Terms of Service
Effective May 15th 2024
Welcome to the Davinci engineering software (“Davinci”) provided by Celedon Solutions, Inc. (“Celedon”, “we”, “us”, or “our”). These Terms of Service (“Terms”) govern your use of Davinci and any associated apps, websites, and services (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms.

Account Registration & Requirements

Registration. To use the Services, you must create an account with us. When creating an account, you must provide accurate and complete information. You are solely responsible for the activity under your account.
Minimum age. You must be at least 18 years old or the legal age of majority to use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Usage & Restrictions

Subject to your compliance with these Terms, Celedon grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services. Our software may include open-source software that is governed by its own licenses that we've made available to you.
What you can do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws and restrictions herein.
What you cannot do. You agree to use the Services only for lawful purposes and in a manner that complies with all applicable laws, regulations, and these Terms. You will not:
  • Use the Services in any unlawful manner or for any unlawful purpose.
  • Modify, disassemble, reverse engineer or create derivative works of the Services.
  • Attempt to gain unauthorized access to any part of the Services.
  • Interfere with or disrupt the integrity or performance of the Services. This includes, for example, introducing viruses or malware, spamming or DDoSing our Website, or bypassing any of our systems or protective measures.
  • Copy, distribute, rent, lease, lend, release, or transfer any part of the Services.
  • Engage in phishing or other deceptive practices.
  • Promote or engage in discrimination, hate speech, or harassment.
  • Violate any individual's privacy rights.
Updates. Our Services may update automatically to ensure you're using the latest version.
Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.
Export and Sanctions. You may not export or provide access to the Services into any U.S. embargoed countries or to anyone on (i) the U.S. Treasury Department's list of Specially Designated Nationals, (ii) any other restricted party lists identified by the Office of Foreign Asset Control, (iii) the U.S. Department of Commerce Denied Persons List or Entity List, or (iv) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Services on your behalf, or using your account credentials, are not such persons or entities and are not located in any such country.

Intellectual Property

The Services, and all intellectual property rights in the Services, are owned by Celedon and its licensors. Except for the limited license granted herein, no rights are granted to you.

Content

Content description. Using Davinci you may provide input content (“Input”), and receive output based on that content input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.
Ownership. The Services may allow you to upload, store, send, or receive text, files, code, data, images, or other materials (collectively, “User Content”). You retain ownership of any intellectual property rights in the User Content you upload or submit, as well as the Output generated by Davinci based on your Input. You are solely responsible for User Content, and Celedon takes no responsibility and assumes no liability for User Content provided.

Accuracy

Accuracy. Davinci uses a variety of different commercial AI models as part of its service. Given the probabilistic nature of these models, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
When you use our Services you understand and agree to the following:
  • You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
  • You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
  • Our Services rely on developed AI models that may provide incomplete, incorrect, or offensive Output that does not represent Celedon's views. If Output references any third party products or services, it doesn't mean the third party endorses or is affiliated to Celedon.

Paid Services & Fees

Billing. Certain Services require payment of fees, which will be presented to you prior to purchase. You may be billed in advance on a recurring subscription basis.
You authorize Celedon to charge the payment method you provide. If a payment method is declined, Celedon may suspend or terminate your access.
Cancellation. You can cancel your paid subscription at any time. Fees are non-refundable except as required by law.
Credits. Our services use credits to provide Outputs. You may also pay in advance to increase the credits available. All subscription and service credits are subject to our credit policies.
Changes. Celedon may change its fees at any time by posting the pricing changes online. If fees increase, Celedon will provide you with reasonable notice of such changes.

Term & Termination

These Terms begin when you first use the Services. Celedon may suspend, restrict, or terminate your access to the Services if you violate these Terms. We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice.
Cancellation. You may terminate your account at any time. Upon termination, your license to the Services ends, but these Terms shall remain in effect.
Appeals. If you believe we have suspended or terminated your account in error, you can contact us at contact@celedonsolutions.com

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. CELEDON DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELEDON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, USE, OR DATA.
CELEDON'S AGGREGATE LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold Celedon harmless from any third party claims arising out of your use of the Services, violation of these Terms, or infringement of any intellectual property or other right of any person or entity.

Arbitration & Class Action Waiver

Most disputes between you and Celedon must be resolved by binding arbitration on an individual basis, not in court or any class action. You and Celedon agree to waive any rights to bring a class action or participate in a class-wide arbitration.
Disputes will be arbitrated by a neutral arbitrator under the rules of the American Arbitration Association. Arbitration will occur in the county where you reside.
This arbitration agreement does not prevent you from bringing issues to the attention of federal, state, or local agencies. It also does not prevent either party from seeking injunctive or equitable relief regarding intellectual property in court.

General Terms

Governing law. These Terms and your use of the Services will be governed by the laws of the State of Alabama, excluding its conflicts of law principles.
Privacy Policy Integration. Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices.
Data Protection and Security. Celedon implements appropriate technical and organizational measures to protect your data against unauthorized access, loss, or destruction. However, no security system is impenetrable, and we cannot guarantee the absolute security of our systems.
User Responsibilities for Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use of your account.
Service Availability and Maintenance. We strive to maintain the availability of our Services but may occasionally need to perform maintenance, updates, or improvements, which may temporarily disrupt your access. We will provide advance notice whenever possible.
Disclaimer of Third-Party Links and Services. Our Services may contain links to third-party websites or services that are not owned or controlled by Celedon. We are not responsible for the content, policies, or practices of third-party sites or services.
Force Majeure. Celedon will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, and governmental actions.
Modification of Terms. Celedon reserves the right to modify these Terms at any time. We will notify you of material changes by posting the new Terms on our website and updating the effective date. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
Notice of Termination. If Celedon terminates your account due to a violation of these Terms, we will notify you of the termination and the reason for it.
Governing Language. These Terms are provided in English, and all communications and notices made or given pursuant to these Terms shall be in English. If we provide a translation of these Terms, the English version will control in the event of any conflict.
Survival of Terms. Provisions of these Terms that by their nature should survive termination will survive termination, including but not limited to Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Arbitration & Class Action Waiver.
No waiver. Any delay or failure on our part to enforce a provision of these Terms is not a waiver of our right to enforce them later.
No assignment. These Terms may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.
Severability. If a particular Term or portion of these Terms is not valid or enforceable, this will have no effect on any other Terms.
Use of our brand. You may not, without our prior written permission, use our name, logos, or other trademarks in connection with products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship. To seek permission, please email us at legal@celedonsolutions.com
Changes to the Terms and Services. Celedon may update these Terms from time to time, and your continued use constitutes acceptance of those changes.
Supplemental terms. We may offer Services or features that we believe require service-specific terms or guidelines. When using our Services, you agree to comply with any applicable guidelines, rules, or supplemental terms that may be posted on the Services from time to time (“Supplemental Terms”). If these Terms conflict with Supplemental Terms, the Supplemental Terms will govern for the applicable Service.

Contact Information

If you have any questions, please contact us at legal@celedonsolutions.com.