception; or (F) processes biometric data (such as facial geometry or voiceprints) without proper consent as required by applicable law;

(xv) use AI Outputs to develop, modify, fine-tune, or train any artificial intelligence or machine learning models, algorithms, or products that compete with Celavii's Services;

(xvi) use the Services in any manner that violates the terms of service, acceptable use policies, or community guidelines of any Social Media Platform; or

(xvii) use the Services in violation of Celavii's Acceptable Use Policy available at https://celavii.com/legal/aup, which is incorporated herein by reference.

d. Reservation of Rights

Celavii reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Services or any Celavii intellectual property.

e. Suspension

Notwithstanding anything to the contrary in this Agreement, Celavii may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Celavii reasonably determines that (A) there is a threat or attack on any Celavii intellectual property or infrastructure; (B) Customer's or any Authorized User's use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Celavii; (C) Customer, or any Authorized User, is using the Services for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Celavii's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (F) Customer's use of the Services violates or threatens to violate the terms of service or policies of any Social Media Platform or third-party data provider, or would expose Celavii to liability from such platforms or providers; (ii) any vendor of Celavii has suspended or terminated Celavii's access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 6(a) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Celavii shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Celavii shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Celavii will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

f. Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, Celavii may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Celavii and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Celavii. Customer acknowledges that Celavii may compile Aggregated Data based on Customer Data input into the Services. Customer agrees that Celavii may (i) make Aggregated Data available to third parties including its other customers in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law, including to improve the Services, develop new features, and train machine learning models.

g. Free Plans and Trials

Celavii may offer free Plans, trial periods, or beta features at its sole discretion. Free Plans and trials are provided "AS IS" without any warranties or service level commitments. Celavii reserves the right to modify, limit, or discontinue free Plans, trial periods, or beta features at any time without notice or liability. Customer acknowledges that free Plans may include limited Credits, reduced functionality, or usage restrictions. Celavii makes no guarantees regarding the availability, performance, or continuity of free Plans, trial periods, or beta features.

3. Customer Responsibilities

a. General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

b. Social Media Platform Compliance

Customer acknowledges and agrees that:

(i) The Services collect and process publicly available data from Social Media Platforms at Customer's direction. Customer is solely responsible for ensuring that its use of Social Media Data complies with all applicable laws and regulations, including but not limited to data protection, privacy, and anti-spam laws.

(ii) Customer shall comply with the terms of service, community guidelines, and acceptable use policies of all Social Media Platforms from which data is collected through the Services. Celavii is not responsible for changes to Social Media Platform terms, policies, APIs, or data availability.

(iii) Customer shall not use the Services to collect, store, or process data from Social Media Platforms in any manner that would violate the rights of any individual, including but not limited to the right to privacy.

(iv) Customer acknowledges that Social Media Platforms may restrict, limit, or terminate access to their data or APIs at any time, and Celavii shall have no liability for any resulting interruption or limitation of the Services.

c. Third-Party Products

Celavii may from time to time make Third-Party Products available to Customer or allow for certain Third-Party Products to be integrated with the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Celavii to transmit Customer Data to or from Third-Party Products, Customer represents and warrants to Celavii that it has all right, power, and authority to provide such authorization.

d. Customer Control and Responsibility

Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems, and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; and (vi) independently evaluating and verifying all AI Outputs before relying upon or acting on them.

4. Workspaces and Multi-Tenant Access

a. Workspace Structure

The Services may be organized into Workspaces, each of which operates as a distinct organizational unit for managing data, users, and usage. Customer may create multiple Workspaces under a single Account, subject to the limits of Customer's Plan.

b. Credit Sharing

By default, all Workspaces under a single Account share a common credit pool drawn from the Credits included in Customer's Plan. Customer may configure individual Workspaces to operate with isolated billing, in which case each such Workspace will have its own credit allocation and Overage settings. Celavii is not responsible for the allocation of Credits across Workspaces; Customer is solely responsible for managing Workspace-level credit distribution.

c. Agency and Client Access

Customer may grant access to the Services to its clients ("Client Users") through designated Workspaces. Customer is fully responsible for all acts and omissions of Client Users, and any act or omission by a Client User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall ensure that all Client Users are bound by terms at least as protective of Celavii as those set forth in this Agreement.

5. Support

During the Subscription Period, Celavii will use commercially reasonable efforts to provide Customer with customer support via Celavii's standard support channels during Celavii's normal business hours. The level of support provided may vary based on Customer's Plan. Enterprise Customers may be eligible for enhanced support subject to the terms of a separate agreement or Order.

6. Fees, Credits, and Payment

a. Subscription Fees

Customer shall pay Celavii the fees ("Fees") associated with Customer's Plan as set forth in the Order or as displayed on Celavii's pricing page at the time of subscription, without offset or deduction, at the cadence specified (monthly or annually). All Fees, Credits, Overage charges, and other amounts payable under this Agreement are denominated and payable exclusively in United States dollars (USD). Fees paid by Customer are non-refundable except as expressly provided in this Agreement.

b. Credits and Usage

Each Plan includes a specified number of Credits per billing period. Credits are consumed when Customer or Authorized Users perform operations within the Services. The specific Credit cost per operation is set forth in the Documentation and may be updated from time to time by Celavii with reasonable notice. Credits included in a Plan reset at the beginning of each billing period and do not roll over to subsequent periods. Unused Credits at the end of a billing period are forfeited.

c. Overage

If Customer's Credit usage exceeds the amount included in Customer's Plan during a billing period and Customer has enabled Overage for the applicable Account or Workspace:

(i) The Services will continue to operate, and additional Credits consumed beyond the Plan allowance will be billed as Overage at the per-Credit rate specified in Customer's Plan.

