Legal

Terms of Service

Last updated March 16, 2026

Effective Date: March 16, 2026

Welcome to celiums.ai, operated by Celiums Solutions, LLC. These Terms of Service ("Terms") govern your access to and use of the celiums.ai website, services, application programming interfaces (APIs), software, and any other associated services provided by Celiums Solutions, LLC (collectively, the "Service").

Please read these Terms carefully before using the Service. By accessing or using the Service, or by clicking a button or checking a box marked "I Agree," you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any of these Terms, you are prohibited from using or accessing this Service.

1. Definitions

For the purposes of these Terms of Service, the following definitions shall apply:

  • "Company," "we," "us," or "our" refers to Celiums Solutions, LLC, a limited liability company organized and existing under the laws of the State of Florida, USA.
  • "Service" refers to the celiums.ai platform, website, API, knowledge modules, and any related software or services provided by the Company.
  • "User," "you," or "your" refers to any individual, entity, or automated agent that accesses or uses the Service.
  • "Subscriber" refers to a User who has created an account and subscribed to a paid tier of the Service.
  • "Content" refers to all text, data, information, software, graphics, or other materials provided by the Company through the Service.
  • "Modules" refers specifically to the AI knowledge modules and associated contextual data accessible via the Model Context Protocol (MCP) provided by the Service.
  • "API Key" refers to the unique identifier and authentication credential provided by the Company to a User to authenticate API requests and track usage of the Service.
  • "User Code" refers to any software, source code, scripts, or programs developed, written, or owned by the User.
  • "Prompts" refers to the textual inputs, queries, or commands submitted by the User to the Service or through the AI knowledge modules.

2. Acceptance of Terms

By registering for an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, along with our Privacy Policy and Acceptable Use Policy (AUP). If you are entering into these Terms on behalf of a company, business, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms, in which case "User," "you," and "your" shall refer to such entity.

We reserve the right to refuse service, terminate accounts, or restrict access to the Service at our sole discretion, including, without limitation, if we believe that user conduct violates applicable law or is harmful to our interests.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, including paid Subscription Plans, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Security Responsibilities

You are solely responsible for maintaining the confidentiality of your account credentials, including your passwords and API Keys. You are responsible for all activities that occur under your account, regardless of whether you authorized such activities.

3.3 API Key Protection

Your API Key acts as your credential to access the Service programmatically. You agree not to share, publish, or publicly expose your API Key (e.g., in public code repositories, client-side code, or unsecured environments). If you believe your API Key has been compromised, you must immediately revoke the compromised key via your account dashboard and generate a new one. The Company is not liable for any unauthorized usage or charges incurred due to a compromised API Key.

3.4 Unauthorized Access Notification

You agree to notify us immediately at legal@celiums.ai of any unauthorized access to your account, unauthorized use of your API Key, or any other breach of security.

4. Subscription Plans and Fees

The Service is offered through various subscription tiers, which provide different levels of access, features, and usage limits. The current Subscription Plans are as follows:

  • Spore: A free tier intended for evaluation and limited personal use. Usage limits and module access are highly restricted.
  • Hypha ($19/month): A standard paid tier designed for individual developers and small-scale projects. Includes increased usage limits and access to standard Modules.
  • Mycelium ($49/month): An advanced tier designed for professional developers and startups. Includes high usage limits, access to premium Modules, and priority support.
  • Network (Custom Pricing): An enterprise-grade tier tailored to organizational needs. Includes custom rate limits, dedicated support, and bespoke Module configurations.

The features, limits, and pricing of each Subscription Plan are detailed on the celiums.ai pricing page. We reserve the right to modify, add, or remove Subscription Plans, features, or pricing at any time. Any changes to pricing will be communicated to existing Subscribers in advance in accordance with Section 24 of these Terms.

5. Payment Terms

5.1 Billing and Payments

All fees are stated in United States Dollars (USD) and are exclusive of any applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of all such taxes.

