Terms of Service

**Effective Date: August 28, 2025**
**Last Updated: August 28, 2025**

These Terms of Service (“Terms”) govern access to and use of websites, software, APIs, AI infrastructure, AI token services, AI agent services, Hubwave.ai services, and other products and services provided by CelerWave Inc. (“CelerWave,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to these Terms.

1. Services

CelerWave provides technology and services that may include:

● unified access to artificial intelligence models;
● AI API gateway and routing services;
● AI inference and token-based services;
● AI agents and automated workflows;
● AI-powered business and marketing services;
● software, infrastructure, integrations, and related professional services.

Specific features, models, pricing, limits, and availability may vary by product, account, service plan, geography, and applicable agreement.

2. Accounts

You must provide accurate information when creating an account and keep your account information current.

You are responsible for maintaining the confidentiality and security of passwords, API keys, access tokens, and other credentials associated with your account.

You are responsible for activity conducted through your account unless caused by a breach of CelerWave systems.

You must promptly notify CelerWave if you believe your account or credentials have been compromised.

3. AI Models and Third-Party Services

CelerWave may provide access to AI models, software, infrastructure, or services developed or operated by third parties.

CelerWave does not represent that it owns third-party AI models merely because those models are accessible through the Services.

Access to specific models may depend on provider availability, provider terms, geography, capacity, regulatory requirements, technical conditions, and CelerWave service configurations.

CelerWave may add, remove, substitute, limit, suspend, or modify access to models or providers when reasonably necessary.

Third-party services may also be subject to additional terms imposed by their providers.

4. AI Outputs

Artificial intelligence systems may generate inaccurate, incomplete, misleading, offensive, outdated, or otherwise unreliable results.

You are responsible for evaluating AI-generated output before relying on or using it.

AI output should not be treated as professional legal, medical, financial, engineering, safety, or other regulated advice unless independently reviewed by an appropriately qualified professional.

CelerWave does not guarantee the accuracy, completeness, uniqueness, reliability, or suitability of AI-generated output.

5. Customer Content

As between you and CelerWave, you retain your rights in content you submit to the Services

You grant CelerWave the rights reasonably necessary to host, transmit, process, reproduce, and otherwise handle your content for the purpose of providing, securing, supporting, and improving the Services in accordance with applicable agreements and law.

You represent that you have all rights and permissions necessary to submit your content and instruct CelerWave to process it.

6. Acceptable Use

You must comply with the CelerWave Acceptable Use Policy.

You may not use the Services for unlawful, fraudulent, abusive, harmful, sanctioned, prohibited, or unauthorized purposes.

CelerWave may investigate suspected violations and may restrict or suspend access when reasonably necessary to protect the Services, other customers, third parties, or CelerWave.

7. Export Controls and Sanctions

You must comply with applicable United States and international export-control, sanctions, and trade laws and regulations.

You may not use, export, re-export, transfer, provide, or make available the Services in violation of applicable laws or restrictions.

You represent that you are not prohibited from receiving the Services under applicable sanctions or export-control laws.

CelerWave may restrict access based on geography, customer identity, end user, end use, model, computing resource, or other compliance considerations.

CelerWave may request information reasonably necessary to conduct compliance reviews, including information regarding customers, beneficial ownership, end users, locations, and intended uses.

8. Fees and Billing

Paid Services are subject to the pricing, billing terms, service plans, order forms, or other commercial terms applicable to your account.

Usage-based Services may be billed according to tokens, requests, compute usage, agents, subscriptions, or other usage metrics.

You are responsible for charges generated through authorized use of your account and credentials.

Unless otherwise required by law or agreed in writing, fees paid are non-refundable.

CelerWave may change pricing upon reasonable notice, subject to applicable contractual commitments.

9. Service Availability

CelerWave seeks to provide reliable Services but does not guarantee uninterrupted or error-free operation unless expressly stated in a separate service-level agreement.

Our use of customer content for model training or product improvement, if any, will be governed by the applicable service agreement, product configuration, and legal requirements.

Services may be affected by maintenance, infrastructure failures, third-party provider outages, model availability, network conditions, security events, regulatory requirements, or circumstances outside CelerWave’s reasonable control.

10. Intellectual Property

CelerWave and its licensors retain all rights in the Services, software, APIs, documentation, interfaces, trademarks, technology, and other materials provided by CelerWave, except for customer content and third-party materials.

These Terms do not transfer ownership of CelerWave intellectual property to you.

11. Suspension and Termination

CelerWave may suspend or terminate access when reasonably necessary because of:

● nonpayment
● fraud or suspected fraud;
● security threats;
● abuse of the Services;
● legal or regulatory requirements;
● sanctions or export-control concerns; or

● activity that creates material risk to CelerWave, its infrastructure, providers, customers, or third parties.

You may stop using the Services at any time, subject to applicable contractual and payment obligations.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

CELERWAVE DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, EXCEPT WHERE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELERWAVE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL ARISING FROM OR RELATED TO THE SERVICES.

CELERWAVE’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO CELERWAVE FOR THE APPLICABLE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, UNLESS APPLICABLE LAW OR A SEPARATE WRITTEN AGREEMENT REQUIRES OTHERWISE.

14. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless CelerWave and its affiliates, officers, directors, employees, and agents from claims, damages, losses, and expenses arising from your unlawful use of the Services, violation of these Terms, violation of third-party rights, or content submitted through your account.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles, unless a separate written agreement specifies otherwise.

The appropriate state and federal courts located in California will have jurisdiction over disputes arising from these Terms, subject to any dispute-resolution provisions contained in an applicable written agreement.

16. Changes

CelerWave may update these Terms periodically.

Material changes will become effective after reasonable notice when required by applicable law.

Continued use of the Services after updated Terms become effective constitutes acceptance of those Terms to the extent permitted by law.

17. Contact

Questions regarding these Terms may be directed to:

CelerWave Inc.
Palo Alto, California, USA
Email: service@celerwave.com
Phone: (800) 323-0501
Scroll to Top