(ii) Overage charges are metered and reported to Celavii's payment processor and will be invoiced at the end of the applicable billing period or as otherwise specified in the Order.

(iii) If Overage is not enabled, operations that would consume Credits beyond the Plan allowance will be blocked until the next billing period or until Customer upgrades to a higher Plan.

The current Overage rates, as of the Effective Date, are as follows and are subject to change with reasonable notice:

Plan	Included Credits / Month	Overage Rate
Free	250 (one-time)	N/A
Starter	3,000	$0.020 per Credit
Pro	7,000	$0.020 per Credit
Enterprise	20,000	$0.015 per Credit

Overage rates are standard across all Plans and are not subject to negotiation, modification, or custom pricing, except as may be expressly agreed in a separate written Order executed by Celavii.

d. Plan Changes

Customer may upgrade or downgrade its Plan at any time through the Services. Upgrades will take effect immediately, and Customer will be charged the prorated difference for the remainder of the current billing period. Downgrades will take effect at the beginning of the next billing period. Upon downgrade, Customer's Credit allowance and available features will be adjusted to reflect the new Plan.

e. Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Celavii's income.

f. Late Payment

If Customer fails to make any payment when due, and Customer has not notified Celavii in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Celavii's other rights and remedies: (i) Celavii may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Celavii for all reasonable costs incurred by Celavii in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Celavii may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

g. Pricing Changes

Celavii reserves the right to modify its pricing, including but not limited to subscription Fees, Overage rates, and Credit costs per operation, at any time upon at least thirty (30) days' prior written notice to Customer. Updated pricing will take effect at the beginning of the next Renewal Subscription Period following the notice period. If Customer does not agree to the updated pricing, Customer may cancel its Plan before the updated pricing takes effect in accordance with Section 14(b). Customer's continued use of the Services after the updated pricing takes effect constitutes Customer's acceptance of the updated pricing.

h. Credit Authorization and Fraud Prevention

To mitigate billing fraud and unauthorized usage, Celavii reserves the right to implement reasonable credit authorization, payment validation, and usage control measures, including but not limited to: (i) preauthorization or validation of Customer's payment method upon account creation or prior to provisioning Services; (ii) applying initial or ongoing spend limits, usage caps, or throttling mechanisms to accounts with insufficient billing history or elevated risk profiles; (iii) suspending or restricting access to Services where Celavii reasonably suspects fraudulent activity, failed payment authorization, or violation of usage terms; and (iv) employing fraud-detection tools and analytics, including third-party services, to assess and manage risk.

7. AI Features and Limitations

a. Nature of AI Features

The Services include AI Features that leverage artificial intelligence, machine learning, and large language models to provide recommendations, analyses, predictions, drafted content, and automated actions. Customer acknowledges and agrees that AI technology is inherently probabilistic and that the AI Features are continuously evolving.

b. AI Output Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(i) AI OUTPUTS MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR CURRENT AND MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR DETAILED OR SPECIFIC.

(ii) AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND ASSISTIVE PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LEGAL, FINANCIAL, MARKETING, OR BUSINESS ADVICE.

(iii) CUSTOMER SHOULD NOT RELY ON ANY AI OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY AND SUITABILITY FOR CUSTOMER'S SPECIFIC CIRCUMSTANCES.

(iv) AI FEATURES, INCLUDING AFFINITY SCORES, ENGAGEMENT PREDICTIONS, SENTIMENT ANALYSES, LOOKALIKE RECOMMENDATIONS, AND STRATEGY SUGGESTIONS, ARE GENERATED BY AUTOMATED SYSTEMS AND REFLECT STATISTICAL PATTERNS IN DATA. THEY DO NOT REPRESENT GUARANTEES OF PERFORMANCE, OUTCOMES, OR RESULTS.

(v) AI OUTPUTS MAY REFLECT BIASES PRESENT IN TRAINING DATA OR UNDERLYING MODELS AND MAY NOT REFLECT CELAVII'S VIEWS OR ENDORSEMENT.

(vi) CELAVII DOES NOT WARRANT THAT AI FEATURES WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR THAT AI OUTPUTS WILL ACHIEVE ANY PARTICULAR RESULT OR STANDARD OF QUALITY.

c. Customer's Responsibility for AI Outputs

Customer is solely responsible for: (i) evaluating, verifying, and validating all AI Outputs before relying upon or acting on them; (ii) any decisions, actions, or communications made based on AI Outputs; (iii) ensuring that the use of AI Outputs complies with all applicable laws, regulations, and industry standards; and (iv) any consequences arising from Customer's or its Authorized Users' reliance on AI Outputs.

d. AI-Assisted Outreach

Where the Services provide AI-assisted drafting of outreach messages, emails, or other communications:

(i) Customer is solely responsible for reviewing, editing, and approving all AI-drafted communications before sending them.

