Terms
Terms of Service
These Terms govern the conditions of use of the Celon website, console, application programming interface (API), software development kit (SDK), dashboard, AI model routing features, and related services provided by Celon Inc. By using the service, creating an account, signing an order form, or purchasing a paid plan, you agree to these Terms.
Effective July 17, 2026 · Last amended July 17, 2026
Article 1. Purpose
These Terms set out the conditions under which the Celon service is provided, the rights, obligations, and responsibilities of the Company and users, payment of fees, restrictions on use, termination, and dispute resolution.
Article 2. The Company and Contracting Party
- "Company" means Celon Inc. (a Republic of Korea corporation, representative director Junha Jang), which provides the service to users and enters into a contract with them.
- The Company is the sole contracting party for all users. No other legal entity is identified as a contracting party in the service, at checkout, on an order form, or on an invoice.
- Where a user and the Company have entered into a separate order form, service agreement, enterprise agreement, data processing agreement, service level agreement, or other written agreement, those documents apply in the following order of precedence.
- Order form or separate written agreement
- Data processing agreement and service level agreement
- These Terms
- In-service operating policies and documentation
Article 3. Definitions
The terms used in these Terms have the following meanings.
- "Service" means the website, console, API, SDK, AI model routing, model calls, usage management, cost optimization, logs, analytics, monitoring, and related features provided by the Company through Celon.
- "AI Provider" means a third-party AI model or infrastructure provider that the Company connects to in order to provide the service, such as OpenAI, Anthropic, Google, xAI, Meta, Mistral, DeepSeek, OpenRouter, or a self-hosted model operator.
- "Input" means the prompts, instructions, documents, images, audio, video, code, data, and other information that a user enters, transmits, uploads, or connects to the service.
- "Output" means the text, code, images, audio, video, data, or other results that an AI model or the service generates or returns on the basis of Input.
- "Customer Content" means Input, Output, and other content that a user stores in or transmits to the service.
- "Organization" or "Workspace" means an account unit configured so that multiple users can use the service jointly.
- "Organization Administrator" means a user with authority to manage an organization's members, permissions, billing, security settings, model settings, and Customer Content.
- "Credits" means the prepaid or promotional unit used within the service to pay service fees or to draw down AI model usage.
- "Order Form" means an electronic or written document setting out the plan, contract term, usage volume, features provided, data processing conditions, and other individual terms.
- "Consumer" means a person who uses the service for personal purposes unrelated to a business or professional activity.
- "Business User" means a company, organization, institution, sole proprietor, or person who uses the service for their own business or professional activity.
Article 4. Posting and Amendment of the Terms
- The Company posts these Terms on the service screen or website so that users can review them easily.
- The Company may amend these Terms to the extent that doing so does not violate applicable law.
- When amending the Terms, the Company gives notice of the amended content and its effective date through the service, by email, or otherwise, within the following periods.
- General amendments: 7 days before the effective date
- Amendments that are unfavorable to users or that materially affect their rights or obligations: 30 days before the effective date
- Where necessary due to a change in law, response to a security incident, prevention of abuse of the service, or urgent regulatory compliance, the Company may apply an amendment on a shorter period of notice to the extent reasonably possible.
- Where a materially unfavorable amendment affects a paid term that has already been paid for, the Company applies one of the following to the extent permitted by applicable law.
- Applying the amendment from the next renewal
- Obtaining the user's express consent
- Offering the user termination without penalty and a refund of unused amounts
- A user who does not agree to the amended Terms may cancel their subscription or terminate the contract before the effective date.
- An amendment that requires express consent under applicable law is not treated as agreed merely because a user continued to use the service.
Article 5. Eligibility and Authority to Contract
- A user must have the capacity to enter into a valid contract under the law of their place of residence.
- A minor may not use the service or enter into a paid contract without the valid consent of their legal representative.
- A person using the service on behalf of a company or organization represents and warrants the following.
- That they have authority to bind that company or organization to these Terms
- That they are lawfully authorized to use the account and payment information
- That they have completed the notices and consents required for the members of that organization
- Given the nature of the service, the Company may make certain features or paid plans available only to Business Users.
