A clear, fair contract between you and Celerio.

1. The Services

Celerio is an AI orchestration platform. It connects to large language models, your repositories, your data, and your tools, and lets you bundle agents, workflows, cron jobs, webhooks, and a custom UI into reusable Extensions. The Services include local components you install on your machine (Celerio Desktop and the Celerio CLI), cloud components we operate, and components you can self-host inside your tenant.

Some features are clearly labeled as Beta, Preview, or Experimental. They may be incomplete, may change without notice, and are provided "as is". Service-level commitments do not apply to Beta features unless we say so in writing.

2. Eligibility and accounts

• You must be at least 18 years old and able to enter into a binding contract.
• You are responsible for the accuracy of the information you provide and for keeping your credentials confidential.
• You are responsible for all activity under your account, including the actions of users you invite.
• Notify us immediately at the contact below if you suspect unauthorized access. We will reasonably help you investigate.

3. Plans, fees, and taxes

• Free plans, trials, and prepaid credits are governed by the limits described in the product. We may change them with reasonable notice.
• Paid plans renew automatically for the same period at the then-current price unless you cancel before the renewal date.
• Fees are exclusive of taxes. You are responsible for VAT, GST, sales tax, withholding, and equivalent taxes, except for taxes on our income.
• If your usage exceeds the quotas of your plan, the overage is billed at the rates published in the product or your Order Form.
• Refunds are not provided for partial billing periods, except where required by law or expressly granted in writing.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

4. Customer Content and your license to us

You retain all rights, title, and interest in the prompts, code, files, datasets, configurations, and outputs you submit to or generate with the Services ("Customer Content"). We claim no ownership over Customer Content.

You grant Celerio a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Content solely to the extent necessary to provide, secure, and support the Services for you. We do not use Customer Content to train any shared or public model.

You are solely responsible for the legality of Customer Content, for having all necessary rights and consents over the data sources you connect, and for ensuring that your use of the Services complies with the laws and contracts that bind you.

5. Acceptable use

You agree not to, and not to permit anyone to, use the Services to:

• Violate any law, regulation, or third-party right, including intellectual-property and privacy rights.
• Infringe, misappropriate, or disclose trade secrets or confidential information you do not have the right to share.
• Generate, distribute, or facilitate content that is unlawful, defamatory, harassing, hateful, sexually explicit involving minors, or that promotes violence or self-harm.
• Generate or distribute malware, ransomware, exploit code targeting third parties, phishing kits, or other code intended to damage or gain unauthorized access to systems.
• Probe, scan, or test the vulnerability of the Services or any system, or breach security or authentication, except with our prior written consent (e.g., authorized penetration tests).
• Use the Services to make automated decisions producing legal or similarly significant effects on individuals without the safeguards required by applicable law (including GDPR Art. 22).
• Use the Services in connection with weapons of mass destruction, lethal autonomous systems, or critical infrastructure where failure could cause physical harm, unless we have approved that use case in writing.
• Submit personal data of categories that require special safeguards (e.g., health data subject to HIPAA, payment card data subject to PCI DSS, government classified information) without a signed addendum that contemplates that data.
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except where applicable law expressly permits this.
• Resell or sublicense the Services, except as expressly permitted under a partner agreement.
• Use the Services to train a competing AI orchestration product, scrape benchmarks, or extract underlying model weights.

6. AI outputs — accuracy, ownership, and your responsibility

Celerio orchestrates third-party LLMs and any models you bring under your own credentials. AI outputs may be inaccurate, incomplete, biased, or offensive, and may include content that is similar to content produced by other users or to publicly available content.

As between you and Celerio, and to the extent permitted by law, you own the outputs generated for you through the Services, subject to (a) the terms of the underlying model providers, (b) third-party rights in any input you provide, and (c) your acceptable-use obligations under these Terms.

You are responsible for evaluating outputs before relying on them, particularly for decisions that affect health, finance, employment, legal status, safety, or other consequential matters. Outputs are not professional advice.

7. Third-party model and service providers

When you configure Celerio to call third-party services (for example, Anthropic, OpenAI, Google AI/Vertex AI, GitHub, your cloud, your CRM), the use of those services is governed by their own terms. We are not responsible for the availability, accuracy, or behavior of third-party services. Where the third-party service is required to deliver a Celerio feature, we identify it in the documentation and in the Subprocessors list.

8. Our intellectual property

The Services, the underlying software, the Celerio brand, the documentation, and the templates we publish are owned by Porter Metrics or its licensors and are protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.

Open-source components included in the Services are licensed under their respective licenses, which are listed in the documentation and in the source repositories.

Feedback you choose to share with us is non-confidential, and you grant us a perpetual, irrevocable, royalty-free license to use it without restriction. You are not obligated to provide feedback.

9. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to exercise rights and perform obligations under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information, and not less than reasonable care, and (c) limit access to personnel and contractors with a need to know who are bound by similar confidentiality duties. Confidentiality obligations survive termination for three years; trade secrets remain protected for as long as the law protects them.

10. Privacy and security

Our processing of personal data is described in the Privacy Policy at https://celerio.ai/privacy. For customers processing personal data subject to GDPR, UK GDPR, or equivalent regimes, our Data Processing Addendum (DPA) — incorporating the EU Standard Contractual Clauses and the UK Addendum — is available on request and forms part of these Terms when executed.

Our security program is aligned with ISO/IEC 27001:2022 and the SOC 2 Trust Services Criteria. The current Trust Center, including subprocessor list, certifications, and penetration-test summaries, is available on request and updated as the program evolves.

11. Service levels and support

Standard support is provided through documentation, community channels, and email. Paid plans include response-time targets stated in the product. Enterprise plans may include a written Service Level Agreement with availability commitments and service credits, which controls over this section for the Services it covers.

12. Suspension

We may suspend your access to all or part of the Services if (a) we have a reasonable belief that your use threatens the security, integrity, or availability of the Services or other customers, (b) you are materially in breach of these Terms or the acceptable-use rules, or (c) the law requires it. We will give you notice and an opportunity to cure where lawful and practicable.

13. Term and termination

• These Terms apply for as long as you use the Services or have an active subscription.
• You may terminate at any time by closing your account; paid plans end at the close of the then-current billing period.
• We may terminate for material breach uncured for 30 days after written notice, for non-payment uncured for 15 days, or immediately for serious violations of acceptable use.
• On termination, your right to use the Services ends. We will, on request made within 30 days of termination, make Customer Content available for export in a commonly used format. After that period, we delete Customer Content within the timelines stated in the Privacy Policy.
• Sections that by their nature should survive termination — including IP, confidentiality, fees accrued, indemnification, warranty disclaimers, limitation of liability, and dispute resolution — survive.

14. Warranty disclaimer

Except as expressly stated in these Terms or in a written Enterprise Agreement, the Services and all outputs are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy of AI outputs, or uninterrupted operation. We do not warrant that the Services will be error-free or that AI outputs will meet your expectations.

15. Indemnification

16. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, or business interruption, even if advised of the possibility. Each party's total aggregate liability for any claims arising out of or related to these Terms or the Services is limited to the fees you paid us for the Services in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, indemnification obligations, infringement of the other party's IP, or any liability that cannot be excluded under applicable law.

17. Compliance with laws and export controls

Each party will comply with the laws applicable to its performance under these Terms. The Services may be subject to U.S., EU, and other export-control and sanctions laws. You represent that you are not located in, ordinarily resident in, or organized under the laws of a country or region subject to comprehensive sanctions, that you are not on any restricted-party list, and that you will not use the Services to support activities prohibited by export-control or anti-corruption laws.

18. Modifications

We may update these Terms when we add features, change pricing, or refine the contract. When changes are material, we notify you by email and in-product banner at least 30 days before they take effect, and we publish the updated version with a new effective date. If you do not accept a material change, your sole remedy is to stop using the Services and terminate your subscription before the change takes effect.

19. Governing law and disputes

These Terms are governed by the laws of the Republic of Colombia, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute through good-faith negotiation for at least 30 days. If unresolved, the dispute will be submitted to the Centro de Arbitraje y Conciliación de la Cámara de Comercio de Bogotá and finally settled by arbitration under that center's rules, by a single arbitrator, in Bogotá, in Spanish or English at the parties' joint election. Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect its IP or confidential information.

If you are an enterprise customer headquartered in the EU, the UK, or the United States and have signed a separate agreement with Porter Metrics, the governing law and dispute-resolution clause in that agreement controls.

20. Miscellaneous

• Force majeure: neither party is liable for failures caused by events beyond reasonable control, including natural disasters, war, civil unrest, internet outages, and government actions.
• Assignment: you may not assign these Terms without our written consent, except to a successor of all or substantially all your business; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Entire agreement: these Terms, the Privacy Policy, the DPA, and any Order Form or Enterprise Agreement form the entire agreement and supersede prior agreements on the same subject.
• Severability: if any provision is held unenforceable, the remainder remains in effect, and the unenforceable provision will be modified to the minimum extent necessary.
• No waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• Notices: legal notices to Celerio must be sent to the contact below; notices to you may be sent to the email associated with your account.
• Independent contractors: nothing in these Terms creates a partnership, agency, joint venture, or employment relationship.

21. Contact

Questions about these Terms or requests for the DPA, Trust Center, or other legal documentation: mateo@portermetrics.com.