(ii) Celavii does not send any communications on Customer's behalf without Customer's express action and approval.

(iii) Customer shall ensure that all outreach conducted using AI-drafted content complies with applicable laws, including but not limited to the CAN-SPAM Act, GDPR, and any other applicable anti-spam, marketing, and data protection regulations.

e. No Financial, Legal, or Professional Advice

The Services and AI Outputs do not constitute and shall not be construed as financial, legal, investment, tax, or other professional advice. Customer shall not rely upon the Services or AI Outputs to buy or sell securities, make investment decisions, or provide or receive advice about securities, commodities, derivatives, or other financial products or services. Celavii is not a broker-dealer, registered investment adviser, attorney, or licensed professional under the laws of any jurisdiction.

f. AI Studio — Generative Media

The Services include AI Studio, which enables Customer to generate images, videos, graphics, and other media assets using AI models ("AI Studio"). The following terms apply to Customer's use of AI Studio:

(i) AI Inputs. Customer may submit AI Inputs (including text prompts, reference images, reference videos, brand assets, logos, and templates) to AI Studio for processing. Customer represents and warrants that it has all necessary rights, licenses, and permissions to submit all AI Inputs, including the right to use any images, likenesses, trademarks, or copyrighted material contained therein.

(ii) AI Output Ownership. Subject to the terms of this Agreement, Celavii does not claim ownership of AI Outputs generated by Customer through AI Studio. Customer may use AI Outputs for commercial purposes in connection with Customer's business, subject to the restrictions in Section 2(c). Notwithstanding the foregoing, Customer acknowledges that: (A) AI models may generate similar or identical outputs for different users based on similar inputs, and Celavii does not guarantee uniqueness or exclusivity of any AI Output; (B) Celavii makes no representation or warranty that AI Outputs are free from third-party intellectual property claims; and (C) Customer is solely responsible for determining whether AI Outputs are suitable for Customer's intended use and for obtaining any necessary clearances, licenses, or consents before using AI Outputs commercially.

(iii) License to AI Inputs and Outputs for Training. Customer grants Celavii a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable (through multiple tiers) license to use, copy, reproduce, modify, adapt, prepare derivative works from, and otherwise process AI Inputs and AI Outputs for the purposes of: (A) operating and providing the Services; (B) training, developing, improving, and enhancing Celavii's (and its affiliates') AI models, algorithms, and related technology; (C) content moderation and safety; and (D) generating aggregated and de-identified analytics. Customer acknowledges and agrees that this license survives termination or expiration of this Agreement with respect to AI Inputs and AI Outputs submitted or generated prior to such termination or expiration.

(iv) Right of Publicity and Likeness. Customer shall not use AI Studio to generate content depicting any real person without that person's prior written consent. Customer is solely responsible for obtaining all necessary consents, releases, and permissions related to the use of any person's name, image, likeness, or voice in connection with AI Inputs or AI Outputs. Customer shall indemnify Celavii against any claims arising from Customer's failure to obtain such consents.

(v) Content Moderation. Celavii reserves the right, but has no obligation, to review, monitor, moderate, refuse, or remove AI Inputs and AI Outputs at any time and for any reason, including if Celavii reasonably believes that such content violates this Agreement, applicable law, or Celavii's content policies. Celavii may implement automated content filters, safety classifiers, and other moderation tools to prevent the generation of prohibited content.

(vi) Third-Party AI Providers. AI Studio may utilize third-party AI models and services (such as generative image or video APIs) to generate AI Outputs. Customer acknowledges that such third-party providers may have their own terms of service, acceptable use policies, and content restrictions that apply to AI Inputs and AI Outputs. Celavii is not responsible for the availability, performance, or output quality of third-party AI providers, and reserves the right to change the underlying AI providers at any time without notice.

(vii) No Guarantee of Availability. AI Studio features are provided on an "as available" basis. Celavii may modify, limit, or discontinue AI Studio features, models, or capabilities at any time without notice or liability. Credit costs for AI Studio operations are set forth in the Documentation and are subject to change.

g. AI-Generated Content Disclaimers

IN ADDITION TO THE DISCLAIMERS IN SECTION 7(b), CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(i) AI-GENERATED IMAGES, VIDEOS, AND OTHER MEDIA MAY CONTAIN ARTIFACTS, DISTORTIONS, INACCURACIES, OR UNINTENDED CONTENT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING ALL AI-GENERATED MEDIA BEFORE USE.

(ii) CELAVII DOES NOT WARRANT THAT AI-GENERATED CONTENT WILL BE ORIGINAL, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. AI MODELS MAY GENERATE CONTENT THAT INADVERTENTLY RESEMBLES EXISTING COPYRIGHTED WORKS, TRADEMARKS, OR THE LIKENESSES OF REAL PERSONS.

