These Terms and Conditions (this “Agreement”) governs your access and use of the Celeste AI Inc. (“Celeste”) Website (the “Website”) and any Celeste Content (defined below) therein provided by Celeste and its affiliated entities.

PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR ACCESS TO AND USE OF THE WEBSITE.  BY ACCESSING AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WHICH ARE INCORPORATED BY REFERENCE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND OUR TERMS OF SERVICE, DO NOT ACCESS OR USE THE WEBSITE.

This Agreement is a binding agreement between you and Celeste, and you are solely responsible for your use of the Website and any data, information, materials, statements or other content (“Celeste Content”) made available through the Website. Celeste reserves the right to add, modify or delete any Celeste Content at any time and from time to time. and has no duty to update such Celeste Content.

1. Consent to Electronic Communications. Celeste may be required by law to send communications to you that pertain to the Website and your use thereof. By using the Website or Celeste Content, you consent to receive these communications electronically (e.g., via email or through the Website).
2. Rights to Access and Use the Website and Content.Subject to the terms and conditions of this Agreement, Celeste grants you permission to access and use the Website and Celeste Content on any electronic device (“Device”) that you own or control. Any updates to, supplements to or replacements of the Website or Celeste Content is governed by this Agreement unless separate terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
3. Restrictions on Access and Use.The preceding states the entirety of your rights with respect to the Website and Celeste Content and Celeste reserves all rights in and to the Website or Celeste Content not expressly granted to you in this Agreement. The license granted to you in Section 3 does not allow you to do any of the following: (a) use the Website or Celeste Content on any Device you do not own or control; (b) download, cache, save, distribute, copy, license, rent, sell, resell, publish, lease or otherwise transfer the Website, Celeste Content or any other proprietary materials or information of Celeste to any third party; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Website, Celeste Content or any other proprietary materials or information of Celeste; (d) modify, alter or create any derivative works of the Website or Celeste Content; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Website or Celeste Content; (f) work around any technical limitations in the Website or Celeste Content; or (g) use the Website or Celeste Content for purposes other than your own personal use. Unless stated in this Agreement or otherwise by Celeste, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages. Your right to access and use the Website and any Celeste Content are revocable at any time. 

4. Ownership of the Website.The Website and Celeste Content are made available, but not sold, to you. The Website and Celeste Content are the valuable property of Celeste and its licensors and is protected by copyright and other intellectual property laws and treaties. Celeste, and its licensors, own all right, title and interest in and to the Website and Celeste Content, including all copyright and other intellectual property rights therein. Celeste reserves all rights not expressly granted to you. 

5. Consent to Data Practices; Privacy Policy.Without limiting any disclosures in our Privacy Policy, Celeste may collect, use and share information about you, including, but not limited to, information about your use of the Website, Celeste Content, device, location, system and application software, and peripherals, that is gathered in connection with your access to and use of the Website or Celeste Content. For information about how Celeste collects, uses and shares information about you in connection with your use of the Website, please refer to Celeste’s Privacy Policy.  Additionally, any communications submitted electronically can potentially be intercepted by third parties and, accordingly, you acknowledge that electronic mail and other transmissions to and from thewww.dirlend.com domain name or made via this site may not be secure. 

6. Support Services.Celeste is not obligated to provide any support or maintenance services for the Website or Celeste Content at any time.  However, if you have any questions regarding the Website or Celeste Content, please contact Celeste at “info@celesteai.com”.

