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Terms of Service

Effective date: July 18, 2026

These Terms of Service (these "Terms") are a binding agreement between CelMind Corp., a Delaware corporation ("CelMind", "we", "us", or "our"), and the individual or entity accessing or using the Predict.ai websites, applications, APIs, SDKs, foundation models, marketplace, and related services (collectively, the "Services") ("you" or "Customer").

By creating an account, clicking "I agree", or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you have a separately negotiated agreement with CelMind, that agreement controls to the extent it conflicts with these Terms.

PLEASE READ SECTION 14 (DISPUTE RESOLUTION; ARBITRATION) CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION AND WAIVES JURY TRIALS AND CLASS ACTIONS.

1. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for: (a) all activity under your account and workspaces; (b) keeping credentials, API tokens, and keys confidential; and (c) the accuracy of information you provide. Notify us immediately at [email protected] of any unauthorized use. We are not liable for losses caused by unauthorized use of your account resulting from your failure to safeguard credentials.

2. The Services; Modifications

Subject to these Terms and your payment of applicable fees, CelMind grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription for your internal business purposes. The Services are evolving: we may modify, add, or discontinue features, provided we will not materially degrade the core functionality of a paid subscription during its term without notice. Beta, preview, or early-access features are provided "as is", may be changed or withdrawn at any time, and are excluded from any service commitments.

3. Customer Content & Data

3.1 Your ownership

You retain all rights, title, and interest in and to the datasets, signals, events, time series, and other content you upload or connect to the Services ("Customer Content"). You grant CelMind a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Customer Content solely as necessary to (a) provide, maintain, secure, and improve the Services for you; (b) comply with law; and (c) as otherwise directed by you (for example, publishing to the Signal Marketplace).

3.2 Your responsibilities

You represent and warrant that you have all rights, consents, and legal bases necessary to upload Customer Content and to have it processed as described in these Terms, and that Customer Content does not violate law or third-party rights. You are solely responsible for the accuracy, quality, and legality of Customer Content and the means by which you acquired it.

3.3 Data protection and residency

Our Privacy Policy describes how we handle personal data, and our Data Processing Addendum is incorporated into these Terms where we process personal data in Customer Content on your behalf. We operate the Services across multiple regions; each workspace is assigned a home region — explicitly selected by you or your organization, or otherwise determined automatically from your location (for example, your profile country or the geolocation of your request) — and Customer Content is stored at rest in that region. Workspaces assigned to our EU region have their Customer Content stored at rest within the European Union. Signals you publish to the Signal Marketplace may be accessed by subscribers from other regions.

3.4 Usage data and improvement

CelMind may collect and use telemetry, diagnostic, and usage data relating to the operation of the Services, and may use aggregated and de-identified operational data (which does not identify you or any individual) to improve the reliability and performance of the Services. We never use Customer Content to train shared models, foundation models, or models made available to other customers.

4. Signal Marketplace

The Services include a marketplace where customers may publish data signals ("Publisher") and subscribe to signals published by others ("Subscriber").

  • Publishers grant CelMind and Subscribers a license to access and use published signals as described in the applicable listing, and represent and warrant that they have all rights to publish the signal, that it contains no personal data unless expressly permitted and lawfully sourced, and that publication does not breach any confidentiality obligation or third-party right.
  • Subscribers may use subscribed signals only within the Services and per the listing terms, and may not resell, redistribute, or extract them outside the platform except as expressly permitted.
  • CelMind is an intermediary. We do not create, verify, or endorse marketplace signals and make no representation about their accuracy, completeness, legality, or fitness for any purpose. Any dispute regarding a marketplace signal is between the Publisher and Subscriber, and you release CelMind from claims arising out of marketplace transactions to the maximum extent permitted by law. We may remove any listing at any time.

5. Predictions Disclaimer

The Services generate forecasts, predictions, scenarios, and other model outputs ("Outputs") that are probabilistic and inherently uncertain. Outputs may be inaccurate, incomplete, or wrong, and past performance does not guarantee future results.

  • Outputs are provided for informational purposes only and do not constitute financial, investment, trading, legal, medical, tax, or other professional advice.
  • You are solely responsible for evaluating Outputs, including through human review, before relying on them, and for all decisions and actions taken based on Outputs.
  • You will not use the Services as the sole basis for decisions that produce legal or similarly significant effects on individuals (e.g., credit, employment, insurance, or housing decisions) except in compliance with applicable law, including applicable AI and automated-decision-making regulations.

6. Acceptable Use

You will not, and will not permit anyone to:

  • use the Services to violate law or third-party rights, or to process data you lack rights to process;
  • reverse engineer, decompile, or attempt to extract source code, models, or model weights from the Services, except to the extent such restriction is prohibited by law;
  • probe, scan, or test the vulnerability of the Services without our prior written consent, or interfere with or disrupt their integrity or performance;
  • circumvent usage limits, metering, or access controls, or share credentials across organizations;
  • use the Services to build a competing product, or benchmark the Services for publication without our prior written consent;
  • resell, sublicense, or provide the Services to third parties as a service bureau except as expressly permitted; or
  • upload malicious code or use the Services for high-risk activities where failure could lead to death, personal injury, or severe environmental damage (e.g., operation of life-support systems or weapons).