(iii) CUSTOMER ASSUMES ALL RISK AND LIABILITY ASSOCIATED WITH THE USE, PUBLICATION, DISTRIBUTION, OR COMMERCIAL EXPLOITATION OF AI-GENERATED CONTENT, INCLUDING ANY CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT, RIGHT OF PUBLICITY, DEFAMATION, OR PRIVACY VIOLATIONS.

h. Agentic Features

The Services include AI-powered autonomous agents ("Agents") that can perform actions on Customer's behalf, including but not limited to: creator discovery, campaign management, performance analysis, outreach execution, scheduling, reporting, and other marketing automation tasks. The following terms apply to Customer's use of Agents:

(i) Customer Authorization and Control. Customer is solely responsible for configuring, authorizing, and supervising Agent actions. By enabling or deploying an Agent, Customer authorizes the Agent to perform the actions described in its configuration and within the scope of Customer's Plan. Customer may set guardrails, spending limits, and approval gates for Agent actions through the Services where such features are available.

(ii) Customer Responsibility for Agent Actions. Customer acknowledges and agrees that all actions taken by an Agent are deemed to be actions taken by Customer. Customer is solely responsible for: (A) all communications sent by or through an Agent, including outreach messages, emails, and responses; (B) all Credit consumption by an Agent; (C) all decisions made or influenced by an Agent; (D) ensuring that Agent actions comply with all applicable laws, regulations, and industry standards, including but not limited to CAN-SPAM, GDPR, CASL, TCPA, and other anti-spam, marketing, data protection, and electronic communications laws; and (E) any consequences arising from Agent actions, including harm to third parties.

(iii) No Guarantee of Outcomes. Agents are AI-powered tools that operate based on probabilistic models and available data. Celavii does not guarantee that any Agent will achieve any particular marketing outcome, return on investment, engagement rate, or other performance metric. Agent recommendations and actions are subject to all disclaimers set forth in Section 7(b).

(iv) Human Oversight. Customer acknowledges that Agents are not a substitute for human judgment. Customer is strongly advised to: (A) regularly monitor and review Agent actions and outputs; (B) implement reasonable approval workflows for high-impact actions (such as bulk outreach, significant credit expenditures, or public-facing communications); and (C) promptly intervene if an Agent is performing unintended or undesirable actions. Celavii is not liable for any loss or damage arising from Customer's failure to maintain appropriate human oversight of Agent actions.

(v) Credit Consumption. Agents may consume Credits as they perform operations within the Services. Credit consumption by Agents is subject to the same terms as manual Credit consumption under Section 6. Customer is responsible for monitoring and managing Agent Credit usage and for any Overages incurred by Agent activity. Celavii shall have no liability for excessive Credit consumption by Agents.

(vi) Agent Availability. Agent features are provided on an "as available" basis. Celavii may modify, limit, pause, or discontinue Agent capabilities at any time without notice or liability. Celavii reserves the right to impose rate limits, action limits, or other restrictions on Agent activity to protect the stability and integrity of the Services.

i. Communication Gateways

The Services may enable Customer to connect to and interact with the Services through third-party communication platforms, including but not limited to WhatsApp, Telegram, Discord, email, and other messaging services (each, a "Communication Gateway" and collectively, "Communication Gateways"). The following terms apply to Customer's use of Communication Gateways:

(i) Third-Party Platforms. Communication Gateways rely on third-party platforms and services that are not owned, operated, or controlled by Celavii. Customer acknowledges and agrees that: (A) each Communication Gateway is subject to the terms of service, privacy policies, acceptable use policies, and other agreements of the underlying third-party platform (collectively, "Gateway Platform Terms"); (B) Customer is solely responsible for reading, understanding, and complying with all applicable Gateway Platform Terms; (C) Celavii is not responsible for the availability, performance, security, or functionality of any third-party Communication Gateway platform; and (D) third-party platforms may modify their APIs, terms, or policies at any time, which may affect the availability or functionality of Communication Gateways.

(ii) Account Linking. To use Communication Gateways, Customer may be required to link or authenticate third-party messaging accounts with the Services. Customer represents and warrants that: (A) Customer has the authority to link such accounts and grant Celavii access to interact with them; (B) Customer will not link accounts belonging to third parties without proper authorization; and (C) Customer is solely responsible for the security of linked accounts, including maintaining secure credentials and promptly revoking access if an account is compromised.

(iii) Message Content and Compliance. Customer is solely responsible for all messages sent, received, or processed through Communication Gateways, whether initiated by Customer, an Authorized User, or an Agent. Customer shall ensure that all communications through Communication Gateways comply with: (A) all applicable laws and regulations, including but not limited to CAN-SPAM, TCPA, GDPR, CASL, and other anti-spam, marketing, and electronic communications laws; (B) the Gateway Platform Terms for each platform used; (C) Celavii's Acceptable Use Policy; and (D) applicable industry standards and best practices. Customer shall not use Communication Gateways to send unsolicited bulk messages, spam, or communications to individuals who have not consented to receive them or who have opted out.