7. No Warranty.To the fullest extent permitted by applicable law, you acknowledge that (a) the website may contain bugs, errors and defects; (b) use of the website and Celeste content is at your sole risk; and (c) the entire risk as to satisfactory quality, performance and accuracy of the website and Celeste content is solely with you, and (d) Celeste content may be incomplete or inaccurate, may contain errors or may have become out of date. Accordingly, the website and all Celeste content are provided “as is,” “as available,” with all faults, defects and errors and without warranty of any kind. Celeste disclaims all warranties (express and implied and arising by law or otherwise) regarding the website and all Celeste content and its performance or suitability for your intended use, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, completeness, accuracy or currentness of Celeste content and non-infringement. Celeste shall have no liability of any kind for the use of, or inability to use, the website or Celeste content or for any loss of data. Celeste does not represent or warrant that the website or Celeste content will be delivered free of any interruptions, delays, omissions or errors (collectively, “faults”) or in a secure manner or that any faults will be corrected. No oral or written information or advice given by Celeste or its authorized representatives shall create any warranty. In the event that the website or Celeste content is defective, you assume the entire cost of all necessary servicing, repair or correction.

8. Important Disclosures.

• The Website is not intended to be and does not constitute an offer to sell any securities or a solicitation of any offer to purchase any securities. 
• All views, opinions and estimates in any Celeste Content may change at any time without notice to you.
• Any Celeste Content or other communication provided by Celeste is intended to be generalized information about Celeste.  Celeste, its employees and other agents are prohibited from providing, and do not provide, personalized tax, investment, legal or other business and professional advice to any taxpayer (other than Celeste), including without limitation to any individual potential or current investor in any firm.  No Celeste Content or other communication by Celeste, its employees and other agents is intended or written to be used by any such taxpayer for the purpose of avoiding tax penalties.  All such taxpayers are strongly advised to seek advice from an independent tax advisor based on such taxpayer’s particular circumstances.

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9. Indemnification.To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Celeste and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Celeste Parties”) from all Celeste Parties’ or any third party’s claims of any kind, whether in tort, contract or otherwise (collectively, “Claims”), including damages to property or personal injury, that arise from or relate to your access or use of the Website or Celeste Content.  In the event of any Claim that the Website, or your use thereof, infringes any intellectual property rights of a third party, you agree to contact Celeste promptly and directly. You will cooperate with the Celeste Parties in defending such Claims. Celeste Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any indemnities set forth in any other written agreement between you and Celeste.

10. Limitation of Liability.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELESTE OR ANY OF THE CELESTE PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OF THE WEBSITE OR CELESTE CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY CELESTE CONTENT OR OTHER INFORMATION OBTAINED FROM CELESTE, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CELESTE’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CELESTE AND THE CELESTE PARTIES (JOINTLY), WHETHER IN CONTRACT ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE OR CELESTE CONTENT EXCEED TEN DOLLARS ($10.00). 

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11. No Export.You may not use or otherwise export or re-export the Website or Celeste Content, except as authorized by United States law and the laws of the jurisdiction in which the Website or any Celeste content was obtained. In particular, but without limitation, the Website and the Celeste Content may not be exported or re-exported to (a) any U.S. embargoed countries; or (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

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12. Links to Other Web Sites.Celeste does not and will not review or monitor any third-party websites linked from or that link to the Website and is not responsible for the content of any such third-party websites, including without limitation any products or services contained on or accessible through such third-party websites, their terms of use, customer information practices or privacy policies. You should review the terms of use and privacy policies of any website that you visit.

14. Legal Compliance.By accessing and using the Website or Celeste Content, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including, but not limited to, U.S. export control laws.
15. Term; Termination.This Agreement will begin from the date you first access or use the Website and will continue until terminated by Celeste.  This Agreement may be terminated by you at any time by discontinuing your use and access to the Website and destroying all information and materials obtained by you or on your behalf from the Website and all related documentation and all copies and installations thereof.
16. Governing Law; Arbitration.This Agreement will be governed and construed under the laws of the State of Delaware without regard to conflicts of law provisions.  Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by and in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.  The number of arbitrators shall be one.  The place of arbitration shall be New York, New York. If any arbitration claim is necessary to enforce or interpret the terms of the Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 

16. Severability.If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be interpreted to mean its maximum enforceable effect pursuant to applicable law so as to effect the intent of this Agreement, and will otherwise be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.

17. Contact.If you have any questions or concerns regarding the Website, Celeste Content or this Agreement, please contact Celeste at info@celesteai.com.