Payments for Subscription Plans are processed by our third-party payment processor, Stripe. By providing a payment method, you authorize us (through Stripe) to charge the applicable subscription fees, as well as any applicable taxes, to your chosen payment method.

5.2 Auto-Renewal

Subscription Plans are billed on a recurring monthly or annual basis, depending on the billing cycle you selected during registration. Your subscription will automatically renew at the end of each billing cycle unless you cancel your subscription prior to the renewal date. You authorize us to charge your payment method on file for the renewal term.

5.3 Late Payments and Billing Issues

If your payment method fails or your account is past due, we may suspend or terminate your access to the paid features of the Service. You remain responsible for all unpaid amounts. We reserve the right to attempt to process the payment periodically until successful.

6. Refund Policy

We offer a 14-day money-back guarantee strictly limited to your first paid subscription cycle. If you are not satisfied with the Service, you may request a full refund of your initial subscription fee within fourteen (14) days of your original purchase date.

To request a refund, you must contact our support team or email legal@celiums.ai within the 14-day window.

Exceptions to the Refund Policy:

  • Refunds are not available for subsequent renewal charges.
  • Refunds are not available if your account was terminated by us due to a violation of these Terms or the Acceptable Use Policy.
  • Custom or "Network" tier contracts are subject to the specific refund and termination clauses negotiated in those agreements.
  • Refunds do not apply to overage charges or usage-based billing beyond the base subscription fee.

After the initial 14-day period, all payments are non-refundable, and we do not provide refunds or credits for partially used billing periods.

7. Free Trial Terms

We may, at our sole discretion, offer free trials for specific Subscription Plans. If you register for a free trial, you may be required to provide a valid payment method.

Unless you cancel your subscription before the end of the free trial period, you will be automatically upgraded to the selected paid Subscription Plan, and your payment method will be charged the applicable fees. You are responsible for monitoring the duration of your free trial. We reserve the right to modify or terminate free trial offers at any time without notice.

8. Service Description and Limitations

8.1 Provision of Service

The Service provides access to AI knowledge modules designed to interoperate with the Model Context Protocol (MCP). The Service is intended to provide contextual data, code patterns, and technical knowledge to assist in software development and related tasks.

8.2 Service Limitations

You acknowledge and agree that:

  • The AI Modules and Content generated by the Service are provided for informational and assistive purposes only.
  • The Service may produce inaccurate, incomplete, or outdated information.
  • You are solely responsible for reviewing, testing, and validating any output, code, or recommendations provided by the Service before implementing them in production environments.
  • The Company does not guarantee that the Service will meet your specific requirements or that it will be error-free.

8.3 Modifications to the Service

We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

9. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy (AUP). Without limiting the AUP, you agree not to:

  1. Use the Service for any illegal, unlawful, or unauthorized purpose.
  2. Attempt to reverse engineer, decompile, disassemble, or derive the source code, training data, or underlying algorithms of the Service or its Modules.
  3. Use the Service to generate malicious code, malware, viruses, or any content designed to harm, disrupt, or gain unauthorized access to computer systems.
  4. Scrape, crawl, or excessively poll the Service to build a competing product, database, or knowledge base.
  5. Bypass, circumvent, or attempt to bypass or circumvent any rate limits, security measures, or billing mechanisms.
  6. Use the Service to process sensitive personal data (e.g., PHI, PCI data) in violation of applicable privacy laws.
  7. Share, resell, or distribute your API Key or account access to third parties outside of your organization.

Violation of these acceptable use provisions may result in immediate suspension or termination of your account without a refund.

10. Intellectual Property

10.1 Company Ownership

The Service, including all AI knowledge Modules, proprietary software, API design, documentation, underlying algorithms, training architectures, and the celiums.ai website, are the exclusive property of Celiums Solutions, LLC and its licensors. These assets are protected by copyright, trademark, trade secret, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with your Subscription Plan and these Terms.

10.2 User Ownership

You retain all ownership rights, title, and interest in and to your User Code, your proprietary applications, and the Prompts you submit to the Service. The Company claims no ownership over the software you build using the assistance of our Modules.