Article 6. Accounts and Organization Management
- A user must provide accurate and up-to-date information.
- A user must securely manage their account password, API keys, access tokens, and other authentication credentials.
- A user is responsible for activity that occurs through their account or API keys. This does not apply to unauthorized use arising from causes attributable to the Company.
- A user must notify the Company immediately upon discovering an account compromise, an API key leak, or suspicious access.
- An Organization Administrator may have the following powers.
- Inviting and removing members
- Setting roles and access permissions
- Viewing Customer Content and usage records within the organization
- Changing model, provider, data processing, and security settings
- Managing payment methods, plans, and usage limits
- Requesting deletion of the account or organization
- A user who joins an organization understands and agrees that the Organization Administrator may manage their organization account and their activity within the organization.
- Where a user's access to an organization is removed, for example on termination of employment or of a contractual relationship, the user's access to that organization's Customer Content may also end.
- An account may not, as a rule, be transferred, lent, or sold to another person.
Article 7. Content of the Service
- The Company may send a request to one or more AI models, taking into account the user's request, settings, cost, performance, latency, model availability, content type, and other conditions.
- The service may include all or part of the following features.
- Automatic AI model selection and routing
- Calling a model specified by the user
- Optimization on cost, performance, and speed
- Switching to an alternative model or provider in the event of a failure
- Calling multiple models and aggregating the results
- Pre-processing of prompts or input data
- Validation, filtering, or post-processing of output
- Records of usage, cost, tokens, and requests
- Management of API keys, organizations, and permissions
- Connection of self-hosted or third-party-hosted models
- Depending on the mode or settings selected by the user, the Company may route a request to an equivalent or similar model rather than to a specific model.
- Where a specific model, model version, AI Provider, processing region, or data retention condition is essential, the user must specify it in the service settings or in an order form.
- Where an order form does not guarantee a specific model or provider, the Company may change models, model versions, providers, and routing methods in order to operate the service.
- The Company is under no obligation to disclose the specific structure of its routing algorithms, model evaluation methods, security detection methods, or other internal technology.
Article 8. AI Providers and Third-Party Services
- The user agrees that Input and related metadata may be transmitted to a selected AI Provider or infrastructure provider in order to provide the service.
- The Company may identify the principal AI Providers available through the service screen, documentation, or a separate provider list.
- Where the automatic routing feature is used, the AI Provider that actually processes a request may differ from request to request.
- The Company may offer enterprise settings such as the following.
- A list of permitted AI Providers
- Blocking of specific providers
- Processing within a specific country or region
- Prohibition or restriction of data retention
- Whether alternative models may be used
- Use of the user's own API keys
- Use of self-hosted models
- As a rule, the Company does not permit Customer Content to be used to train or improve general-purpose AI models. The following are exceptions.
- Where the user has expressly consented to such use
- Where processing occurs under the terms of an AI Provider that the user has selected or connected themselves
- Where otherwise agreed in an order form or separate agreement
- Where anonymized and aggregated statistics that cannot reasonably be linked to Customer Content are used
- An AI Provider may apply its own usage policies, content policies, rate limits, regional restrictions, and service discontinuation policies.
- A user must comply with the mandatory policies of the AI Providers that apply when using the service.
- In the event of an AI Provider outage, model discontinuation, policy change, or price change, the Company may use an alternative provider or model to a reasonable extent.
- Where a user connects their own API key, the user directly manages the contract, fees, and data processing conditions between themselves and that AI Provider.
Article 9. Notice Regarding Artificial Intelligence
- The service operates on the basis of generative artificial intelligence and other artificial intelligence technologies.
- Output may be generated in whole or in part by artificial intelligence.
- The Company may indicate that Output was generated by artificial intelligence through the service screen, API responses, metadata, documentation, or other reasonable means.
- A user must not improperly remove or alter AI-generation labels, watermarks, content provenance information, or other identifying information provided by the Company.
- Where a user integrates the service into their own product or service and offers it to end users, the user must take the following measures in accordance with the laws applicable to them.
