Terms of Service

1. About these Terms

These Terms of Service ("Terms") are a binding agreement between Celeris Realtime Systems Inc., a corporation incorporated under the laws of Ontario, Canada ("Celeris", "we", "us" or "our"), and the person or organization that creates a Celeris account or uses the Service ("you" or "Customer").

By creating an account, completing a purchase or using the Service, you agree to these Terms. If you accept these Terms on behalf of an organization, you confirm that you have authority to bind that organization, and "you" refers to that organization.

The Service is built for businesses and developers. You must be at least 18 years old, or the age of majority where you live if that is higher, to use it.

2. Definitions

• Service means the Celeris realtime messaging platform, including the realtime network, APIs, dashboard, documentation and websites at useceleris.com and its subdomains.
• Account means your Celeris account, including any sub-users you create under it.
• Customer Content means data that you or your End Users send through the Service, including message payloads, channel and segment names and presence labels.
• End Users means the people, devices and systems that connect to the Service through your applications.
• Plan means the subscription tier and billing interval you select, as described on our pricing page.
• Policies means our Acceptable Use Policy, Privacy Policy, Data Processing Addendum, Service Level Agreement and Refund Policy. Each Policy forms part of these Terms.

3. The Service

3.1 Public beta. The Service is in public beta. Features, limits and interfaces may change as we develop it. Features labelled "beta" or "preview" are provided as-is and are excluded from the Service Level Agreement. Features labelled "coming soon" are not part of the Service until we release them.

3.2 Changes to the Service. We may add, change or remove features. If we materially reduce the core functionality of a paid Plan you have already paid for, we will give you at least 30 days' notice. You may then cancel, and we will refund the prepaid base fees for the unused part of your billing interval.

3.3 Messages are transient. The Service delivers messages in realtime; it is not a storage system. Message payloads are held only briefly, in memory and in internal logs for a few minutes, so that we can route them and replay recent messages to reconnecting clients. They are not stored durably. You are responsible for keeping your own copy of any data you need.

4. Your account

You must give accurate account information and keep it up to date. You are responsible for:

• keeping your credentials secure, including passwords, API keys, client secrets, signing secrets and sub-user credentials;
• all activity under your Account, including activity by your sub-users and End Users; and
• telling us promptly at support@useceleris.com if you believe your Account or credentials have been compromised.

Each Account belongs to one person or organization. Give colleagues access by creating sub-users rather than sharing credentials.

5. Acceptable use

You must use the Service in line with these Terms, the Acceptable Use Policy and applicable law, including export control and sanctions laws. You must not:

• get around plan limits, rate limits, usage metering or billing;
• reverse engineer the Service, except where the law or an open-source licence expressly allows it;
• use the Service in a way that harms or disrupts it, or other customers' use of it; or
• use our confidential information to build a competing product.

You are responsible for your End Users' use of the Service through your applications, and for having every right and consent needed to send Customer Content through the Service.

6. Plans, fees and billing

6.1 Paddle is our Merchant of Record. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries related to payments and handles returns. When you buy a paid Plan, you buy it from Paddle, and the purchase is also subject to Paddle's Buyer Terms. Paddle calculates and collects any applicable sales tax, VAT or GST.

6.2 Free plan. The Free plan has no charges and comes with fixed usage limits, including a monthly message cap. When you reach a limit, further traffic is rejected until the limit resets or you upgrade. We may change or discontinue the Free plan with 30 days' notice.

6.3 Base fees and renewal. Each paid Plan has a base fee that is charged in advance for the billing interval you choose: monthly, quarterly, semi-annual, annual or long-term (ten years). Your subscription renews automatically at the end of each interval, for the same interval, until you cancel.

6.4 Usage fees. Paid Plans also incur usage fees for messages, connection minutes and channel minutes. They are charged at the rates on our pricing page when the usage occurs. Usage is measured by our systems and billed in arrears, about every 30 days, as a separate charge on your subscription. The pricing page and our documentation explain how usage is counted. For example:

• messages are counted in 5 KiB units;
• messages count in every direction, both when published and when delivered; and
• publishes rejected for exceeding a plan limit still count.

Our usage records are the basis for usage charges. If you believe a charge is wrong, tell us within 30 days of the charge.

6.5 Plan limits. Each Plan has technical limits, such as message rates, concurrent connections and maximum message size, as described on the pricing page. Traffic above a limit may be throttled or rejected.

6.6 Price changes. We may change our prices by giving you at least 30 days' notice by email. A new base fee applies from your next renewal, and new usage rates apply from the date stated in the notice. If you do not agree to a change, you may cancel before it takes effect. For a long-term Plan, the base fee stays fixed for the ten-year term you have paid for.

6.7 Cancellation. You can cancel at any time from Billing → Manage subscription in your dashboard, or by emailing support@useceleris.com. Cancellation takes effect at the end of your current billing interval, and you keep access to your Plan until then. Usage fees accrued up to the end of your subscription remain payable.

6.8 Failed payments. If a payment fails, Paddle may retry it. Your paid Plan stays available for a grace period of 7 days. After that, we may move your Account to the Free plan or suspend it until the amount owed is paid.

6.9 Refunds. Refunds are governed by our Refund Policy.

7. Customer Content and data

7.1 Ownership. You keep all rights in your Customer Content. You grant Celeris a worldwide, non-exclusive, royalty-free licence to host, transmit, process and display Customer Content only as needed to provide, secure and support the Service, and as required by law.

7.2 Your responsibilities. You are responsible for your Customer Content and for complying with the laws that apply to it. The Service is not designed for special categories of personal data, and must not be used to send any of the following:

• protected health information regulated by HIPAA (we do not sign business associate agreements); or
• payment card data regulated by PCI DSS.

