Celetric Platform Terms of Service and Privacy Policy

I. Introduction and Acceptance

Welcome to Celetric, LLC ("Celetric," "we," "us," or "our"). These Terms of Service ("Terms") are a legally binding agreement between Celetric and every user of our platform. This includes Merchants, Influencers (also called "Creators"), and Service Providers (collectively, "users" or "you"). By registering for an account or using any Celetric website, app, or services (collectively, the "Service"), you agree to comply with and be bound by these Terms. Please read these Terms carefully along with our Privacy Policy (see below). If you do not agree with any part of the Terms or Privacy Policy, you must not use the Service.

Definitions:

A.Merchant: A user who registers to promote or sell products/services (e.g., brands or businesses). Merchants may be required to provide business information such as business name, address, contact person, phone number, email, and payment details.

B.Influencer (Creator): A user who registers to create or share content and potentially collaborate with Merchants (e.g., social media influencers). Influencers may link their TikTok or other social media accounts and provide information such as email and public profile/account data.

C.Service Provider: A user who offers services through our platform to assist Merchants and/or Influencers (for example, marketing agencies, consultants, or other third-party service integrations). Service Providers typically provide contact information like email upon registration.

These Terms apply equally to all categories of users unless specified otherwise. Additional guidelines or terms may apply to specific features or programs on the platform, and such terms will become part of this agreement if you use those features.

II. Eligibility and Minor Users

You must be at least 13 years old to use our Service. The Service is not intended for children under 13, and we do not knowingly collect personal information from anyone under 13. By using the Service, you represent and warrant that: (a) you are 18 years of age or older, or (b) if you are between 13 and 18 years old, you have the permission and supervision of a parent or legal guardian to use the Service, and your parent or guardian has read and agreed to these Terms on your behalf. Users under 18 are considered minors and may use the platform only in compliance with applicable laws and with parental consent as required.

Minor Account Restrictions: If you are under 18, certain features of the Service will be restricted. In particular, users under 18 are not permitted to withdraw any earnings or funds through the platform until they reach 18 years of age. Any funds accumulated in a minor's account (for example, from collaborations or promotions) will be held and not disbursed until the user provides proof of turning 18. We reserve the right to request age verification at any time and to suspend or terminate accounts that misrepresent age or are found to be used by those under 13. Parents or guardians of minors should supervise the minor's use of the Service and are responsible for the minor's activity.

III. Account Registration and Security

To access the Service's features, you must create an account in the appropriate user category (Merchant, Influencer, or Service Provider). When registering, you agree to provide truthful, accurate, and complete information, including all data requested for your user type (for example, Merchants must provide valid contact and business details, Influencers a valid email and social account info, etc.). You are responsible for keeping your registration information up-to-date.

Account Security: You are solely responsible for maintaining the confidentiality of your account login credentials. You must not share your password or allow others to use your account. If you suspect any unauthorized use of your account or security breach, you must notify us immediately. Celetric is not liable for any loss or damage arising from your failure to secure your account. You are responsible for all activities that occur under your account, whether or not you authorized them.

Each user may only create an account for their own use (or a single business entity, if you are authorized to create an account on behalf of a company). You may not transfer your account to someone else or use another person's account without permission. We reserve the right to reject any registration or close any account that violates these Terms or that we find to contain false, misleading, or outdated information.

IV. Our Services and Platform Role

Service Description: Celetric provides an online platform that facilitates connections and collaborations among Merchants, Influencers, and Service Providers. For example, Merchants can discover and partner with Influencers to promote products, and all users can utilize various tools and features we offer (such as campaign postings, matching algorithms, communication tools, and payment integrations).

Platform as Intermediary: Celetric's role is solely as an intermediary to enable users to find and collaborate with each other. Celetric is not a party to any direct agreements or transactions between users (including any contract for services or sponsorship between a Merchant and an Influencer, or any contract for services a Service Provider offers to a Merchant or Influencer). Any arrangements, commitments, or contracts that users enter into with each other (for example, an Influencer agreeing to create content for a Merchant in exchange for payment) are strictly between those users. Celetric does not guarantee the performance, outcome, or legality of any user-to-user agreement.

You understand that:

A.Celetric does not endorse or guarantee any user (their identity, background, capability, or legitimacy). We do not perform full background checks, though we may verify certain information (like email or phone verification). You should exercise caution and diligence when entering into collaborations or transactions with others.