- Notifying end users that artificial intelligence is used
- Applying the labels required for generative AI outputs
- Applying the labels required for images, audio, or video that are difficult to distinguish from reality
- Carrying out the assessments and safeguards required for high-impact or regulated AI
- Providing human review or an appeal procedure
- The technical labeling features provided by the Company do not by themselves automatically discharge all of a user's legal obligations.
Article 10. Accuracy of Input and Output
- AI Output may be inaccurate, incomplete, biased, out of date, or contrary to fact.
- The Company does not warrant that Output will always satisfy the following.
- Accuracy
- Completeness
- Currency
- Fitness for a particular purpose
- Compliance with law
- Non-infringement of third-party rights
- Distinctiveness from, or originality relative to, output provided to other users
- A user must independently review and verify Output before using it.
- Output does not substitute for the advice of a physician, lawyer, accountant, tax adviser, financial professional, or other qualified expert.
- A user must not use Output as the sole basis for a decision that affects a person's life, body, safety, fundamental rights, or material property interests.
- The Company's routing, evaluation scores, recommendations, and estimated cost savings are for reference only and do not guarantee any particular performance or saving.
Article 11. Rights in Customer Content
- A user retains the rights they hold in their Input and Customer Content.
- The Company is granted a worldwide, non-exclusive right to process Customer Content only to the extent necessary to provide the service. That right is limited to the following purposes.
- Processing requests and generating Output
- Forwarding requests to AI Providers
- Security, fraud, and abuse detection
- Error diagnosis and customer support
- Calculating usage and fees
- Complying with legal obligations
- Providing other features requested or consented to by the user
- A user warrants that they hold the lawful rights necessary to provide Customer Content to the Company and to have it processed.
- As between the parties, and to the extent permitted by applicable law, the user holds the rights in Output generated for them.
- To the extent the Company holds any rights in Output, the Company assigns those rights to the user. The following are excluded from that assignment.
- The service itself
- Routing technology and algorithms
- Model evaluation and analytics technology
- The Company's pre-existing materials and intellectual property
- Commonly used templates and components
- Statistical and analytical information not identifiably linked to Customer Content
- AI Output may be the same as or similar to results provided to other users. A user may not assert rights in another user's output merely because it is similar to the Output provided to them.
- Where a user provides suggestions, ideas, or feedback to the Company, the Company may use them to improve the service without separate consideration. The Company must not disclose the user's confidential information contained in such feedback.
Article 12. Personal Data and Data Processing
- The processing of personal data is governed by the Company's Privacy Policy.
- Where a user enters or transmits another person's personal data, the user warrants the following.
- That they have a lawful basis for the processing
- That they have completed the required notices and consents
- That they do not infringe the rights of the data subject
- That they transmit only the minimum information necessary for the purpose
- Where a Business User is the personal information controller and the Company processes personal data on that business's behalf, a separate data processing agreement may apply.
- Unless the relevant feature and security level are expressly supported, a user must not enter the following information.
- Resident registration numbers and national unique identifiers
- Full payment card numbers
- Medical records and highly sensitive information
- Raw biometric data
- State secrets or information whose export is prohibited by law
- Information requiring separate regulatory approval
- The Company may change the region in which Customer Content is transmitted or stored to the extent necessary for legal, security, or service operation reasons. Where data region is a core condition of the contract, it must be specified separately in an order form.
Article 13. Acceptable Use and Prohibited Conduct
A user must use the service only for lawful and safe purposes. The following conduct is prohibited.
