The legal agreement between you and Celes Labs, Inc. governing your use of CelesChat.
Effective April 19, 2026
Welcome to CelesChat. These Terms of Service ("Terms") form a binding legal agreement between you and Celes Labs, Inc., a Delaware corporation ("Celes Labs", "we", "us", or "our"), and govern your access to and use of the CelesChat mobile and web applications, websites, APIs, and related services (collectively, the "Service").
By creating an account, accessing, or using the Service, you agree to these Terms, our Privacy Policy, and our Acceptable Use Policy. If paid features are introduced in the future, separate Subscription Terms will be made available and will apply to those features. If you do not agree, do not access or use the Service.
PLEASE READ SECTION 15 (DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER) CAREFULLY. IT AFFECTS HOW DISPUTES BETWEEN YOU AND CELES LABS ARE RESOLVED.
You must be at least 13 years old to use the Service. If you are between 13 and 18 (or the age of majority in your jurisdiction), you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf. In the European Economic Area, United Kingdom, and certain other jurisdictions, additional minimum-age requirements may apply (generally 16). The Service is not directed to children under 13, and we do not knowingly collect personal information from them. See our Children's Privacy Notice for details.
CelesChat uses phone-based sign-in. To create an account you must provide a valid mobile phone number that you control and complete a one-time SMS verification. You are responsible for maintaining the security of your phone number, your device, and any verification codes sent to you, and for all activities that occur under your account. You must notify us promptly at [email protected] if you suspect unauthorized access.
Except for authorized business accounts, you may not create more than one account, create an account on behalf of someone other than yourself, or transfer your account to another person without our prior written consent.
You may not use the Service if you are (a) barred from receiving services under applicable law, (b) located in, or a resident or national of, any country subject to comprehensive U.S. embargoes (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (c) listed on any U.S. government list of prohibited or restricted parties.
CelesChat is a messaging product that combines group and individual chats with optional artificial intelligence features, including an in-chat AI assistant invoked with the "@celes" mention, AI-generated summaries of unread messages, and a standalone AI chat mode ("AI Features"). CelesChat is currently offered free of charge. We may introduce paid features in the future; any paid features will be governed by separate Subscription Terms made available before you subscribe.
AI Features are experimental. Output may be inaccurate, incomplete, offensive, biased, or otherwise unsuitable, and should not be relied upon as a substitute for professional advice (medical, legal, financial, or otherwise). You are responsible for reviewing and verifying any AI output before relying on it. We do not train our foundation or fine-tuned models on the content of your messages or AI conversations except as expressly described in our AI Usage Policy.
We are continuously improving the Service and may add, remove, or modify features at any time. We will use commercially reasonable efforts to notify you of material changes. Beta, pre-release, and experimental features are provided "as is" and may be modified or discontinued without notice.
You retain ownership of the messages, images, files, reactions, statuses, profile information, and other content you submit to or through the Service ("Your Content"). We do not claim ownership of Your Content.
Solely to operate, provide, maintain, secure, and improve the Service for you, you grant Celes Labs a worldwide, non-exclusive, royalty-free, sublicensable (only to our service providers acting on our behalf) license to host, store, reproduce, transmit, display, and create limited derivative works of Your Content. This license is limited to the purpose of providing the Service to you and the recipients you choose, and it terminates when you or we delete Your Content, except (a) to the extent Your Content has been shared with others who have not deleted it, and (b) as necessary to comply with legal obligations or enforce our rights.
We do not use Your Content (including the substance of your chats or AI prompts) to train our own or third-party foundation AI models. See the AI Usage Policy for details, narrow exceptions, and the limited categories of de-identified operational data we may use to improve safety and reliability.
You represent and warrant that Your Content, and your use of the Service, (a) does not violate any law, (b) does not infringe or misappropriate anyone's intellectual property, privacy, publicity, or other rights, and (c) complies with our Acceptable Use Policy. You are solely responsible for Your Content and for any consequences of posting or sharing it.
If you submit suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without obligation to you.
Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. Without limiting that policy, you agree not to:
Use of CelesChat is currently free of charge. Celes Labs may introduce paid features in the future, including subscription-based access to advanced AI Features. If we do, we will make separate Subscription Terms available before you subscribe, and those terms will govern pricing, billing, auto-renewal, taxes, cancellation, and refunds. Paid features offered through the Apple App Store or Google Play will also be subject to the applicable app-store terms; Apple or Google — not Celes Labs — will collect payment, process refunds, and manage auto-renewal for in-app purchases. You will always be given the opportunity to review and accept Subscription Terms before any charge is incurred.
The Service — including its software, models, designs, logos, trademarks (including "CelesChat" and "Celes"), and content provided by us — is owned by Celes Labs or our licensors and is protected by copyright, trademark, and other intellectual-property laws. Except for the limited rights expressly granted here, no right, title, or interest in the Service is transferred to you.
Subject to your compliance with these Terms, Celes Labs grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the CelesChat application on devices you own or control, solely for your personal, non-commercial use of the Service. This license does not allow you to use the application on any device that you do not own or control.