B.Celetric has no control over and does not assume responsibility for the quality, timing, legality, failure to perform, or any other aspect of the services or content provided by users to each other. For instance, we are not responsible if an Influencer does not deliver content as promised to a Merchant, or if a Merchant fails to pay an agreed amount, or if a Service Provider's services are unsatisfactory.

C.User Disputes: Any dispute or claim arising between you and another user must be resolved between the users themselves. While we may, at our discretion, try to help facilitate a resolution through customer support, Celetric has no obligation to resolve disputes and no liability for any dispute between users.

By using the platform, you acknowledge and agree that Celetric disclaims all liability for the conduct of users and any interactions or agreements between users, to the maximum extent permitted by law.

V. User Conduct and Prohibited Activities

We strive to maintain a respectful and lawful community. By using our Service, you agree to abide by the following rules:

A.Compliance with Laws: You will comply with all applicable laws and regulations (federal, state, local, and international) when using the Service and engaging with other users. This includes (but is not limited to) laws regarding advertising disclosures, intellectual property, privacy, anti-spam, export control, and anti-discrimination. Merchants and Influencers must particularly ensure compliance with advertising and endorsement guidelines (for example, any sponsored content should be properly disclosed in accordance with FTC regulations).

B.Accurate Information: You must provide and maintain accurate information. You will not impersonate any person or entity or misrepresent your affiliation, and if you are a Merchant, you must accurately represent your business and products; if an Influencer, your follower counts or engagement metrics (if shared) should be truthful; if a Service Provider, your qualifications and services should be truthfully described.

C.No Illegal or Harmful Content: You will not post, share, or transmit any content that is illegal, fraudulent, defamatory, harassing, threatening, obscene, or otherwise objectionable. This includes content that infringes on any party's intellectual property or privacy rights, hate speech or content that promotes discrimination or violence, and any content that violates community standards or our policies.

D.No Exploitation of Minors: Users must not engage in any exploitative or inappropriate conduct toward minors on the platform. Influencers under 18 must have parental guidance as noted, and no user shall solicit personal data from minors or involve minors in any way that violates child protection laws.

E.Platform Integrity: You will not misuse our Service. Prohibited activities include:

a.Attempting to hack, disable, interfere with, or disrupt the functioning of the platform or the servers and networks used to provide the Service.

b.Deploying any automated systems (such as bots, scrapers, or crawlers) to collect data or information from the platform without our prior written permission. (Reasonable use of our provided APIs or integration features is allowed if you comply with any use policies.)

c.Spamming or Harassment: Sending unsolicited or bulk communications to users, or harassing users with repetitive messages/invites. You should only message or contact other users for legitimate collaboration or Service-related purposes.

d.Reverse Engineering or Abuse: Attempting to reverse engineer the platform's software, or using the Service to create a competing platform, or exploiting any bugs or vulnerabilities for unfair gain.

e.Circumventing Security: Trying to bypass any content filtering techniques or security measures we have in place.

F.No Unauthorized Commercial Use: You may use the platform for its intended commercial purposes (e.g., merchants seeking promotion, influencers seeking collaboration, service providers offering services). However, you may not resell, rent, or charge others for access to our Service, and you may not use the platform to advertise or sell any goods or services not related to the platform's purpose without our consent.

G. With respect to the usage rules and instructions for certain specific Celetric services, any statements, notices, warnings, and other contents made by the operator of Celetric through various means (including but not limited to web announcements, system notifications, messages, SMS reminders, etc.) shall be deemed as part of this Agreement. If a user uses such Celetric services, it means that the user agrees to the contents of such statements, notices, and warnings.

a.For users who post follow-up comments containing illegal or harmful information, the company has the right to take disposal measures in accordance with the law, including but not limited to issuing warnings and reminders, refusing to publish, deleting information, restricting account functions, suspending account updates, closing accounts, and prohibiting re-registration.

b.The company has the right to establish a user classification management system, conduct credit evaluations on users' content/comment behaviors, and determine the scope and functions of use based on credit ratings. For users with serious dishonesty, the company has the right to include them in the blacklist, stop providing services to blacklisted users, and prohibit them from using the follow-up comment function by re-registering accounts or other means.

c.For users who have posted content/comments, if they have objections to the disposed content/comment information, they may file an appeal to the company through the feedback channels stipulated in this Agreement, and the company will conduct verification and handling in accordance with this Agreement.