10.3 Feedback

If you provide us with any feedback, suggestions, bug reports, or ideas regarding the Service ("Feedback"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and distribute such Feedback without any obligation to compensate you.

Module Content & Intellectual Property

Module Content Protection

All knowledge Modules provided through the Service are proprietary works of Celiums Solutions, LLC. Systematic downloading, scraping, crawling, or bulk extraction of Module content, whether performed manually or through automated means, is strictly prohibited. Each Module is licensed for individual, on-demand use in accordance with your Subscription Plan and may not be aggregated, cached, or stored in bulk outside the Service.

Third-Party Platform Use

When accessing Celiums Modules through third-party platforms, integrations, or AI assistants (including but not limited to Claude.ai, ChatGPT, Cursor, or similar tools), Module content is provided in preview or summarized form only. Access to full, unabridged Module content requires a direct Celiums account and authentication via a valid API Key. Third-party platforms are not authorized to reproduce, cache, or redistribute full Module content beyond the scope of a single user session.

No Training

Module content, including all text, code patterns, methodologies, structured knowledge, and associated metadata, may NOT be used to train, fine-tune, distill, or otherwise improve any artificial intelligence model, machine learning system, large language model, or derivative technology without the prior explicit written consent of Celiums Solutions, LLC. This prohibition applies regardless of whether such training is performed directly or indirectly, and regardless of the scale of content used.

No Redistribution

Module content may not be republished, redistributed, resold, sublicensed, or otherwise made available to third parties in any form, whether in whole or in part. This includes, without limitation, copying Module content into competing knowledge bases, documentation repositories, training datasets, course materials, or any other medium of distribution. Incidental sharing of brief excerpts for the purpose of collaboration within your organization, consistent with your Subscription Plan, is permitted.

Content Watermarking

The Company reserves the right to embed invisible or imperceptible watermarks, fingerprints, or other tracking identifiers within Module content delivered through the Service. These identifiers are used for the purpose of intellectual property protection, leak detection, and enforcement of these Terms. Any attempt to remove, alter, or circumvent such watermarks constitutes a material breach of these Terms.

API Fair Use

All API access is subject to fair use principles and the rate limits associated with your Subscription Plan. Automated bulk access, high-frequency polling, systematic enumeration of Modules, or any access pattern that exceeds normal individual or team usage may result in temporary throttling, suspension, or permanent termination of your account. The Company reserves the right to define and enforce what constitutes normal usage patterns at its sole discretion.

11. API Usage and Rate Limits

11.1 API Access

Access to the Modules is primarily facilitated through our API. Your use of the API is subject to the specific limits associated with your Subscription Plan.

11.2 Rate Limiting

To ensure the stability and availability of the Service for all users, we enforce rate limits on API requests. These limits restrict the number of requests you can make within a specific timeframe. Rate limits vary by Subscription Plan.

11.3 Exceeding Limits

If you exceed your applicable rate limits, the API may return error codes (e.g., HTTP 429 Too Many Requests), and further access may be temporarily blocked until the rate limit window resets. Persistent or intentional circumvention of rate limits is a violation of these Terms and may result in account termination.

12. Data Processing and Privacy

12.1 No Storage of User Code or Prompts

We respect the privacy and confidentiality of your intellectual property. As a core principle of our Service architecture:

  • We do not persistently store your User Code.
  • We do not persistently store your Prompts.
  • We do not use your User Code or Prompts to train our underlying foundational models or Modules.

Data transmitted to the API is processed in memory to generate the required context or response and is subsequently discarded.

12.2 Account and Telemetry Data

We do collect and store account information (e.g., name, email, billing details) and minimal telemetry data (e.g., API request counts, latency metrics, error rates, and timestamp logs) necessary for billing, performance monitoring, security, and abuse prevention.

Your use of the Service is subject to our Privacy Policy, which outlines in detail how we collect, use, and protect your personal information.