- Violating law, a court order, or a disposition of a regulatory authority
- Infringing another person's copyright, trademark, patent, trade secret, personal data, right of publicity, or other rights
- Promoting unlawful discrimination, harassment, stalking, intimidation, or violence
- Generating, processing, or distributing child sexual abuse material or content that sexualizes minors
- Developing or distributing malware, ransomware, phishing, credential theft, or system intrusion
- Attacking another person's systems or exploiting vulnerabilities without authorization
- Generating spam, mass fraud, fake reviews, fake accounts, or deceptive content
- Impersonating another person or institution, or deceptively presenting AI-generated material as written by a real person
- Acting to unlawfully manipulate or deceive elections, financial markets, or public safety
- Materially assisting the development of weapons, explosives, biological or chemical hazards, or means of mass harm
- Conducting surveillance in violation of law using facial recognition, biometric information, or location information
- Automatically making significant decisions on employment, credit, insurance, housing, education, healthcare, legal matters, finance, or public services without appropriate human review
- Circumventing the service's rate limits, usage limits, security mechanisms, or content filters
- Sharing, selling, leasing, or reselling API keys or accounts without authorization
- Reverse engineering the service's source code, routing algorithms, or non-public technology, except to the extent permitted by mandatory law
- Sending abnormal volumes of requests for the purpose of model extraction, replicating the service, or building a competing system
- Placing an excessive load on the service or interfering with other users' normal use
- Manipulating or misrepresenting usage, cost, provenance, or model performance
- Violating an AI Provider's mandatory usage policies
- Violating the export control or economic sanctions laws of the Republic of Korea, the United States, or any other applicable jurisdiction
The Company may review relevant logs and account activity to a reasonable extent in order to investigate a possible violation.
Article 14. API and Developer Terms
- A user may integrate the API into their own product or internal systems in accordance with the permitted plan and the documentation.
- A user must apply reasonable safeguards so that end-user requests comply with these Terms and applicable law.
- A user must not expose API keys in client-side code, public repositories, or any location accessible to third parties.
- The Company may limit the number of requests, number of tokens, number of concurrent calls, and other usage for security, stability, or fair use.
- A user must not falsify or remove API responses, error codes, safety filters, or usage information.
- Even where a user provides the service to their own customers, the Company is not treated as having contracted directly with those end customers.
- A user bears the support, notice, consent, refund, and legal obligations owed to their own end customers.
Article 15. Fees and Usage Measurement
- Service fees may be calculated on the basis of one or more of the following.
- Input and output tokens
- Number of requests
- Volume of image, audio, or video generation
- Number of tool calls and searches
- Compute time
- Storage and data transfer volume
- Number of users or seats
- Plan base fees
- Routing or platform fees
- Specific fees and fee rates are shown at checkout, on the pricing page, or in an order form.
- Estimated fees shown before payment may differ from actual fees for the following reasons.
- Differences in how each AI Provider counts tokens
- A model's internal reasoning tokens
- Tool calls or retries
- Whether caching applies
- Input pre-processing and output post-processing
- Exchange rates and taxes
- Price changes by an AI Provider
- Absent manifest error, the Company's usage records are the basis for calculating fees.
- A user may be required to pay overage fees for usage exceeding the limits set by the Company.
- Where a pricing error is discovered, the Company may cancel or correct the charge. For services already provided, the Company charges an additional amount only to the extent permitted by applicable law.
Article 16. Credits
- Paid credits are a prepaid entitlement to use the service and are not currency, a deposit, a security, or an ownership interest.
- Credits may not be transferred, sold, or converted to cash without the Company's prior consent.
- Paid credits are valid for one year from the top-up date; unused credit expires once that year has passed. Credits are drawn down oldest top-up first, and the amount due to expire and its date are shown in the console. The Company discloses this period at checkout, before payment.
- Paid credits are non-refundable. See the Credit Refund Policy and Article 18 for details.
- Free, bonus, event, or promotional credits may be subject to the following conditions.
- A separate expiry period
- Restrictions on use with certain models or features
- No cash refund
- No transfer to another account
- Unless otherwise required by law, free or promotional credits may lapse on termination of an account.
- The Company may claw back credits obtained through fraudulent payment, refund abuse, creation of multiple accounts, or promotion abuse.
Article 17. Subscriptions, Auto-Renewal, and Payment
- Unless otherwise stated at checkout or in an order form, monthly or annual subscriptions renew automatically at the end of each billing cycle.
- The Company clearly discloses the following before payment.