d.The company has the right to take disposal measures in accordance with the law based on specific circumstances, including but not limited to issuing warnings and reminders, deleting information, suspending functions such as commenting/posting content/comment sections until permanently closing comment sections, restricting account functions, suspending account updates, closing accounts, and prohibiting re-registration, and shall report to the relevant authorities.

e.If the company or users discover any illegal or non-compliant follow-up comments, they may file a complaint or report to the relevant authorities.

f.Regarding the usage rules and instructions for certain specific Celetric services, any statements, notices, warnings, and other contents issued by the operator of Celetric through various means (including but not limited to web announcements, system notifications, messages, SMS reminders, etc.) shall be deemed as part of this Agreement. If a user uses such Celetric services, it means that the user agrees to the contents of such statements, notices, and warnings.

Celetric reserves the right to suspend or terminate accounts that engage in any of the above prohibited activities or any behavior that we deem harmful to the platform or its users. We may remove any content that violates these rules. Repeated misconduct or a single severe violation may result in a permanent ban from the Service. Users are encouraged to report any misconduct or violations to us.

VI. Transactions, Payments, and Fees

Our platform may facilitate payments between users (for example, a Merchant paying an Influencer a fee for a promotion, or a Merchant paying a Service Provider for services). The following terms apply to financial interactions on the platform:

A.Third-Party Payment Processing: Celetric integrates with third-party payment service providers (such as payment gateways or processors) to handle transactions (e.g., Stripe, PayPal, or others). By making or receiving payments through our Service, you agree to the processor's terms of service and privacy policy, and you authorize Celetric to share your necessary information (such as your name, business name, email, and payment account details) with those payment providers for the purpose of facilitating transactions, payments, payouts, or refunds. We do not store full financial account numbers or payment card numbers on our systems; such information is handled by the third-party processor.

B.Payment Obligations of Users: If you are a Merchant and you agree to pay an Influencer or Service Provider through the platform, you must honor your payment obligations promptly and in the amount agreed. If you are an Influencer or Service Provider who receives a payment, you are responsible for any taxes or fees associated with the income you earn. Celetric is not a party to the payment agreement between users; we simply provide the tools to facilitate it. We do not guarantee any user's payment or refund obligations.

C.Platform Fees: Celetric may charge service fees or commissions for use of the platform or for certain transactions (for example, a percentage commission on payments processed between Merchants and Influencers). Any applicable fees will be disclosed to you before you complete a transaction or sign up for a paid feature. By using the Service, you agree to pay any such fees as applicable. Fees may be deducted automatically from payments processed or may be billed to you, depending on the arrangement. All fees are non-refundable unless otherwise stated or required by law.

D.No Withdrawal for Minors: As stated in Section 2, if you are an Influencer (or any user) under 18, you will not be able to withdraw funds from your account until you reach age 18. The platform may retain those funds or return them to the paying party, at our discretion, if compliance or legal reasons necessitate. We highly encourage that any collaboration involving a minor be supervised and that any earnings be handled in accordance with relevant laws (for instance, child performer laws or trust accounts, if applicable).

E.Currency and Taxes: All monetary transactions on the platform are conducted in U.S. Dollars (USD) unless otherwise specified. You are responsible for any taxes (such as income, sales, VAT, etc.) that apply to your use of the Service or any transactions you conduct. Celetric may withhold taxes from payouts if required by law, or request tax information (like a W-9 form for U.S. users) to comply with tax reporting obligations.

F.Refunds and Cancellations: If a user believes they are entitled to a refund or if a project is canceled, the resolution will depend on the agreement between the parties and possibly the payment provider's policies. Celetric may assist in mediating disputes about refunds at our discretion, but we do not guarantee refunds once a service has been delivered or a campaign executed. Chargebacks or payment disputes directed at the payment provider may result in account review. Misuse of chargebacks (such as fraudulent claims) is prohibited and could lead to termination of your account.

VII. Third-Party Services and Integrations

Our Service may integrate with or link to third-party services not owned or controlled by Celetric. Examples include: connecting a TikTok or other social media account to your Celetric profile, using a third-party analytics or marketing tool through our platform, or processing payments via third-party services as described.

Third-Party Terms: Your use of any third-party service or integration is subject to that third party's terms and privacy policy. For instance, if you link your TikTok account, TikTok's terms and privacy policy govern that account and the data retrieved. Celetric is not responsible for third-party services – we do not endorse or assume liability for their content, accuracy, or practices.