13. Third-Party Services

The Service utilizes necessary third-party infrastructure and service providers to function. These include, but are not limited to:

  • Cloudflare: For DNS, content delivery, DDoS protection, and edge security.
  • Stripe: For payment processing and subscription management.

By using the Service, you acknowledge that your data (specifically account and billing data, and network traffic metadata) may be processed by these third parties. Your relationship regarding payment processing is subject directly to Stripe's terms and privacy policies. The Company is not responsible for the performance, reliability, or security breaches of third-party services, although we carefully vet our partners.

14. Availability and Service Level Agreement (SLA)

14.1 Availability Target

We strive to maintain a high level of availability for the Service. For paid Subscription Plans (Hypha, Mycelium, Network), we target an uptime of 99.9% per calendar month, excluding scheduled maintenance.

14.2 Scheduled Maintenance

We will use commercially reasonable efforts to schedule maintenance during off-peak hours and provide advance notice via email or our status page for any maintenance expected to cause significant downtime.

14.3 Free Tier "Spore" Disclaimer

The "Spore" free tier is provided strictly "AS IS" and "AS AVAILABLE." We provide no uptime targets, SLA, or guarantees of availability for the free tier. Access to the free tier may be throttled, suspended, or terminated at any time during periods of high platform load.

15. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL MODULES, CONTENT, AND APIS, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNITY FINANCIAL NETWORK LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

  1. THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS;
  2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  3. THE RESULTS, CODE, OR CONTEXT OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR SECURE; OR
  4. ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF AI-GENERATED OR AI-ASSISTED CODE CARRIES INHERENT RISKS. YOU ASSUME FULL RESPONSIBILITY FOR REVIEWING, SECURING, AND TESTING ANY OUTPUT BEFORE DEPLOYMENT.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNITY FINANCIAL NETWORK LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE;
  3. ANY CONTENT, CODE, OR MODULES OBTAINED FROM THE SERVICE; AND
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

17. Indemnification

You agree to defend, indemnify, and hold harmless Celiums Solutions, LLC, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

  1. Your use of and access to the Service;
  2. Your violation of any term of these Terms of Service or the Acceptable Use Policy;
  3. Your violation of any third-party right, including without limitation any copyright, property, or privacy right; or
  4. Any claim that your User Code, application, or use of the Service caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

18. Termination

18.1 Termination by User

You may terminate your account and subscription at any time by accessing your account settings dashboard and selecting the cancellation option. Termination will take effect at the end of your current paid billing cycle. You will retain access to the Service until the end of that cycle.

18.2 Termination by Company

We may terminate or suspend your account, API access, and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including, without limitation, a breach of the Terms, non-payment of fees, or suspected fraudulent or abusive activity.

19. Effect of Termination

Upon termination of your account or these Terms:

  1. Your right to use the Service and access the API and Modules will immediately cease.
  2. Your API Keys will be permanently revoked.
  3. All outstanding fees owed to the Company shall become immediately due and payable.
  4. Sections of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

We are not obligated to retain any account data or configuration settings post-termination, and such data may be permanently deleted from our systems.

20. Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

21. Dispute Resolution

21.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures.

21.2 Arbitration Process

The arbitration shall be conducted by a single, neutral arbitrator. The place of arbitration shall be Miami-Dade County, Florida. The language to be used in the arbitral proceedings shall be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

21.3 Class Action Waiver

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING.

21.4 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive relief or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights or data security. For such purposes, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

22. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

23. Entire Agreement

These Terms, along with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Celiums Solutions, LLC regarding our Service and supersede and replace any prior agreements, communications, or understandings we might have had between us regarding the Service.

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

24. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. Such notice will be provided via email to the address associated with your account or via a prominent notification on the celiums.ai platform.

What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

25. Contact Information

If you have any questions, concerns, or legal notices regarding these Terms of Service, please contact us at:

Celiums Solutions, LLC Legal Department Email: legal@celiums.ai Website: https://celiums.ai