7.3 Privacy. Our Privacy Policy explains how we handle personal information as a controller. When we process personal data in Customer Content on your behalf, our Data Processing Addendum applies and forms part of these Terms.

7.4 Usage data. We collect metrics about how the Service is used, such as message counts and sizes, connection and channel minutes, and performance data. We use them to operate, bill, secure and improve the Service. We may use aggregated, de-identified data that does not identify you or any individual.

7.5 No model training. We do not use Customer Content to train artificial intelligence or machine learning models.

8. Intellectual property

Celeris and its licensors own the Service and all related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription.

Our SDKs and other open-source components are licensed under their own licences, such as the Apache License 2.0, and those licences govern those components.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation to you. You may not use Celeris names or logos without our prior written permission.

9. Confidentiality

Each party will protect the other party's non-public information that it receives in connection with the Service. Each party will:

• use at least reasonable care to protect it;
• use it only to perform under these Terms; and
• disclose it only to people who need to know it and are bound by similar obligations, or as required by law (with notice to the other party where lawful).

These obligations do not apply to information that:

• is or becomes public through no fault of the receiving party;
• was independently developed; or
• was lawfully received from a third party without restriction.

10. Service levels and support

Pro, Prime and Enterprise Plans are covered by our Service Level Agreement. Service credits under the SLA are your sole remedy for downtime. Free and Standard Plans are provided on a best-effort basis. Support is provided by email at support@useceleris.com. Response times described on our pricing page are targets, not guarantees.

11. Suspension

We may suspend all or part of your access to the Service immediately if:

• your use breaches the Acceptable Use Policy or the law;
• your use poses a security risk or threatens the integrity or availability of the Service or other customers;
• payment remains overdue after the grace period; or
• we are required to by law.

Where practicable, we will notify you first and limit the suspension to what is reasonably needed.

12. Term and termination

These Terms apply from the moment you accept them until your Account is closed. You may close your Account at any time by emailing support@useceleris.com from the Account's email address.

We may terminate these Terms:

• for a material breach that you do not cure within 30 days of our notice;
• immediately, for serious breaches of the Acceptable Use Policy or for non-payment after the grace period; or
• for convenience, with at least 30 days' notice, in which case we will refund the prepaid base fees for the unused part of your billing interval.

When your Account is closed, your access to the Service ends, and any fees you have accrued remain payable. We delete the data associated with your Account within 30 days, except where we must keep it by law. Residual copies in backups and logs expire on their normal cycles, which never exceed 90 days.

Sections 6 (for amounts owed), 7.1, 8, 9, 12 and 13 to 18 survive termination.

13. Warranties and disclaimers

Each party confirms that it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all implied warranties and conditions, including those of merchantability, fitness for a particular purpose and non-infringement. We also do not warrant that the Service will be uninterrupted or error-free.

The Service is not designed for uses where its failure could lead to death, personal injury or severe environmental or property damage.

14. Limitation of liability

To the fullest extent permitted by law:

1. Neither party is liable for any indirect, incidental, special, consequential or punitive damages. Neither party is liable for any loss of profits, revenue, data or goodwill, even if it was advised of the possibility.
2. Each party's total liability arising out of or relating to these Terms is limited to the greater of (a) the amounts paid and payable by you for the Service in the 12 months before the event giving rise to the claim, and (b) USD 100.
3. These limits do not apply to:
   • your obligation to pay fees;
   • your indemnification obligations;
   • liability for a party's fraud, gross negligence or wilful misconduct; or
   • liability that cannot be limited by law.

15. Indemnification

You will defend and indemnify Celeris and its directors, officers and employees against third-party claims, and related losses and reasonable legal fees, arising from:

• your Customer Content;
• your applications; or
• your breach of these Terms or the Acceptable Use Policy.

We will notify you promptly of any such claim, cooperate reasonably and let you control the defence. You may not settle a claim in a way that admits fault on our part without our consent.

16. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give you at least 30 days' notice by email or in your dashboard before they take effect. Other changes take effect when we post them. The "Last updated" date at the top of this page shows the current version. If you keep using the Service after a change takes effect, you accept the updated Terms. If you do not agree to a change, stop using the Service and cancel your subscription.

17. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts located in Toronto, Ontario have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to that jurisdiction. Either party may seek urgent injunctive relief in any competent court to protect its intellectual property or confidential information.

If you are a consumer, nothing in these Terms takes away mandatory protections under the law of the country where you live, including any right to bring proceedings in your local courts.

18. General

• Entire agreement. These Terms and the Policies are the entire agreement between you and Celeris about the Service. If you have a separately signed agreement with us, it takes precedence where it conflicts with these Terms. For personal data, the Data Processing Addendum takes precedence over these Terms.
• Assignment. You may not assign these Terms without our consent, except to a successor in a merger, acquisition or sale of substantially all of your assets, with notice to us. We may assign these Terms to an affiliate or successor.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. Such events include natural disasters, war, terrorism, labour disputes, government action, and widespread internet or cloud-provider outages. This clause does not apply to payment obligations.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries of these Terms.
• Severability and waiver. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Notices. We send notices to the email address on your Account. Send notices to us at support@useceleris.com. Legal notices must also be mailed to our registered office.
• Language. The parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

19. Contact

Celeris Realtime Systems Inc.
Ontario Corporation Number 1001733787
2920 Highway 7, Unit 3605
Vaughan, Ontario L4K 0P4
Canada

Email: support@useceleris.com