1. Acceptance
These Terms of Service (“Terms”) form a binding agreement between you and Celestix Robotics (“Celestix Robotics,” “we,” “our”) governing your access to and use of (a) the robotics.celestix.ai website, (b) the dashboards and consoles we provide (SafetyVision, AssetIQ, Sentinel, StockFlight, Fleet Ops Console), and (c) any related drones, docks, firmware, and APIs (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
2. Eligibility
You must be at least 18 years old and capable of forming a legally binding contract. The Services are intended for industrial and enterprise customers, not consumers, and not for use in safety-of-life applications without a separate written agreement.
3. Accounts
You are responsible for maintaining the confidentiality of credentials issued to you and for all activity under your account. Notify us promptly of any unauthorized use at contact@celestix.ai. We may suspend access where we reasonably suspect compromise or breach of these Terms.
4. License & access
Subject to these Terms and your timely payment of fees, Celestix Robotics grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the subscription term.
You may not (and may not permit any third party to): (i) copy, modify, or create derivative works of the Services; (ii) reverse-engineer, decompile, or attempt to discover any source code or trade secrets except to the extent permitted by law; (iii) rent, lease, sublicense, or provide the Services as a service bureau; (iv) circumvent or interfere with any usage limits or security features.
5. Orders, fees, and taxes
Fees, billing periods, and any usage caps are set out in an order form, statement of work, or online checkout (“Order”). Unless otherwise stated, fees are quoted in U.S. dollars and are non-refundable. You are responsible for all applicable taxes (other than taxes on Celestix Robotics’ net income). Late amounts accrue interest at the lesser of 1.5%/month or the maximum rate permitted by law.
6. Acceptable use
You will not, and will not allow any user to, use the Services to:
- Violate any applicable law, regulation, or third-party right (including FAA Part 107 and any local privacy or surveillance law).
- Engage in unauthorized surveillance, harassment, or stalking of individuals.
- Operate drones outside of an indoor area authorized by the Order, or in any manner that endangers people, property, or aircraft.
- Attempt to gain unauthorized access to any account, system, or data.
- Upload malware, viruses, or any content that is unlawful, infringing, defamatory, or obscene.
- Use the Services in connection with weapons systems or military targeting without a separate written agreement.
- Benchmark or publish performance data of the Services without our prior written consent.
7. Customer data
“Customer Data” means data and content that you or your users submit to or generate through the Services, including drone imagery, AI detections, incident records, and audit logs. As between the parties, you retain all right, title, and interest in Customer Data. You grant Celestix Robotics a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely as needed to provide and improve the Services in accordance with our Privacy Policy and any Data Processing Addendum signed between the parties.
You represent that you have all rights, consents, and notices necessary to collect Customer Data and to grant the foregoing license, including with respect to any individuals whose images or biometric features may be captured.
8. Intellectual property
Celestix Robotics and its licensors own all right, title, and interest in and to the Services, including all software, hardware designs, models, documentation, and trademarks (the “Celestix Robotics IP”). No license is granted to you except as expressly stated in these Terms. Feedback you provide is non-confidential and Celestix Robotics may use it without restriction.
9. Third-party services
The Services may interoperate with third-party services (e.g. WMS, CMMS, identity providers). Your use of those services is subject to the third party’s terms; Celestix Robotics is not responsible for any third-party act or omission.
10. Export & sanctions
You will comply with all applicable U.S. and foreign export-control and sanctions laws. You will not export, re-export, or transfer the Services to any person or country subject to U.S. sanctions, or for any prohibited end-use.
11. Term & termination
The Term begins on the effective date of your Order and continues for the period stated there. Either party may terminate for the other party’s material breach not cured within 30 days of written notice. Upon termination: (a) your right to access the Services ends; (b) Celestix Robotics will make Customer Data available for export for at least 30 days, after which we may delete it; (c) any fees accrued before termination remain due. Sections intended to survive (including 7–14) will survive.
12. Warranties & disclaimers
Celestix Robotics warrants that the Services will perform materially as described in the documentation. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND CELESTIX ROBOTICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CELESTIX ROBOTICS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO CELESTIX ROBOTICS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14. Indemnification
You will defend, indemnify, and hold harmless Celestix Robotics and its affiliates from third-party claims arising out of (i) your use of the Services in breach of these Terms; (ii) Customer Data, including any claim that it violates a third party’s rights or applicable law; or (iii) your operation of drones in violation of law. Celestix Robotics will defend you against any third-party claim that the Services, used as authorized, infringe a U.S. patent, copyright, or trade secret, and pay damages finally awarded by a court (or settlement we approve), subject to standard cooperation, notice, and control conditions.
15. Disputes & governing law
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute will be brought exclusively in the state or federal courts located in Tarrant County, Texas, and the parties consent to the jurisdiction of those courts. The UN Convention on Contracts for the International Sale of Goods does not apply.
16. Changes to these terms
We may update these Terms from time to time. We will post the updated Terms with a new “Last updated” date and, for material changes, give reasonable advance notice. Your continued use of the Services after the effective date constitutes acceptance.
17. Miscellaneous
These Terms (together with any Order and the Privacy Policy) are the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices to Celestix Robotics must be sent to contact@celestix.ai.
18. Contact
Celestix Robotics
Northlake, TX, USA
contact@celestix.ai