Data Sharing with Third Parties: As noted in our Privacy Policy, we may share certain user data with third-party service providers and partners to enable functionality. For example, if we integrate a matchmaking algorithm provided by a partner, or use a cloud hosting provider, those third parties might process your data on our behalf. We ensure any third-party providers are bound to protect your data under privacy and security obligations.

However, Celetric retains the right to decide which user data to share or not share with any third party. We will only share personal data with third parties for legitimate purposes such as operating the Service (e.g., payment processing, email delivery, analytics), facilitating user connections (e.g., showing your profile to potential partners), complying with legal obligations, or if you have given consent. We will not sell your personal information to unrelated third parties for their own marketing purposes without your consent. (For details, see the Privacy Policy section on data sharing.)

No Liability for External Platforms: If you leave our platform by clicking an external link (for example, a Merchant's website or an Influencer's TikTok profile), understand that you are no longer governed by our Terms or Privacy Policy. We are not liable for any issues arising from your use of third-party websites or services, even if linked from our platform.

VIII. Content and Intellectual Property

Your Content: In the course of using Celetric, you may provide or upload content (for example: profile information, images, logos, product descriptions as a Merchant; social media content, posts, or metrics as an Influencer; descriptions of services or portfolios as a Service Provider; or messages and communications between users). You retain any intellectual property rights that you already hold under law in content you create and post to the platform. However, by providing or posting content on Celetric, you grant Celetric a worldwide, royalty-free, sublicensable, non-exclusive license to use, reproduce, modify (for formatting or technical purposes), display, distribute, and create derivative works of your content solely for the purposes of operating and promoting the Service. For example, we may display your profile and content to other users to facilitate matches, or use snippets in our marketing materials to illustrate the platform's offerings. This license ends when you delete the content or close your account, except to the extent your content has been shared with others and they have not deleted it, or it has been archived in backups (in which case we will remove it when those backups are cycled out or as technically feasible).

Your Assurances: You represent and warrant that you have all necessary rights to any content you upload or share on Celetric, and that such content does not infringe or violate any third-party's rights (including intellectual property, privacy, publicity, or contractual rights). For example, if you upload a video or photo, you must have the right to use and share it. If you are a Merchant uploading a brand logo or product image, you must own it or have permission. If you are an Influencer linking or posting content from TikTok, ensure it's your content or you have rights to it. You agree not to upload any content that is illegal or violates the User Conduct rules in Section 5.

Celetric Intellectual Property: The Service itself (including our website and app design, text, graphics, logos, software code, and all other material we provide) is owned or licensed by Celetric and is protected by intellectual property laws. Celetric retains all rights, title, and interest in and to its trademarks, service marks, logos, and brand features ("Celetric Marks"), as well as the platform's technology and content. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service and any content we explicitly provide to you for its intended purpose only and in accordance with these Terms. You may not copy, modify, distribute, or create derivative works from our intellectual property without our prior written consent.

Feedback: If you choose to provide suggestions or feedback to Celetric regarding our platform or services, you agree that Celetric can use and implement that feedback without any restriction or compensation to you.

DMCA and Copyright: It is our policy to respond to clear notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws. If you believe content on our Service infringes your copyright, please contact us with a notice that includes all required information (e.g., your contact info, identification of the copyrighted work and the infringing material, a statement of good faith belief, etc.). We may remove or disable content claimed to be infringing and terminate the accounts of repeat infringers, in our discretion.

IX. Privacy

Your privacy is important to us. Our Privacy Policy (see below, after these Terms) explains what data we collect from users and how we use, share, and protect it. By using the Service, you agree that Celetric can collect and process your personal information in accordance with the Privacy Policy. This includes the collection of various data you provide (for example, contact details, business information, social media account info) and data generated through your use of the platform. We encourage you to read the Privacy Policy carefully. If you do not agree with our data practices, do not use the Service.

Keep in mind that certain information you provide may be visible to other users on the platform (for example, Merchants can see Influencers' profile information and vice versa as part of collaboration matching). We endeavor to limit the exposure of personal contact details unless a match or agreement is made, but by nature of the Service, some information will be shared with other users. For details, see the Privacy Policy section on "How We Share Your Information."

X. Termination and Account Closure

By You: You may stop using our Service at any time and/or delete your account. If you wish to delete your account, you may do so through your account settings (if available) or by contacting us at the provided contact information. Account closure will generally take effect within a reasonable time after processing your request. Note that content you have shared with others or projects you participated in may continue to be visible to those users even after your account is deleted.