(iv) Data Transit and Privacy. Customer acknowledges that messages and data transmitted through Communication Gateways will be processed by and transit through the servers and infrastructure of third-party platform providers (such as Meta for WhatsApp, Telegram Messenger Inc. for Telegram, and Discord Inc. for Discord). Celavii does not control and is not responsible for the data handling, storage, encryption, or privacy practices of these third-party providers. Customer is responsible for: (A) informing its contacts and recipients that communications may be processed through third-party platforms; (B) obtaining any necessary consents for such data processing; and (C) complying with applicable data protection laws regarding the transfer of personal information through third-party communication platforms. For details on how Celavii handles data in connection with Communication Gateways, see the Privacy Policy.

(v) No Message Delivery Guarantee. Celavii does not guarantee the delivery, receipt, or timeliness of messages sent through Communication Gateways. Message delivery is subject to the reliability and policies of the underlying third-party platform. Celavii shall have no liability for failed, delayed, or undelivered messages, or for messages that are filtered, blocked, or rejected by the third-party platform.

(vi) Message Retention. Messages sent and received through Communication Gateways may be stored by Celavii as part of the Services for the purpose of providing conversation history, analytics, and Agent context. Such messages are treated as Customer Data and are subject to the data retention and deletion terms in Section 8(f). Customer acknowledges that copies of messages may also be retained by the third-party platform provider in accordance with their own retention policies, over which Celavii has no control.

(vii) Celavii as Intermediary. Celavii acts solely as a technology intermediary facilitating Customer's communications through Communication Gateways. Celavii does not endorse, review, or assume responsibility for the content of messages sent or received through Communication Gateways. Celavii is not a telecommunications carrier, messaging service provider, or electronic communications service for purposes of applicable law, and Customer shall not represent Celavii as such.

(viii) Indemnification. Customer shall indemnify and hold Celavii harmless from and against any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to: (A) Customer's use of Communication Gateways in violation of applicable law or Gateway Platform Terms; (B) messages sent by or on behalf of Customer through Communication Gateways; (C) the linking of third-party accounts to the Services; or (D) any action taken by a third-party platform provider in response to Customer's use of a Communication Gateway (including account suspension or termination).

8. Data Privacy and Security

a. Privacy Policy

Celavii's privacy policy, available at https://celavii.com/privacy ("Privacy Policy"), is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that it has reviewed the Privacy Policy and consents to all actions taken by Celavii with respect to Customer's information in compliance with the then-current version of the Privacy Policy.

b. Customer Data

Customer will ensure that its Customer Data, and its use of such Customer Data, complies with this Agreement and any applicable law. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection, and backup of Customer Data.

c. Social Media Data

Customer acknowledges and agrees that:

(i) Publicly Available Data. Social Media Data available through the Services is derived exclusively from publicly available information on Social Media Platforms. Celavii does not access private accounts, direct messages, close friends lists, or any non-public content.

(ii) Communal Creator Database. The Services maintain a shared database of publicly available creator profile information ("Creator Database") that is accessible to all registered Customers. When any Customer initiates a data collection request through the Services, the resulting creator profile data — including usernames, display names, biographies, profile pictures, follower and following counts, engagement metrics, publicly displayed contact information (such as email addresses and website URLs), and other publicly available profile attributes — is added to the Creator Database and becomes accessible to all Customers of the Services. This communal data model is a core feature of the Services, enabling all Customers to benefit from the collective growth of the Creator Database. By using the Services, Customer consents to this communal data model.

(iii) Organization-Specific Data. While creator profile data in the Creator Database is shared across all Customers, the following data is private and scoped exclusively to Customer's organization: notes, tags, internal ratings, email communications, outreach history, campaign assignments, CRM records, lists, and other Customer-generated content associated with creator profiles ("Organization Data"). Organization Data is not shared with, or accessible to, other Customers.

(iv) No Accuracy Guarantee. Celavii does not guarantee the accuracy, completeness, or currency of Social Media Data, as such data is sourced from third-party platforms whose content may change at any time.

(v) Customer Compliance Responsibility. Customer is solely responsible for determining whether its use of Social Media Data accessed through the Services complies with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable privacy or data protection laws.

(vi) Dual Data Roles. The Parties acknowledge the following roles with respect to data processed through the Services:

Creator Database (Shared Profile Data): Celavii is an independent data controller with respect to the Creator Database. Celavii determines the purposes and means of collecting, maintaining, and making available publicly available creator profile information through the Services. Customer accesses and uses this data under a license granted through the Services, subject to this Agreement.
Organization Data (Private CRM Data): To the extent that Organization Data includes Personal Information, Customer is the data controller (or equivalent under applicable law) with respect to such data, and Celavii processes such data on Customer's behalf as a data processor, subject to the DPA.

(vii) License to Creator Database. Subject to this Agreement and Customer's active Subscription, Celavii grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use data from the Creator Database solely in connection with Customer's authorized use of the Services. Customer shall not: (A) export, scrape, or bulk download Creator Database content for use outside of the Services; (B) create a competing database or service using Creator Database content; (C) sublicense, resell, or redistribute Creator Database content to third parties; or (D) use Creator Database content in violation of applicable law or the Acceptable Use Policy.

