Terms of Service

1. The Service

Vigilarx is a software-as-a-service application provided by Celesium. We may add, change, or remove features of the Service from time to time, and we may suspend or discontinue any part of the Service. We will use commercially reasonable efforts to notify you of material changes that adversely affect your use of the Service.

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. When you create an account, you agree to provide accurate and complete information and to keep it up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us promptly at support@celesium.ai of any unauthorized use.

3. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload, transmit, or store any content that is unlawful, infringing, defamatory, or that you do not have the right to provide;
• attempt to gain unauthorized access to the Service, other accounts, or our systems or networks;
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measures, except under a written authorization from us;
• interfere with or disrupt the integrity or performance of the Service, including by transmitting malware or launching denial-of-service activity;
• reverse engineer, decompile, or disassemble any part of the Service except to the extent that restriction is prohibited by law;
• use the Service to build a competing product or to benchmark it for a competitor without our prior written consent;
• use any automated means to access the Service or scrape data in a manner that imposes an unreasonable load on our infrastructure; or
• use the Service to generate or disseminate content that is harmful, harassing, or otherwise abusive.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or is harmful to other users, third parties, or us.

4. Customer Content and Data

“Customer Content” means the data, files, and other materials you submit to or generate through the Service. As between you and us, you retain all rights in your Customer Content. You grant Celesium a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Content solely as necessary to provide and support the Service, to prevent or address technical or security issues, and as otherwise instructed by you.

You are responsible for your Customer Content and for ensuring you have the rights and permissions necessary to submit it and to have it processed by the Service and its subprocessors. You represent that your Customer Content and its use with the Service do not violate these Terms or any applicable law.

Our handling of personal data is described in our Privacy Policy, and the third parties that process data on our behalf are listed on our Subprocessors page.

5. Intellectual Property

The Service, including its software, design, text, graphics, and all related intellectual property, is owned by Celesium or its licensors and is protected by intellectual property laws. Except for the rights expressly granted to you in these Terms, we reserve all rights, title, and interest in and to the Service. “Celesium,” “Vigilarx,” and related names and logos are marks of Celesium; you may not use them without our prior written permission.

If you provide us feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

6. Third-Party Services

The Service relies on third-party infrastructure and service providers (our “subprocessors”), and may interoperate with third-party products you choose to connect. Your use of third-party products is governed by their terms, not these Terms. We are not responsible for third-party products and disclaim liability arising from them. See our Subprocessors page for the providers that support the Service.

7. Fees and Billing

Certain features of the Service may require payment. Where paid plans apply, fees, billing frequency, and payment terms will be presented to you at the point of purchase. Unless stated otherwise, fees are non-refundable except as required by law. We may change our fees on prospective notice. If billing is not yet active for the Service, this Section applies once paid plans are introduced.

8. Beta and Draft Features

Portions of the Service, and these legal terms themselves, may be offered on a preliminary or draft basis. Pre-release features are provided “as is,” may be changed or withdrawn, and are not recommended for use with production-critical or sensitive data.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELESIUM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT OR RESULT WILL BE ACCURATE OR RELIABLE. YOU ARE RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE SERVICE AND ITS OUTPUTS FOR YOUR PURPOSES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELESIUM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO CELESIUM FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11. Indemnification

You will defend, indemnify, and hold harmless Celesium and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable expenses (including reasonable attorneys’ fees) arising out of or related to (a) your Customer Content, (b) your use of the Service in violation of these Terms, or (c) your violation of any law or third-party right.

12. Term and Termination

These Terms apply while you use the Service. You may stop using the Service at any time. We may suspend or terminate your access, with or without notice, if you violate these Terms, if required by law, or if we discontinue the Service. Upon termination, your right to use the Service ceases. Sections that by their nature should survive termination (including Sections 4–6 and 9–14) will survive.

We will make Customer Content available for export for a commercially reasonable period following termination where feasible, after which we may delete it in the ordinary course, subject to our data-retention practices and legal obligations.

13. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any dispute arising under these Terms that cannot be resolved informally shall be resolved exclusively in the state or federal courts located in Harris County, Texas. You consent to personal jurisdiction and venue there.

14. General

Changes to these Terms. We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means. Your continued use of the Service after changes take effect constitutes acceptance.

Entire agreement. These Terms, together with the Privacy Policy and any order or plan terms, are the entire agreement between you and Celesium regarding the Service and supersede prior agreements on the subject.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability; waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

15. Contact

Questions about these Terms may be directed to:

Celesium AI LLC
6222 Richmond Ave, Suite 170
Houston, TX 77057
support@celesium.ai