By Celetric: We reserve the right to suspend, restrict, or terminate your account or access to some or all of the Service at any time, with or without notice, if we believe you have violated these Terms, any applicable law, or if you engage in behavior that we deem harmful to the platform or any user. We may also suspend or terminate accounts that have been inactive for an extended period or for technical or security reasons. In most cases of minor violations, we will attempt to send you a warning or notice before termination. However, in serious cases (e.g., fraud, illegal activity, serious harassment, or other dangerous behavior), we may deactivate immediately.

If your account is terminated (by you or by us), the Terms will continue to apply to any past use of the Service by you, and anything that by its nature should survive termination (such as our rights to content you posted while on the platform, disclaimers, and limitation of liability) will remain in effect. If you have any outstanding balances or payment obligations at the time of termination, you will still be responsible for those. Celetric will not be liable to you for compensation, reimbursement, or damages in connection with any termination of Service or deletion of your content.

XI. Disclaimers of Warranties

Use At Your Own Risk: Celetric provides the Service on an "as is" and "as available" basis. While we strive to offer a useful and reliable platform, we make no representations or warranties of any kind about the accuracy, reliability, completeness, or timeliness of our Service or any content provided therein. To the fullest extent permitted by law, Celetric disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will meet your requirements or expectations, that it will be uninterrupted, secure, or error-free, or that any defects will be corrected.

No Guarantee of Results: Celetric does not guarantee any outcomes from using the platform. For example, we do not guarantee that Merchants will find suitable Influencers or achieve any particular return on marketing campaigns, nor that Influencers will receive any particular number of offers or any income, nor that Service Providers will successfully find clients. Any success depends on many factors outside our control. Users use the platform and engage with each other at their own risk and discretion.

Content and Data: We are not responsible for content posted by users, including any advice, opinions, or offers made by users. Any information or materials obtained through the Service are done at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results from downloading or accessing any material through the Service. We do not warrant the accuracy or reliability of any user-generated content or third-party content on the platform.

Third-Party Integrations: Any third-party software, services, or links made available or accessible via our Service are not warranted or supported by Celetric. We disclaim liability for any issues arising from third-party services (such as payment providers or social media platforms). Your interactions with third parties are solely between you and the third party, unless explicitly stated by Celetric.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, any legally required warranty is limited to the shortest period and maximum extent allowed by law.

XII. Limitation of Liability

To the maximum extent permitted by law, in no event will Celetric or its affiliates, officers, employees, or agents be liable to you for any indirect, incidental, special, consequential, or exemplary damages whatsoever arising out of or related to your use of (or inability to use) the Service or your interactions with other users. This includes, without limitation, damages for lost profits or revenues, loss of goodwill, loss of data, service interruption, computer damage, or system failure, or the cost of substitute products or services, or for any claim against you by any third party, even if we have been advised of the possibility of such damages.

Cap on Liability: In addition, to the extent permitted by applicable law, the total cumulative liability of Celetric and its affiliates arising out of or relating to these Terms or the Service shall not exceed the greater of: (a) USD $100 or (b) the total amount of fees (if any) that you have paid to Celetric in the twelve months prior to the event giving rise to the liability. This limitation applies to all claims of liability, whether based on contract, warranty, tort (including negligence), or any other legal theory.

For example, if you as a Merchant paid a service fee to Celetric of $50 in the last year, and you incur some loss, our potential liability to you would be capped at $100 (the greater of $100 or $50). If you paid $500 in fees, our liability could be capped at $500 (the greater of $100 or $500). If you paid nothing, our liability would be capped at $100. This cap is an aggregate limit for all claims you might bring collectively.

User Interactions: Celetric specifically disclaims any liability arising from the conduct of any user or third party, and from disputes between you and any other user. By using the Service, you release Celetric from any claims or liability related to any conduct of other users. We are not liable for any disputes, injuries, or damages that may arise between users (e.g., misrepresentation by another user, failure of another user to pay or deliver services, etc.).

No Liability for Certain Types of Loss: We do not accept liability for any loss of business, contracts, business opportunities, goodwill, or anticipated savings. We also will not be liable for any damage or alteration to your equipment including but not limited to computer equipment or mobile device as a result of the installation or use of the Service.