(viii) Data Freshness. Creator profile data in the Creator Database reflects the state of publicly available information at the time of collection. Data may become stale as Social Media Platforms change. Celavii may periodically refresh data in the Creator Database but is under no obligation to do so.

d. Data Processing Addendum

If Customer's use of the Services includes processing Personal Information subject to applicable EU, UK, or US data protection laws, Customer must enter into the Data Processing Addendum ("DPA") available at https://celavii.com/legal/dpa. The DPA forms part of this Agreement and applies to the processing of Personal Information.

e. Prohibited Data

Customer may not store or process protected health information (as defined in HIPAA) using the Services unless Customer has entered into a separate Business Associate Agreement with Celavii. Customer may not store any payment cardholder information using the Services without Celavii's prior written approval.

f. Data Retention and Deletion

Customer is solely responsible for exporting all Customer Data prior to the effective date of termination or expiration of this Agreement. Upon the effective date of termination or expiration, Celavii may immediately delete all Customer Data in accordance with its standard data retention policies, without any obligation to retain, return, or make available any Customer Data. Celavii shall have no liability for the deletion of Customer Data following termination or expiration of this Agreement. Customer acknowledges and agrees that Celavii has no obligation to maintain or provide Customer Data after the Subscription Period ends.

9. Intellectual Property Ownership; Feedback

a. Celavii IP

Customer acknowledges that, as between Customer and Celavii, Celavii owns all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, the AI Features, the Creator Database, the underlying models and algorithms, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (collectively, "Celavii IP"). For the avoidance of doubt, Celavii IP includes Aggregated Data, the Creator Database and its contents (excluding Organization Data), AI models and training data, and any information, data, or other content derived from Celavii's provision of the Services but does not include Customer Data or Organization Data. With respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

b. Customer Data

Celavii acknowledges that, as between Celavii and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (including AI Inputs). Customer hereby grants to Celavii: (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Celavii to provide the Services to Customer; (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data; and (iii) the license to AI Inputs and AI Outputs set forth in Section 7(f)(iii), which includes the right to use AI Inputs and AI Outputs for AI model training, development, and improvement. Customer may export the Customer Data at any time through the features and functionalities made available via the Services.

c. Feedback

If Customer or any of its employees or contractors sends or transmits any communications or materials to Celavii by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Celavii is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback, so long as Celavii does not identify Customer as the source of the Feedback without Customer's prior approval.

10. Confidential Information

a. Definition

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated, or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.

b. Duty

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

c. Return of Materials; Effect of Termination/Expiration

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire twelve (12) months from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable laws and regulations.

11. Warranties; Disclaimer

a. Customer Warranties

Customer represents, warrants, and covenants to Celavii that: (a) Customer will use the Services in compliance with all applicable laws and regulations; (b) the information Customer provides in registering for the Services is accurate, complete, and rightfully Customer's to use; (c) all Authorized Users are 18 years old or older; (d) Customer is not prohibited or restricted from having a Celavii account; (e) Customer is authorized to submit the Content and Customer's Content has not been collected, stored, or transferred to Celavii in violation of any law, regulation, third-party rights, or contractual restrictions; (f) Customer is not a competitor of Celavii or using the Services for purposes that are competitive with Celavii; (g) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Celavii and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other rights of any third party or violate any applicable laws or regulations; and (h) Customer will independently evaluate and verify all AI Outputs before relying upon or acting on them.

b. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES, THE AI FEATURES, THE AI OUTPUTS, AND ALL CELAVII IP ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CELAVII HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CELAVII SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CELAVII MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, THE AI FEATURES, AI OUTPUTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

CELAVII RELIES ON THIRD-PARTY DATA SOURCES, INCLUDING SOCIAL MEDIA PLATFORMS AND DATA COLLECTION PROVIDERS, FOR INFORMATION AND THEREFORE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES, INCLUDING SOCIAL MEDIA DATA AND AI OUTPUTS, WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE. CELAVII DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, INTERRUPTIONS, OR OTHER ISSUES RELATED TO THE INTERNET AND ELECTRONIC COMMUNICATIONS SERVICE PROVIDERS, SOCIAL MEDIA PLATFORM CHANGES, THIRD-PARTY DATA PROVIDER CHANGES, OR ANY OTHER DELAY, ERROR, OMISSION, INTERRUPTION, DELETION, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, OR LOSS OF DATA ON THE SERVICES, ALL OF WHICH ARE NOT WITHIN CELAVII'S REASONABLE CONTROL.

CELAVII DOES NOT PROVIDE ANY WARRANTIES, INDEMNITIES, OR REMEDIES FOR ANY FREE PLANS, FREE TRIALS, OR BETA SERVICES, OR ANY FEATURE OF THE SERVICES IN BETA OR IN A FREE TIER VERSION. BETA SERVICES AND FREE PLANS ARE OPTIONAL AND ARE USED AT YOUR OWN RISK.