- That the subscription renews automatically
- The charge amount or the method of calculating it
- The billing cycle
- Any free trial or discount period
- The price that applies after a trial or discount period ends
- How to cancel
- Any minimum term
- The Company obtains the user's express, affirmative consent to auto-renewal.
- A user may cancel a subscription online in the service's billing settings.
- The cancellation process is not designed to be unreasonably more difficult or slower than the sign-up process.
- On cancellation, the user may as a rule use the service until the end of the current billing period, and no further charges are made from the next billing cycle.
- Where required by applicable law, the Company provides separate reminders before an annual subscription renews, before a long free trial ends, or before a discount period ends.
- Where the Company increases the fee for an existing subscription, it will as a rule notify the user 30 days before the effective date and provide information on how to cancel.
- Where a payment fails, the Company may retry the payment for a reasonable period or restrict use of the service.
- A user must keep their payment method and billing information accurate.
Article 18. Withdrawal of Subscription, Cancellation, and Refunds
1. General principles
- Refunds are handled in accordance with the checkout screen, the order form, these Terms, and mandatory law.
- Unless otherwise required by law, services already properly used, credits already consumed, and usage fees already incurred are not refundable.
- Where the Company fails to provide the service due to causes attributable to it, the user may request a refund of the amount corresponding to the portion not provided.
2. Korean consumers
- A consumer to whom the Korean Act on Consumer Protection in Electronic Commerce applies may withdraw their subscription within 7 days from the later of the date they received the written contract terms or the date supply of the service began.
- Where supply of digital content or a service began immediately at the user's request or with their consent, the right of withdrawal may be restricted to the extent provided by applicable law.
- Where the right of withdrawal is restricted, the Company takes the following measures before payment.
- Notifying the user that the service is supplied immediately
- Notifying the user that the right of withdrawal may be restricted
- Obtaining the user's separate consent or confirmation
- Taking the measures required by law, such as providing a trial or a means of partial use
- Credits you have topped up are non-refundable. The Company discloses this and the validity period at checkout, before payment, and obtains your confirmation. Where mandatory law requires a refund, the Company follows that law; this paragraph does not exclude any right the law gives you as a consumer. See the Credit Refund Policy for details.
- Where the service is provided differently from its labeling, advertising, or the contract terms, the consumer may request withdrawal or termination within the period provided by applicable law.
- On receiving a valid request for withdrawal, the Company issues the refund within the period provided by law.
3. Business Users
- Fees paid by a Business User are non-refundable unless otherwise provided in an order form.
- However, where a material breach by the Company occurs and the Company fails to cure it within a reasonable cure period, the Business User may terminate the contract and request a refund of unused prepaid fees.
- Early termination of an enterprise contract with committed usage, a minimum purchase amount, or discount conditions is governed by the conditions set out in the order form.
Article 19. Taxes
- Unless the stated fees are expressly said to include tax, value added tax, sales tax, withholding tax, and other public charges may be imposed separately.
- A user bears the taxes imposed on them by law.
- Where a user is required to withhold tax, the user must pay such additional amounts as are necessary, to the extent permitted by law, so that the amount the Company actually receives is not reduced. This does not apply to consumer transactions or where it is not permitted under mandatory law.
- A Business User that is entitled to a tax exemption must provide valid supporting documentation to the Company.
Article 20. Changes, Interruption, and Availability of the Service
- The Company may change parts of the service in response to service improvements, security, legal compliance, changes to AI Providers, or technical needs.
- Unless a separate service level agreement has been entered into, the Company does not guarantee any particular uptime, latency, or throughput.
- The service may be temporarily interrupted for the following reasons.
- Scheduled or emergency maintenance
- Network, cloud, or data center failure
- AI Provider outage or restriction
- Security incident or attack
- Natural disaster, war, infectious disease, or government action
- Other causes not reasonably within the Company's control
- The Company endeavors to give reasonable advance notice of scheduled interruptions.
- Where a specific model or feature is discontinued, the Company will, so far as possible, provide an alternative or give advance notice.
- Where a core feature of the service is permanently discontinued, the Company may refund unused prepaid fees in accordance with applicable law and the contract.
