Terms of Use

Effective Date: July 31, 2025

Thank you for using Celhive's products!

These terms of use apply to your use of Ai Dialogue, Generate images based on text, and celhive's other services for individuals, along with any associated software applications and websites (all together, "Services"). These Terms form an agreement between you and UR THE LADY INC, a New Zealand company, and they include our Service Terms and important provisions for resolving disputes through arbitration.

By using our Services, you agree to these Terms.

If you reside in the European Economic Area, Switzerland, or the UK, your use of the Services is governed by these terms.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.

Who We Are

celhive is an AI research and deployment company. Our mission is to ensure that artificial general intelligence benefits all of humanity.

For more information about celhive, please visit: https://www.celhive.com/about

Registration and Access

Minimum Age

  • You must be at least 13 years old or the minimum age required in your country to consent to use the Services
  • If you are under 18, you must have your parent or legal guardian's permission to use the Services

Registration Requirements

You must:

  • Provide accurate and complete information to register for an account
  • Not share your account credentials or make your account available to anyone else
  • Take responsibility for all activities that occur under your account
  • Have the authority to accept these Terms if creating an account on behalf of another person or entity

Using Our Services

What You Can Do

Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our:

  • Sharing & Publication Policy
  • Usage Policies
  • Any other documentation, guidelines, or policies we make available

What You Cannot Do

You may not use our Services for any illegal, harmful, or abusive activity.

Specifically Prohibited Activities:

Rights Violations

  • Use our Services in a way that infringes, misappropriates or violates anyone's rights

Unauthorized Distribution

  • Modify, copy, lease, sell or distribute any of our Services

Reverse Engineering

  • Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law)

Data Extraction

  • Automatically or programmatically extract data or Output

Misrepresentation

  • Represent that Output was human-generated when it was not

Service Interference

  • Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations

Competitive Use

  • Use Output to develop models that compete with celhive

Software

Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you're using the latest version. Our software may include open source software that is governed by its own licenses that we've made available to you.

Corporate Domains

If you create an account using an email address owned by an organization (for example, your employer):

  • That account may be added to the organization's business account with us
  • We will provide notice to you so that you can help facilitate the transfer
  • Once transferred, the organization's administrator will be able to:
    • Control your account
    • Access Content
    • Restrict or remove your access to the account

Third Party Services

  • Our services may include Third Party Services and some parts may include Third Party Output
  • Third Party Services and Third Party Output are subject to their own terms
  • We are not responsible for them

Feedback

We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your Content

  • Input: You may provide input to the Services
  • Output: You receive output from the Services based on the Input
  • Content: Input and Output are collectively "Content"

Your Responsibilities:

  • You are responsible for Content
  • Ensure it does not violate any applicable law or these Terms
  • You represent and warrant that you have all rights, licenses, and permissions needed to provide Input

Ownership of Content

As between you and SA YING, and to the extent permitted by applicable law:

  • You retain ownership rights in Input
  • You own the Output - We assign to you all our right, title, and interest in and to Output

Similarity of Content

Important: Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users' output or any Third Party Output.

Our Use of Content

We may use Content to:

  • Provide, maintain, develop, and improve our Services
  • Comply with applicable law
  • Enforce our terms and policies
  • Keep our Services safe

Opt Out

If you do not want us to use your Content to train our models, you can opt out by following the instructions in our Help Center article.

Note: In some cases this may limit the ability of our Services to better address your specific use case.

Accuracy

Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial.

Important Understanding:

When you use our Services you understand and agree:

Output may not always be accurate

  • You should not rely on Output as a sole source of truth or factual information, or as a substitute for professional advice
  • You must evaluate Output for accuracy and appropriateness for your use case
  • Use human review as appropriate before using or sharing Output

Restrictions on Personal Impact

  • You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions

Service Limitations

  • Our Services may provide incomplete, incorrect, or offensive Output that does not represent celhive's views
  • If Output references any third party products or services, it doesn't mean the third party endorses or is affiliated with celhive

Our IP Rights

We and our affiliates own all rights, title, and interest in and to the Services. You may only use our name and logo in accordance with our Brand Guidelines.

Paid Accounts

Billing

If you purchase any Services, you will:

  • Provide complete and accurate billing information, including a valid payment method
  • Be automatically charged on each agreed-upon periodic renewal until you cancel
  • Be responsible for all applicable taxes
  • Have your account downgraded or suspended if payment cannot be completed

Service Credits

  • You can pay for some Services in advance by purchasing service credits
  • All service credits are subject to our Service Credit Terms

Cancellation

  • You can cancel your paid subscription at any time
  • Payments are non-refundable, except where required by law
  • These Terms do not override any mandatory local laws regarding your cancellation rights

Changes

  • We may change our prices from time to time
  • If we increase subscription prices, we will give you at least 30 days' notice
  • Price increases take effect on your next renewal so you can cancel if you disagree

Termination and Suspension

Termination Rights

You are free to stop using our Services at any time.

We reserve the right to suspend or terminate your access if we determine:

  • You breached these Terms or our Usage Policies
  • ⚖️ We must do so to comply with the law
  • Your use could cause risk or harm to celhive, our users, or anyone else
  • 💤 Your account has been inactive for over a year and you do not have a paid account

If we terminate your account, we will provide you with advance notice.

Appeals

If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team.

Discontinuation of Services

We may decide to discontinue our Services, but if we do, we will give you advance notice and a refund for any prepaid, unused Services.