12. Indemnification

a. Indemnification by Celavii

Celavii shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US copyrights or trade secrets; provided that Customer promptly notifies Celavii in writing of the claim, cooperates with Celavii, and allows Celavii sole authority to control the defense and settlement of such claim.

b. Infringement Remedy

If such a claim is made or appears possible, Customer agrees to permit Celavii, at Celavii's sole discretion, to: (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Celavii determines that neither alternative is reasonably commercially available, Celavii may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and will promptly provide a prorated refund or credit to Customer for any prepaid unused fees.

c. Exclusions from Celavii's Indemnification

Celavii will not have any obligation under this Section 12 for any infringement or misappropriation that arises from or is based upon: (i) any use of the Services in combination with other products or services, if such infringement or misappropriation would not have arisen but for such combination; (ii) any components or other aspects of the Services that are provided by Customer, or provided by Celavii to comply with Customer's requirements or specifications, if the alleged infringement or misappropriation would not have arisen but for such components or aspects; (iii) use of the Services in a manner or for purposes not intended or permitted by this Agreement; (iv) Customer's failure to use the Services in accordance with this Agreement or any written instructions provided by Celavii; (v) any modification of the Services not made or authorized in writing by Celavii where such infringement or misappropriation would not have occurred absent such modification; (vi) Customer Data or Content; (vii) Third-Party Products or Social Media Data; or (viii) AI Outputs, to the extent that the alleged infringement or misappropriation arises from Customer's use, modification, or distribution of AI Outputs.

d. Indemnification by Customer

Customer shall indemnify, hold harmless, and, at Celavii's option, defend Celavii from and against any Losses resulting from any Third-Party Claim arising from, in connection with, or based on: (a) Customer's or any Authorized User's breach of this Agreement; (b) Customer's or any Authorized User's use of any Third-Party Product or Social Media Platform; (c) Customer Data or Content submitted, uploaded, or otherwise made available through the Services; (d) Customer's or any Authorized User's use of AI Outputs, including any claims arising from decisions, actions, or communications made based on AI Outputs; (e) Customer's or any Authorized User's outreach, marketing, or communications with creators or other individuals using information obtained through the Services; (f) any of the exclusions stated in Section 12(c); (g) Customer's or any Authorized User's negligence or willful misconduct; or (h) any Data Breach (as defined in the DPA) to the extent caused by or arising from Customer's negligence, willful misconduct, or failure to comply with its security obligations under this Agreement, including but not limited to the compromise of Customer's or its Authorized Users' access credentials, misconfiguration of Customer's account or Workspace settings, or Customer's failure to implement reasonable security measures for Customer Systems.

e. Indemnification Procedure

Each Party's respective indemnification obligations herein are contingent upon: (a) the indemnified Party providing prompt written notice of the Third-Party Claim to the indemnifying Party (provided that the indemnified Party's failure to provide such prompt notice will not release the indemnifying Party from its indemnification obligations except to the extent the indemnifying Party is materially prejudiced thereby); (b) the indemnifying Party having sole control over the defense and settlement of the Third-Party Claim; and (c) the indemnified Party providing reasonable assistance in connection with the defense and settlement of the Third-Party Claim as reasonably requested by the indemnifying Party.

f. Sole Remedy

This Section 12 sets forth Customer's sole remedies and Celavii's sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

13. Limitations of Liability

a. Exclusion of Consequential and Related Damages

EXCEPT FOR: (I) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY'S INDEMNITY OBLIGATIONS; OR (III) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT ("EXCLUDED LIABILITIES"), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

b. Monetary Cap on Liability

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO CELAVII UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, CELAVII'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO CELAVII BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE FOREGOING LIABILITY LIMITATIONS WILL NOT IN ANY WAY LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES, CREDITS, AND PAYMENT) ABOVE.

c. AI-Specific Limitation

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CELAVII SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR COSTS ARISING FROM OR RELATED TO: (I) CUSTOMER'S RELIANCE ON AI OUTPUTS; (II) INACCURACIES, ERRORS, OR OMISSIONS IN AI OUTPUTS; (III) DECISIONS, ACTIONS, OR COMMUNICATIONS MADE BY CUSTOMER OR ITS AUTHORIZED USERS BASED ON AI OUTPUTS; (IV) ANY CLAIM BY A THIRD PARTY (INCLUDING CREATORS, SOCIAL MEDIA USERS, OR CONSUMERS) ARISING FROM CUSTOMER'S USE OF AI OUTPUTS; OR (V) CHANGES IN THE PERFORMANCE, ACCURACY, OR AVAILABILITY OF AI FEATURES.

d. Free Plans and Beta Services

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL CELAVII BE LIABLE FOR ANY DAMAGES FOR SERVICES PROVIDED ON A FREE PLAN OR FOR BETA SERVICES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST DATA, EVEN IF CELAVII IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

e. Independent Allocations of Risk

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CELAVII TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

f. Jurisdictional Variations

Some jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE JURISDICTIONS, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. Subscription Period, Termination, and Governing Law

a. Subscription Period

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Section, will continue in effect for the period identified in the Order or as determined by the billing cycle of Customer's Plan (the "Initial Subscription Period"). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period").

b. Cancellation by Customer

Customer may cancel its Plan at any time through the subscription management page located at Settings > Subscription within the Services, or by contacting Celavii at legal@celavii.com. Upon cancellation:

(i) Customer's access to the Services will continue through the end of the current billing period for which payment has been made.

(ii) No refund will be provided for the remaining portion of the current billing period.

(iii) Overage charges incurred prior to cancellation will remain due and payable.