Article 21. Restriction of Use and Account Suspension
- The Company may restrict all or part of the service or suspend an account for the following reasons.
- Violation of these Terms or applicable law
- Non-payment of fees
- Suspected security compromise or account takeover
- Material risk to the service or to other users
- Request by an AI Provider or a regulatory authority
- Abnormal or fraudulent use
- Possible sanctions designation or export control violation
- Repeated infringement of the rights of others
- Absent an urgent security risk, the Company endeavors to give advance notice of the reason for the restriction and how to cure it.
- Where there is an urgent risk, the Company may restrict use immediately without prior notice and give notice afterwards so far as possible.
- The Company determines the scope of a restriction taking into account the nature of the violation, whether it is repeated, the scale of harm, and the user's efforts to cure it.
- A user may appeal a restriction through support@celon.ai.
Article 22. Term and Termination
- These Terms apply from the time the user begins using the service.
- A free-account user may delete their account and terminate the contract at any time.
- A paid subscriber may cancel their subscription, and absent a separate ground for refund the contract ends at the end of the current billing period.
- Either party may terminate the contract where the other party materially breaches these Terms or an order form and fails to cure the breach within 30 days of receiving written notice.
- The Company may terminate the contract immediately, without a cure period, for the following reasons.
- Unlawful conduct
- Conduct creating material risk to the service or to third parties
- Repeated infringement of intellectual property rights
- Insolvency, bankruptcy, or liquidation
- Where provision of the service is prohibited under economic sanctions or export controls
- On termination, the following provisions remain in effect to the extent their nature requires survival.
- Unpaid fees
- Intellectual property
- Confidentiality
- Limitation of liability
- Disclaimers and indemnification
- Dispute resolution
- General provisions
Article 23. Data Return and Deletion
- Before the contract ends, a user must retain any data they need using the export features made available to them.
- The Company may provide Customer Content export features to the extent technically supported.
- Where a user requests deletion of an account or organization, the Company may as a rule apply a 14-day recovery grace period.
- Once the recovery grace period ends, Customer Content may be permanently deleted, other than information subject to a statutory retention obligation, and recovery may be impossible.
- Data stored in backup systems may remain, separated from the live service, for a limited period, and is deleted in accordance with the Company's ordinary backup rotation cycle.
- The Company may retain the following information as required by law or for legitimate business needs.
- Transaction and payment records
- Tax and accounting records
- Security and audit records
- Records necessary for disputes and the exercise of rights
- Other information whose retention is required by law
- Where a separate enterprise agreement or data processing agreement provides for a different deletion period, that agreement prevails.
Article 24. The Company's Intellectual Property
- Rights in the following, as they relate to the service, belong to the Company or its licensors.
- Software and source code
- The API and SDK
- User interface and design
- Routing algorithms
- Model evaluation and optimization technology
- Trademarks, logos, and brand
- Documentation, databases, and analytical materials
- The Company grants the user a limited, non-exclusive, non-transferable right of use, for the contract term, as necessary to use the service.
- Without the Company's prior written consent, a user may not do the following.
- Reproduce or adapt the service
- Sell any part of the service as a standalone product
- Use the Company's trademarks or logos in a manner likely to cause confusion
- Remove copyright, trademark, or proprietary rights notices
- Open source software and third-party components may be subject to their own separate licenses.
Article 25. Copyright Infringement Reports
- The Company respects the intellectual property rights of others.
- If you believe that content stored in or supplied through the service infringes your copyright, you may report it to support@celon.ai including the following information.
- The signature of the copyright owner or their agent
- A description of the work claimed to be infringed
- Information sufficient to locate the infringing content
- The reporter's name, address, telephone number, and email
- A good faith statement that the use is not authorized by the copyright owner or by law
- A statement that the report is accurate and that the reporter is the rights holder or a duly authorized agent
- The Company reviews valid reports and may take measures such as removing content, restricting access, or terminating the accounts of repeat infringers.
- A user who is the subject of a report may object through the same contact point if they believe their use is lawful, and the Company will review the objection in accordance with applicable law.
Article 26. Confidentiality
This Article applies to Business Users.