Disclaimer of Warranties

IMPORTANT LEGAL NOTICE:

OUR SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO:

  • WARRANTIES OF MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • SATISFACTORY QUALITY
  • NON-INFRINGEMENT
  • QUIET ENJOYMENT
  • ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR:

  • Indirect, incidental, special, consequential, or exemplary damages
  • Damages for loss of profits, goodwill, use, or data or other losses
  • Even if we have been advised of the possibility of such damages

OUR AGGREGATE LIABILITY under these Terms will not exceed the greater of:

  • The amount you paid for the Service that gave rise to the claim during the 12 months before the liability arose, OR
  • One hundred dollars ($100)

Regional Variations

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

celhive'S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS are intended third party beneficiaries of this section.

Indemnity

If you are a business or organization, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys' fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.

Dispute Resolution

MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS

Mandatory Arbitration

You and celhive agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a "Dispute"), through final and binding arbitration.

Opt-Out Option

You may opt out of arbitration within:

  • 30 days of account creation, OR
  • 30 days after any updates to these arbitration terms take effect

Opt out by filling out this form.

Informal Dispute Resolution

Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally:

  1. You agree to send us notice through this form
  2. We will send you notice to the email address associated with your account
  3. If we cannot resolve a Dispute within 60 days, either of us has the right to initiate arbitration
  4. We both agree to attend an individual settlement conference if either party requests one
  5. Any statute of limitations will be tolled during this informal resolution process

Arbitration Forum

If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation ("NAM") under its:

  • Comprehensive Dispute Resolution Rules and Procedures
  • Supplemental Rules for Mass Arbitration Filings, as applicable

celhive will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Arbitration Procedures

  • Conducted by videoconference if possible
  • If in-person hearing needed: mutually agreed upon location, in your county of residence, or as determined by arbitrator
  • Conducted by a sole arbitrator (retired judge or California-licensed attorney)
  • Arbitrator has exclusive authority to resolve Disputes
  • Settlement offer amounts not disclosed until after final award determination
  • State or federal courts of San Francisco, California have authority over enforceability, validity of class action waiver, or requests for public injunctive relief

Exceptions

This section does not require informal dispute resolution or arbitration of:

  1. Individual claims brought in small claims court
  2. Injunctive or equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement

Class and Jury Trial Waivers

You and celhive agree:

  • Disputes must be brought on an individual basis only
  • No class, consolidated, or representative proceedings
  • Class arbitrations, class actions, and representative actions are PROHIBITED
  • Only individual relief is available
  • ⚖️ Parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration
  • You and celhive waive any right to trial by jury

Batch Arbitration

If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other:

  • NAM will administer them in batches of up to 50 claimants each
  • Each Batch administered as single consolidated arbitration
  • One arbitrator, one set of fees, one hearing per Batch

Severability

If any part of these arbitration terms is found to be illegal or unenforceable:

  • The remainder will remain in effect
  • Exception: If finding would allow class arbitration/action, this entire dispute resolution section becomes unenforceable

Copyright Complaints

If you believe that your intellectual property rights have been infringed:

Contact Information:

UR THE LADY INC
4000 PRESIDENTIAL BLVD
APT 417
PHILADELPHIA, 19131, US
Attn: General Counsel / Copyright Agent

Or fill out this form

Required Information for Copyright Claims:

Written claims must include:

  1. Physical or electronic signature of the person authorized to act on behalf of the copyright owner
  2. Description of the copyrighted work that you claim has been infringed
  3. Description of where the allegedly infringing material is located on our site
  4. Your contact information (address, telephone number, and email address)
  5. Good-faith belief statement that the disputed use is not authorized
  6. Accuracy statement under penalty of perjury that you are the copyright owner or authorized to act on their behalf

Note: We may delete or disable content that violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.

General Terms

Assignment

  • You may not assign or transfer any rights or obligations under these Terms
  • We may assign our rights or obligations to any affiliate, subsidiary, or successor in interest

Changes to These Terms or Our Services

We are continuously working to develop and improve our Services. We may update these Terms or our Services for reasons including:

  • Changes to the law or regulatory requirements
  • Security or safety reasons
  • Circumstances beyond our reasonable control
  • Changes made in the usual course of developing our Services
  • To adapt to new technologies

Change Notification:

  • Material changes that adversely affect you: 30 days' advance notice via email or in-product notification
  • All other changes: Effective immediately upon posting on our website

If you do not agree to the changes, you must stop using our Services.

Delay in Enforcing These Terms

  • Our failure to enforce any provision is not a waiver of our right to do so later
  • If any portion is deemed invalid or unenforceable, that portion will be enforced to the maximum extent permissible

Trade Controls

  • You must comply with all applicable trade laws, including sanctions and export control laws
  • Our Services may not be used in or for the benefit of, or exported or re-exported to:
    • Any embargoed country or territory in New Zealand
    • Any individual or entity with whom dealings are prohibited under applicable trade laws
  • Your input may not include materials requiring government licenses for release or export

Entire Agreement

These Terms contain the entire agreement between you and celhive regarding the Services and, other than any Service-specific terms, supersede all prior or contemporaneous agreements.

Governing Law

  • These Terms will be governed by and construed in accordance with the laws of New Zealand
  • All claims arising out of or relating to these Terms will be brought exclusively in the courts of Auckland, New Zealand
  • This applies except as provided in the dispute resolution section above

Last Updated: July 31, 2025 Company: UR THE LADY INC, United States.