Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Celect Enterprises Inc., a Delaware C-corporation, operating through its subsidiary RidgeShift (“RidgeShift,” “Celect,” “we,” “us,” or “our”). They govern your access to and use of the RidgeShift website and related public materials (collectively, the “Site”).

By accessing or using the Site, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Site. You must be at least 18 years old and legally capable of entering a binding contract. If you use the Site on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

The Site provides general information about RidgeShift, artificial intelligence strategy, automation, software development, and related capabilities. Site content is provided for general informational and business-development purposes only. It is not legal, financial, accounting, employment, cybersecurity, or other regulated professional advice, and should not be treated as a substitute for advice tailored to your circumstances.

We may change, suspend, or discontinue any part of the Site at any time. We do not guarantee that Site content is complete, current, error-free, or suitable for a particular purpose.

A website inquiry, meeting, proposal, estimate, demonstration, or exchange of information does not by itself create a consulting, fiduciary, partnership, agency, employment, or other professional relationship. RidgeShift is not obligated to accept any engagement.

Examples, forecasts, potential savings, productivity improvements, and other projected outcomes shown on the Site are illustrative and not guarantees. Actual results depend on data quality, organizational readiness, implementation, adoption, market conditions, third-party systems, and other factors.

You may use the Site only for lawful purposes. You may not:

• Violate any applicable law, regulation, contractual obligation, or third-party right.
• Attempt to gain unauthorized access to the Site, its infrastructure, accounts, data, or connected systems, or bypass security or access controls.
• Introduce malware or harmful code; interfere with Site operation; overload, probe, scan, or test the vulnerability of any system without written authorization.
• Scrape, crawl, harvest, or use automated means to access or extract Site content except through ordinary search-engine indexing or with our prior written permission.
• Copy, frame, mirror, reverse engineer, decompile, or create derivative works from the Site except to the limited extent applicable law does not permit that restriction.
• Impersonate another person, misrepresent an affiliation, submit false information, or use the Site to transmit unlawful, infringing, deceptive, abusive, or harmful material.

The Site and all content made available through it—including text, graphics, visual design, logos, trademarks, software, models, methods, documentation, audio, video, and compilations—are owned by Celect, its licensors, or other rights holders and are protected by intellectual property and unfair competition laws. “RidgeShift,” associated logos, and related names and marks are trademarks or service marks of Celect or its affiliates.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your internal, lawful evaluation of RidgeShift. No other right or license is granted by implication, estoppel, or otherwise. You may not use our name, marks, or branding without prior written permission.

You retain ownership of information you submit through the Site. You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, and use that information as reasonably necessary to respond to you, evaluate a potential engagement, operate the Site, and protect our rights. You represent that you have the rights and permissions required to provide the information and that it is accurate in all material respects.

Public contact forms and unsolicited communications are not secure channels for confidential, proprietary, regulated, or sensitive information. Unless we have signed a written confidentiality agreement covering the information, your submission does not create a duty of confidentiality beyond obligations imposed by applicable law and our Privacy Policy.

If you provide suggestions or feedback about the Site or our services, you grant Celect a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize that feedback without restriction or compensation, provided we do not publicly identify you as its source without permission.

The Site may link to or interoperate with third-party websites, platforms, tools, or services. We do not control and are not responsible for third-party content, availability, security, terms, or privacy practices. A link or integration does not imply endorsement. Your use of a third-party service is governed by that provider's terms and policies, and you assume the risks associated with that use.

To the maximum extent permitted by law, the Site and all Site content are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. Celect disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Site will be uninterrupted, secure, error-free, or free of harmful components, or that defects will be corrected. Information concerning artificial intelligence may involve rapidly evolving technologies, probabilistic systems, and third-party models. You are responsible for independent evaluation, human oversight, and appropriate professional review before relying on any Site content or applying it to a business decision.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

To the maximum extent permitted by law, Celect, RidgeShift, and their affiliates, officers, directors, employees, contractors, agents, licensors, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, business, opportunity, goodwill, use, or data; business interruption; or cost of substitute services, arising out of or relating to the Site or these Terms, under any theory of liability, even if advised of the possibility of such damages.

To the maximum extent permitted by law, the aggregate liability of Celect and RidgeShift for all claims arising out of or relating to the Site or these Terms will not exceed the greater of one hundred U.S. dollars (US $100) or the amount you paid Celect specifically for access to the Site during the twelve months before the event giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be excluded or limited. Project-specific liability is governed by the applicable signed client agreement, not this section.

To the extent permitted by law, you will defend, indemnify, and hold harmless Celect, RidgeShift, their affiliates, and their respective officers, directors, employees, contractors, and agents from claims, liabilities, damages, judgments, losses, and reasonable costs and attorneys' fees arising out of or relating to your unlawful or unauthorized use of the Site, your submissions, your violation of these Terms, or your infringement of another person's rights. We may control the defense of an indemnified matter, and you agree to cooperate with that defense. You may not settle a claim that imposes liability or obligations on us without our written consent.

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to any applicable law that gives you a non-waivable right to bring a claim elsewhere, the state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to their personal jurisdiction and venue.

Before filing a claim, you agree to provide written notice describing the dispute and to attempt in good faith to resolve it informally for at least 30 days. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief where appropriate.

• Changes. We may revise these Terms by posting an updated version and changing the effective date. Continued use after the effective date constitutes acceptance of the revised Terms.
• Suspension and termination. We may restrict or terminate access to the Site if we reasonably believe you violated these Terms, created risk, or acted unlawfully. Provisions that by their nature should survive will survive termination.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with an affiliate reorganization, financing, merger, acquisition, or sale of assets.
• Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective. A failure to enforce a provision is not a waiver.
• Entire agreement. These Terms and the Privacy Policy are the entire agreement concerning the Site and supersede prior understandings about the Site. They do not replace a signed client services agreement.

Questions about these Terms may be submitted through our contact form.