- "Confidential Information" means non-public information that one party provides to the other that is marked confidential or that would reasonably be understood as confidential given the nature of the information and the circumstances of disclosure.
- Confidential Information may include the following.
- Customer Content
- Business plans and financial information
- Technology, source code, and security information
- Pricing and order form terms
- Product roadmaps
- Non-public model and performance information
- The receiving party must use Confidential Information only for the purpose of performing the contract and must apply reasonable safeguards no less protective than those it applies to its own information of similar importance.
- The following is excluded from Confidential Information.
- Information that becomes public without breach by the receiving party
- Information lawfully known before disclosure
- Information lawfully received from a third party without a confidentiality obligation
- Information independently developed without use of the Confidential Information
- Where disclosure is required by law or court order, the party must, to the extent legally permitted, notify the other party in advance and minimize the scope of disclosure.
- Confidentiality obligations survive for 3 years after termination. Information constituting a trade secret is protected for as long as it retains its trade secret status.
Article 27. Warranties and Disclaimers
- The Company uses commercially reasonable efforts to ensure that paid enterprise services materially conform to the order form and the official documentation.
- Where there is a material non-conformity in the service, a Business User's primary remedies are as follows.
- Correction of the problem or re-performance of the service
- Where correction is not reasonably possible, a refund of unused prepaid fees for the affected portion
- To the maximum extent permitted by applicable law, the service is provided "as is" and "as available".
- The Company does not warrant the following.
- That the service will be uninterrupted or entirely error-free
- That every AI Provider or model will remain continuously available
- That Output will be accurate or will achieve any particular result
- That the service will satisfy every user's legal and regulatory requirements
- That Customer Content or Output will not be lost
- That the service will be compatible with all third-party systems
- Statutory warranties, claims for damages, and other mandatory rights available to consumers are not limited by this Article.
Article 28. Limitation of Liability
- This Article applies to the maximum extent permitted by applicable law.
- The Company is not liable for indirect, special, incidental, consequential, or punitive damages, or loss of anticipated profit, arising from the following.
- Loss of profits, revenue, or business opportunity
- Loss of data
- Business interruption
- Reputational harm
- Cost of procuring substitute services
- In relation to a Business User, the Company's total liability arising out of these Terms or the service, regardless of the cause, does not exceed the service fees that Business User actually paid to the Company during the 12 months immediately preceding the event giving rise to liability.
- The Company's total liability in relation to free services does not exceed USD 100 or the equivalent.
- The limitations in paragraphs 2 through 4 do not apply to the following.
- The Company's willful misconduct or gross negligence
- Fraud or intentional misrepresentation
- Liability for death or personal injury that cannot legally be limited
- Liability that cannot be limited or excluded under applicable law
- Liability under mandatory law applicable to consumers
- For Korean consumers, the Company compensates ordinary and direct damages arising from causes attributable to the Company in accordance with applicable law.
- The Company is not liable, beyond the scope of causes attributable to it, for damage arising because a user used Output without verifying it, ignored warnings in the service, or used the service in a prohibited manner.
Article 29. Indemnification by Business Users
- A Business User must indemnify the Company, its affiliates, officers and employees, and agents against claims, damages, fines, costs, and reasonable attorneys' fees brought by a third party arising from the following.
- Where the Business User's Customer Content infringes a third party's rights
- Where the Business User violates applicable law or these Terms
- Where the Business User's product or end users use the service unlawfully
- Where required personal data notices or consents were not obtained
- Where the Business User circumvented the security mechanisms of the Company or an AI Provider
- The Company will notify the Business User of the claim reasonably promptly and provide the cooperation necessary for the defense.
- A Business User may not enter into a settlement that includes an admission of liability by the Company, a non-monetary obligation, or a restriction of rights, without the Company's prior written consent.
- This Article does not apply to consumers.
Article 30. Export Controls and Economic Sanctions
- A user must comply with the export control and economic sanctions laws of the Republic of Korea, the United States, and any other applicable jurisdiction.
- A user represents that they are not any of the following.