The Service may include third-party open-source components, each governed by its own license. A list of such components and their licenses is available from us on request.
The Service may allow you to connect third-party services (such as calendar, contact, or productivity integrations) or include links to third-party websites and resources. Those services are not controlled by us and are governed by their own terms and privacy policies. Celes Labs is not responsible for the availability, accuracy, or content of any third-party service, and using them is at your own risk.
Our Privacy Policy describes how we collect, use, share, and protect information in connection with the Service. By using the Service, you acknowledge that your information will be processed as described in the Privacy Policy. If you are located in the European Economic Area, the United Kingdom, Switzerland, California, or certain other jurisdictions, additional rights may apply, as detailed in the Privacy Policy.
We respect intellectual-property rights and respond to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA) and similar laws. Our full DMCA / Copyright Policy describes how to submit a notice or counter-notice. Repeat infringers' accounts will be terminated.
You may stop using the Service at any time and delete your account from within the app or by contacting [email protected].
We may suspend or terminate your access to the Service, delete your account, or restrict features, with or without notice, if (a) you breach these Terms or our Acceptable Use Policy, (b) we are required to do so by law or a legal order, (c) your continued use poses a security risk or causes us to incur legal or financial liability, or (d) you remain inactive for an extended period. Where practicable and lawful, we will give you notice and a reasonable opportunity to cure non-material breaches.
Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive (including ownership, disclaimers, limitations of liability, dispute resolution, and miscellaneous) will survive. We may retain backups and certain data as described in the Privacy Policy.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELES LABS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELES LABS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN THOSE CASES OUR LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.
To the extent permitted by law, you agree to indemnify, defend, and hold harmless Celes Labs, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (a) your access to or use of the Service, (b) Your Content, (c) your violation of these Terms or any law or third-party right, or (d) any dispute between you and another user. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you; you agree to cooperate with our defense.
The Service and any accompanying documentation are "commercial items" as defined in 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation". Use, duplication, or disclosure by U.S. government end users is subject to the restrictions in these Terms. You may not export, re-export, or transfer the Service in violation of U.S. or other applicable export-control laws, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control.
This Section 15 applies to you unless you are a Consumer located in the European Economic Area, the United Kingdom, Switzerland, or another jurisdiction whose laws prohibit pre-dispute arbitration of consumer disputes, in which case only the "Governing Law" and "Venue" provisions apply.
Before filing a formal claim, you and Celes Labs agree to try to resolve any dispute informally for at least sixty (60) days. To begin, send a written notice to [email protected] describing the dispute, the relief you seek, and your contact information. We will respond in writing.
If informal resolution fails, you and Celes Labs agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except as modified by these Terms. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.
YOU AND CELES LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims, preside over any form of representative proceeding, or award class-wide relief.
The arbitration will be conducted in English. Unless the parties agree otherwise, the arbitration will be held in Chicago, Illinois or by videoconference. For claims of US$10,000 or less, you may choose to have the arbitration conducted solely on the basis of documents, by telephone, or in person. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. The notice must include your name, account information, and an unambiguous statement that you wish to opt out. Opting out will not affect any other provision of these Terms.
Either party may (a) bring an individual action in small-claims court for disputes within that court's jurisdiction, and (b) seek injunctive or other equitable relief in court for infringement or misuse of intellectual-property rights.
These Terms and any Dispute are governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-laws principles. To the extent a Dispute is not subject to arbitration, the exclusive venue will be the state or federal courts located in Chicago, Illinois, and the parties consent to personal jurisdiction there. Nothing in these Terms overrides non-waivable rights granted to Consumers by the laws of their country of residence.
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, via in-app notification or email) at least thirty (30) days before they take effect, unless a shorter period is required by law or necessary for security reasons. Your continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree, you must stop using the Service and may delete your account.
These Terms, together with the documents incorporated by reference (Privacy Policy, Acceptable Use Policy, EULA, and any other posted policies, plus any Subscription Terms that apply once paid features are introduced), constitute the entire agreement between you and Celes Labs regarding the Service and supersede all prior agreements on the subject.
If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in full force and effect.
Our failure to enforce any provision is not a waiver of that provision.
You may not assign these Terms without our prior written consent. We may assign these Terms without notice in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental action, internet disruption, or pandemics.
We may provide notices to you through the Service, including in-app alerts and push notifications. You may provide notices to us at [email protected] or by mail to Celes Labs, Inc., Attn: Legal, 938 W Concord Pl, Unit 1, Chicago, IL 60614, USA.
If you download the CelesChat application from the Apple App Store, you acknowledge that these Terms are between you and Celes Labs only, and not with Apple Inc. ("Apple"). Apple is not responsible for the Service or its content. In the event of any failure of the application to conform to any applicable warranty that cannot be disclaimed, you may notify Apple, which may refund the purchase price paid for the application to you, and, to the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the application. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
Questions about these Terms may be directed to [email protected].