(iv) Customer is solely responsible for exporting its Customer Data prior to the end of the current billing period. Upon expiration of the billing period, Celavii may immediately delete all Customer Data in accordance with Section 8(f).

c. Termination by Celavii

In addition to any other express termination right set forth in this Agreement:

(i) Celavii may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Celavii's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) (Use Restrictions) or Section 10 (Confidential Information).

(ii) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach.

(iii) Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

d. Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Celavii IP. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund, except as expressly provided in Section 12(b).

e. Survival

This Section 14(e), and Sections 1 (Definitions), 6 (Fees, Credits, and Payment — with respect to amounts accrued prior to termination), 7(b)-(c) (AI Output Disclaimers and Customer Responsibility for AI Outputs), 8 (Data Privacy and Security), 9 (Intellectual Property Ownership), 10 (Confidential Information), 11 (Warranties; Disclaimer), 12 (Indemnification), 13 (Limitations of Liability), and 15 (General) survive any termination or expiration of this Agreement.

f. Governing Law

This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. sections 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws to the fullest extent permitted by applicable laws and regulations. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Customer agrees to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which Celavii retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of data security, Confidential Information, or intellectual property rights, as set forth in the Arbitration Agreement below.

g. Arbitration Agreement

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM CELAVII.

(i) General. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between the Parties that arises out of or relates to, directly or indirectly: (A) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (B) access to or use of the Services; (C) any transactions through, by, or using the Services; or (D) any other aspect of Customer's relationship or transactions with Celavii (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after Customer's consent to this Agreement.

(ii) Opting Out. If Customer is a new customer, Customer can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing Celavii at legal@celavii.com with Customer's full legal name (or the name of the organization that Customer had the legal authority to bind to this Agreement) and stating Customer's intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of this Agreement.

(iii) Dispute Resolution Process. For any Claim, Customer will first contact Celavii at legal@celavii.com and attempt to resolve the Claim informally. In the unlikely event that the Parties have not been able to resolve a Claim after sixty (60) days, the Claim shall be finally settled under the Rules of Arbitration of the American Arbitration Association ("AAA") by one arbitrator appointed in accordance with such Rules. The place of arbitration shall be San Francisco County, California, unless the Parties agree otherwise. Each party will be responsible for paying any AAA filing and administrative fees and arbitrator fees in accordance with the AAA Rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Parties agree that the arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.

(iv) Equitable Relief. Nothing in this Arbitration Agreement will be deemed as preventing Celavii from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Celavii's data security, Confidential Information, or intellectual property rights; or preventing Customer from asserting claims in a small claims court, provided that Customer's claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-collective, and non-representative) basis.

(v) Severability. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the Parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement.

h. Class Action/Jury Trial Waiver

BY ENTERING INTO THIS AGREEMENT, EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER CUSTOMER HAS OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. THE PARTIES AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON CUSTOMER'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

15. General

a. Entire Agreement

This Agreement, together with any other documents incorporated herein by reference (including the Privacy Policy, the DPA, the Acceptable Use Policy available at https://celavii.com/legal/aup, the Service Level Agreement available at https://celavii.com/legal/sla, the Copyright and DMCA Policy available at https://celavii.com/legal/dmca, and any applicable Order), constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.

b. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Order or Account registration. All email Notices to Celavii must be sent to legal@celavii.com. Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving Party. Customer hereby consents to receiving electronic communications from Celavii, which may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Customer agrees that any notices, agreements, disclosures, or other communications that Celavii sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Customer is responsible for maintaining the accuracy of the email address and other contact information associated with Customer's Account.

c. Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, changes to Social Media Platform APIs or terms of service, or disruptions to third-party data providers or cloud infrastructure services.

d. Amendment and Modification

Celavii may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Celavii will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer's Account or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement beginning at the next Renewal Subscription Period or, if Customer enters into a new Order with Celavii, as of the date of execution of such Order.

e. Waiver

No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

f. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

g. Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Celavii. Any purported assignment or delegation in violation of this Section will be null and void. Celavii may assign this Agreement without Customer's consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of Celavii's obligations under this Agreement. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

h. Independent Contractors

The Parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Celavii as a result of this Agreement or use of the Services. Neither Party shall have any power to obligate or bind the other Party, except as specifically provided herein.

i. Export Regulation

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US. Customer represents that it is not named on any U.S. government denied-party list, and Customer shall not permit any Authorized Users or any other third party to access or use the Services in a U.S. embargoed country or in violation of any U.S. or other applicable export law or regulation.

j. US Government Rights

Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. section 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. section 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. section 227.7201 through 48 C.F.R. section 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. section 12.212, with respect to all other US Government users and their contractors.

k. Publicity

Celavii may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Celavii's customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). If Customer does not wish to have its name or logo used in this way, Customer may opt out by emailing legal@celavii.com. Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.

l. Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 10 (Confidential Information) or, in the case of Customer, Section 2(c) (Use Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

m. Future Functionality

Customer agrees that its purchase and subscription hereunder is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Celavii regarding future functionality or features.

n. Anti-Corruption

Customer represents that neither Customer nor its Authorized Users have received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with Customer's purchase or use of the Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).

Contact Information

For questions about these Terms of Service, please contact:

Celavii, Inc. Email: legal@celavii.com Website: https://celavii.com