- Located in a country or region with which dealings are prohibited
- Listed on a sanctions list
- Owned or controlled by a sanctioned party
- Using the service for an activity for which provision of the service is prohibited by law
- The Company may verify a user's identity, organization, payment, or location information in order to comply with the law.
- Where provision of the service is legally prohibited or creates material sanctions risk, the Company may restrict or terminate the service immediately.
Article 31. Governing Law, Jurisdiction, and Consumer Protection
- These Terms and the service are governed by the laws of the Republic of Korea, excluding its conflict of laws principles.
- Notwithstanding paragraph 1, where the user is a consumer, the consumer protection provisions of the law of the user's habitual residence that cannot be derogated from by contract apply. Where these Terms conflict with such mandatory provisions, those provisions prevail.
- The Company provides Korean consumers with the following information before payment.
- The Company's trade name, representative, address, and contact details
- The content and price of the service
- The payment method and timing
- When the service is provided
- Withdrawal and refund conditions
- Whether it auto-renews and how to cancel
- Key matters regarding the processing of personal data
- Korean consumers may apply for redress or dispute mediation to the Korea Consumer Agency, the Electronic Commerce Mediation Committee, or another dispute resolution body in accordance with applicable law.
- Litigation between a consumer and the Company may be brought in the court having jurisdiction under the Korean Civil Procedure Act and other applicable law. Where a consumer's address or residence is known, the Company does not impose an exclusive jurisdiction that is legally disadvantageous to the consumer.
- For disputes between the Company and a Business User, the Seoul Central District Court is the exclusive court of first instance by agreement, to the extent permitted by law.
- Before bringing an action, each party will endeavor to notify the other in writing of the dispute and to attempt in good faith to resolve it for 30 days. This does not restrict an application for urgent injunctive relief or for the preservation of rights.
Article 32. Force Majeure
Neither party is liable for delay or failure in performing its obligations due to the following causes beyond its reasonable control.
- Acts of God and natural disasters
- War, terrorism, riot, or civil unrest
- Infectious disease or a public health emergency
- Government orders, changes in law, or export restrictions
- Network, cloud, data center, or power failure
- Widespread cyber attack
- Unforeseeable service interruption of an AI Provider or a key supplier
- Labor disputes and transport disruption
This Article does not apply to payment obligations.
Article 33. Notices
- The Company may give notice to a user by the following means.
- The email registered to the account
- In-service notifications
- Announcements on the website
- The contact details stated in an order form
- Email notice is deemed received when properly sent. This does not apply where it bounces or where separate delivery is required by law.
- A user must keep their email and contact information up to date.
- Notices to the Company must be sent to support@celon.ai. Where written notice is required by law, the Company will provide a postal address on request.
Article 34. General Provisions
- Entire agreement — These Terms, together with any applicable order form and ancillary agreements, constitute the entire agreement between the parties regarding the service.
- Precedence of individual agreements — Matters individually agreed between the Company and a user prevail to the extent they conflict with these Terms.
- Severability — If any part of these Terms is held invalid or unenforceable, the remaining provisions remain in effect.
- No waiver — The Company's failure to exercise a right immediately does not by itself constitute a waiver of that right.
- Assignment — A user may not assign their contractual rights or obligations without the Company's prior written consent. The Company may assign this contract in connection with a merger, reorganization, transfer of assets, or transfer to an affiliate. Where there is material disadvantage to a consumer, notice is provided in accordance with applicable law.
- Independent parties — The parties are independent contracting parties, and these Terms do not create a joint venture, agency, employment, or franchise relationship.
- No third-party beneficiaries — These Terms do not confer rights on third parties except where expressly provided.
- Language — Where these Terms are provided in multiple languages, the Korean version is the authoritative original and other language versions are convenience translations. In the event of a discrepancy in interpretation, the Korean version prevails.
- Headings — Article headings are for convenience only and do not affect the interpretation of these Terms.
Article 35. Contact
Inquiries regarding use of the service, payment, refunds, account deletion, copyright, or these Terms may be submitted to support@celon.ai.
Celon Inc. · Representative director Junha Jang