We may suspend access immediately if we reasonably believe your use violates this Section, threatens the security or integrity of the Services, or exposes CelMind or others to liability. Where practical, we will notify you and work with you to restore access.

7. Fees, Credits & Taxes

  • Fees are as described at the time of purchase or in an order form. Except as expressly stated, fees are non-refundable and usage-based charges (including training credits) are consumed when incurred.
  • We may change pricing with at least 30 days' notice; changes apply at your next renewal or, for usage-based fees, after the notice period.
  • Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law) and we may suspend the Services for non-payment after notice.
  • Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on our net income.

8. Intellectual Property

CelMind and its licensors own all rights, title, and interest in and to the Services, including our software, foundation models, model architectures, weights, documentation, and all improvements — no rights are granted except as expressly set out in these Terms. As between the parties, you own the Outputs generated from your Customer Content, subject to CelMind's ownership of the underlying models and Services and to third-party rights in any marketplace signals used. If you give us feedback, we may use it without restriction or obligation to you.

9. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Services ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality obligations, or as required by law with reasonable prior notice where lawful. Confidential Information does not include information that is or becomes public without breach, was known before disclosure, is independently developed, or is rightfully received from a third party.

10. Third-Party Services

The Services may interoperate with third-party products, data sources, and integrations that you choose to enable. Your use of those third-party services is governed by their terms, and CelMind is not responsible for third-party services or any loss arising from them.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, OUTPUTS, AND MARKETPLACE SIGNALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CELMIND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CELMIND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE.

12. 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, LOST REVENUE, LOST DATA, TRADING LOSSES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) CELMIND'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO CELMIND FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE PAID NOTHING.

These limitations do not apply to your payment obligations, your breach of Section 6 (Acceptable Use), either party's indemnification obligations, or liability that cannot be limited by law. The limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Each provision of this Section allocates risk between the parties and is an essential basis of the bargain.

13. Indemnification

You will defend, indemnify, and hold harmless CelMind and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content, including any claim that it infringes or misappropriates third-party rights or violates law; (b) signals you publish to the marketplace; (c) your use of the Services or Outputs in violation of these Terms or law; or (d) decisions or actions taken in reliance on Outputs. CelMind will defend you against third-party claims that the Services, as provided by CelMind and used per these Terms, infringe a U.S. patent, copyright, or trademark, and will indemnify you for resulting damages finally awarded — provided CelMind may, at its option, modify or replace the Services or terminate the affected Services and refund prepaid, unused fees. This states CelMind's entire liability for infringement claims.

14. Dispute Resolution; Binding Arbitration

Informal resolution first. Before filing a claim, each party agrees to notify the other (for CelMind, at [email protected]) and attempt in good faith to resolve the dispute within 60 days.

Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in Wilmington, Delaware, before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court for infringement or misuse of intellectual property or Confidential Information, and either party may bring qualifying claims in small-claims court.

Class action and jury trial waiver. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Each party waives the right to a trial by jury. If this class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods. Subject to Section 14, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Nothing in this Section deprives a consumer in the EEA or UK of mandatory protections of their country of residence.

16. Term, Suspension & Termination

These Terms apply from your first use of the Services and continue until terminated. Subscriptions renew automatically for successive periods unless cancelled before renewal. Either party may terminate for material breach if the breach is not cured within 30 days of notice. You may stop using the Services and close your account at any time. Upon termination: your access ceases; you remain liable for fees incurred; and, upon written request made within 30 days of termination, we will make Customer Content available for export for a reasonable period, after which we will delete it in accordance with the DPA and our retention schedules. Sections that by their nature should survive (including Sections 3.4, 5, 8, 9, 11–15, and 17) survive termination.

17. Export & Sanctions Compliance

You may not use the Services in violation of U.S. export control or sanctions laws, and you represent that you are not located in an embargoed country and are not on any U.S. government restricted-party list.

18. General

  • Changes to these Terms. We may update these Terms; for material changes we will give at least 30 days' notice by email or in-product notice. Continued use after the effective date constitutes acceptance. If you object, your remedy is to stop using the Services and cancel before the changes take effect.
  • Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • Notices. We may provide notices via the Services or the email on your account. Legal notices to CelMind must be sent to [email protected].
  • Publicity. We may identify you as a customer and use your name and logo in customer lists unless you opt out by emailing us.
  • Entire agreement; severability; waiver. These Terms, together with the Privacy Policy, DPA, and any order forms, are the entire agreement regarding the Services and supersede prior agreements on that subject. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect. Failure to enforce a provision is not a waiver.
  • No third-party beneficiaries; independent contractors. These Terms create no third-party rights, and the parties are independent contractors.

19. Contact

CelMind Corp.
A Delaware corporation
Email: [email protected]