Jurisdictional Exceptions: Some states or jurisdictions do not allow the exclusion or limitation of certain damages or liabilities. For example, certain laws may not allow the exclusion of liability for death or personal injury caused by negligence, or for fraud, or for willful misconduct. We do not seek to exclude liability for those things. Also, because some states (such as New Jersey) do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not fully apply to you. In such states, our liability will be limited to the maximum extent permitted by the law of that state. Specifically, if you are a New Jersey resident, the limitations in this Section 12 are intended to apply only to the extent permitted by New Jersey law; if New Jersey law prohibits certain liability limitations in consumer contracts, those limitations shall not apply to you, and the remainder of the Terms shall remain in full force and effect.

XIII. Indemnification

You agree to indemnify, defend, and hold harmless Celetric, its parent company, affiliates, and their respective officers, directors, employees, and agents (collectively, the "Celetric Parties") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) that arise out of or relate to: (a) your use or misuse of the Service; (b) your violation of these Terms or of any law or regulation; (c) your infringement or violation of any rights of another (including intellectual property rights or privacy/publicity rights); or (d) any content you post or share on the platform.

This means, for example, if you as a Merchant post someone else's copyrighted image and we get sued, or if you as an Influencer fail to disclose a paid promotion and there are legal consequences, or if any user engages in illegal conduct through our platform, you may be responsible for the costs incurred by Celetric due to your action or inaction.

Celetric reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree to cooperate with our defense of that claim). You may not settle any such matter without Celetric's prior written consent.

New Jersey Users: If you are a resident of New Jersey, the indemnification provision above is intended to apply to you only to the extent permitted by New Jersey law. Certain indemnification obligations may not be enforceable under New Jersey law (for example, New Jersey may not allow an indemnitee to be indemnified for its own negligence). In such cases, the scope of the indemnity will be limited to the extent allowed by law.

XIV. Governing Law and Jurisdiction

These Terms and any dispute arising out of or related to them or the Service will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. We choose Delaware law because Celetric, LLC is a company registered in Delaware.

Jurisdiction: You agree that any dispute or claim that cannot be resolved through informal resolution (or through any alternative dispute resolution mechanism provided, if applicable) will be brought exclusively in the state or federal courts located in the State of Delaware. You consent to the personal jurisdiction of such courts and waive any objections to venue in those courts, unless a specific law in your jurisdiction (such as a consumer protection law in your state) requires otherwise.

Local Law Compliance: Celetric provides its Service initially in the States of New York and New Jersey (and may expand to other areas). We strive to comply with all applicable laws in the places where we operate. Nothing in these Terms will limit any rights or protections you have under the law of your state or country of residence. If any provision of these Terms is contrary to a specific law applicable to you (for instance, a state law that provides you additional protections), then that provision will be deemed modified or severed to be consistent with law, but the rest of these Terms will remain in effect.

If you are a consumer in New York or New Jersey, you may have certain additional rights or remedies under state law. These Terms are not intended to limit or waive any rights that cannot be waived under law. For example, under New Jersey law, certain warranty disclaimers or limitations of liability might not apply to you. We incorporate such state-specific considerations as discussed in prior sections.

XV. Changes to These Terms

Celetric may update or modify these Terms from time to time. If we make material changes, we will notify users by posting the revised Terms on our website/app and updating the "Last Updated" date, and/or by sending a notice to the email address associated with your account or through other reasonable means. It is important that you review any updated Terms. By continuing to use the Service after the effective date of new Terms, you are indicating that you accept and agree to the revisions. If you do not agree to the updated Terms, you must stop using the Service and, if applicable, cancel your account.

We may also modify or discontinue parts of the Service, introduce new features, or impose limits on certain features at any time. We will endeavor to notify you of any major changes to the Service that may affect your use.

XVI. Miscellaneous

A.Entire Agreement: These Terms (together with any additional guidelines, rules, or terms expressly incorporated by reference, and the Privacy Policy) constitute the entire agreement between you and Celetric regarding the Service. They supersede all prior agreements or communications between you and us concerning the subject matter.

B.Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect.

C.No Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing to be effective.

D.Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or in connection with a merger, acquisition, sale of assets, or by operation of law. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

E.No Agency: No joint venture, partnership, employment, or agency relationship exists between you and Celetric as a result of these Terms or your use of the Service. You do not have any authority to bind Celetric in any respect.

F.Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect.

G.Contact Information (Terms): If you have any questions or concerns about these Terms, you can contact us using the information provided in the Privacy Policy or on our website. Typically, you may reach us at [Company Email] or at our mailing address: Celetric, LLC, Registered Office in Delaware, USA (full address to be provided on our site).