Terms of Service

Effective Date: Jun 05, 2025

1. Introduction

Welcome to Cellilox Limited (“Company,” “we,” “us,” or “our”). These Terms of Service (“Terms” or “Agreement”) govern your access to and use of our website, SaaS platform, APIs, mobile applications, and any related services (collectively, “Services”). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy and Refund Policy. If you do not agree with any part of these Terms, you must not use our Services.

2. Definitions

• Account: Your registered profile on our platform, identified by unique credentials (e.g., email and password).
• Authorized User: An individual whom you authorize to access and use the Services under your Account (for example, team members or employees).
• Customer/User: Any individual or entity that registers for and/or uses the Services.
• Content: All information, data, text, graphics, images, audio, or other materials that you submit, upload, post, or otherwise provide when using the Services.
• Subscription Plan: A paid plan granting access to certain features or levels of the Services on a recurring basis (e.g., monthly, annually).
• Subscription Fees: The fees you pay for access to the Services as described in Section 6.
• Services: The features, functionalities, and offerings provided by [Your Company Name], including but not limited to our web and mobile applications, APIs, and related documentation.

3. Acceptance of Terms

By creating an Account, subscribing to our Services, or otherwise accessing or using the Services, you:

1. Represent that you are at least 18 years of age (or the age of majority in your jurisdiction).
2. Have the legal capacity to form a binding contract with us.
3. Agree to comply with and be bound by these Terms.

If you are using the Services on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, “you” and “your” will refer to that entity.

4. Modifications to Terms

We may modify these Terms at any time in our sole discretion. If we make material changes, we will notify you by:

• Email to the primary address associated with your Account; or
• Posting a notice on our website prior to the changes taking effect.

Your continued use of the Services after the Effective Date of the revised Terms constitutes your acceptance of those changes. If you do not agree to any revised Terms, you must stop using the Services.

5. Registration and Account Security

5.1 Account Creation

To access certain features of the Services, you must register for an Account. During registration, you will be required to provide accurate and complete information (including a valid email address). You agree to keep your Account credentials confidential and not share them with others. You are solely responsible for all activities that occur under your Account.

5.2 Authorized Users

You may designate Authorized Users to use the Services on your behalf. You are responsible for any actions taken by your Authorized Users and must ensure they comply with these Terms. You may add or remove Authorized Users via your Account settings; however, Subscription Fees are calculated on a per-Seat or per-User basis as described in Section 6.

5.3 Account Security

Notify us immediately if you learn of any unauthorized use of your Account or if your credentials are compromised. We reserve the right to suspend or terminate your Account if we suspect unauthorized access, fraudulent activities, or a violation of these Terms.

6. Subscription Plans, Fees, and Payment

6.1 Subscription Plans

Our Services are offered under various Subscription Plans (e.g., Free, Basic, Pro, Enterprise). Each plan includes specific features, usage limits, and pricing. Plan details (feature sets, usage caps) are accessible on our website or dashboard. We reserve the right to modify plan offerings or pricing at any time, provided that existing Subscribers receive at least 30 days' advance notice before changes take effect.

6.2 Billing and Payment

You agree to pay all Subscription Fees associated with your chosen plan in accordance with the applicable billing cycle (monthly, annually, or as otherwise indicated). All fees are quoted in [Currency] and are exclusive of taxes (e.g., VAT, GST). You are responsible for paying any applicable taxes unless you provide a valid tax-exemption certificate. We use third-party payment processors (e.g., Stripe, PayPal) to handle credit card and ACH transactions. By providing payment information, you authorize us and our payment processors to charge your designated payment method for Subscription Fees and any applicable taxes. You must keep your payment information up to date. If a payment fails (e.g., credit card expiration), we will notify you by email. If payment is not received within fourteen (14) days after the due date, we reserve the right to suspend or terminate your access to the Services until payment is made in full.

6.3 Free Trials

If you enroll in a free trial, you will have limited access to the Services for a specified period (e.g., 14 or 30 days). You must provide valid payment information to start the trial. If you do not cancel before the trial period ends, we will automatically charge you the subscription fee for the plan you selected, as outlined during signup. You may cancel at any time during the trial to avoid charges.

6.4 Upgrades, Downgrades, and Add-Ons

You may upgrade or downgrade your Subscription Plan at any time. Upgrades (e.g., moving from Basic to Pro) take effect immediately, and you will be charged a prorated amount for the remainder of the current billing cycle. Downgrades (e.g., from Pro to Basic) will take effect at the start of your next billing cycle. If your usage exceeds the limits of your new plan before that time, you may be required to upgrade again or pay overage fees. Add-On services (e.g., additional storage, extra API calls) are billed separately according to the pricing published on our website.

6.5 Refunds and Cancellations

All refunds and cancellation policies are governed by our Refund Policy, which is incorporated herein by reference.

7. Use of the Services

7.1 Permitted Use

You may use the Services solely for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services for any illegal or unauthorized purpose.
• Circumvent or attempt to circumvent any usage limits or access controls.
• Copy, modify, distribute, sell, or lease any part of the Services or Content, except as expressly permitted.
• Reverse engineer or decompile any portion of the Services.
• Attempt to gain unauthorized access to the Services, other accounts, or networks.
• Interfere with or disrupt the integrity or performance of the Services.

7.2 Your Content

You retain all rights in the Content you submit or upload through the Services (“Your Content”). You represent and warrant that you own or have valid licenses for all Intellectual Property Rights in Your Content and that Your Content does not infringe upon any third party's rights. By submitting or uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify, create derivative works of, communicate, publish, and display Your Content to provide, promote, and improve the Services. We may review, refuse to post, or remove any Content that, in our sole discretion, violates these Terms or poses a legal or security risk.

7.3 Data Backup

While we employ reasonable measures to protect and backup your data, you are responsible for maintaining your own backups of Your Content. We are not liable for any loss or corruption of your Content.

8. Intellectual Property

8.1 Our Intellectual Property

All trademarks, service marks, trade names, logos, domain names, and other distinctive brand features of [Your Company Name] (“Company IP”) are owned exclusively by us or our licensors. Nothing in these Terms grants you any rights in or to the Company IP. The Services, including all software code, algorithms, designs, documentation, and any enhancements or modifications, are our exclusive property or the property of our licensors.

8.2 Feedback

If you choose to submit feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and otherwise commercialize such Feedback without restriction.

9. Prohibited Conduct

You agree not to:

• Use the Services to upload, post, email, or otherwise transmit any Content that is illegal, harmful, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with someone.
• Engage in any automated or manual activity that interferes with or disrupts the Services (e.g., bots, scrapers, "denial-of-service" attacks).
• Use the Services to infringe upon any third-party rights (e.g., copyright, trademark, patent, trade secret, privacy).
• Introduce any viruses, trojan horses, worms, or other malicious code.
• Attempt to gain unauthorized access to any portion of the Services, including other users' data.
• Encourage or facilitate violations of these Terms.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision.

10. Third-Party Services and Content

10.1 Third-Party Integrations

The Services may integrate with third-party products or services (e.g., payment processors, analytics platforms, cloud storage providers). Your use of those third-party services is subject to their respective terms and privacy policies. We are not responsible for the availability, functionality, or security of such third-party services.

10.2 Links to Third-Party Sites

The Services may contain links to websites or resources operated by third parties. We provide these links for your convenience only and do not endorse the content or practices of those websites. We are not responsible for the privacy practices or the content of such third parties.

11. Confidentiality

11.1 Definition

“Confidential Information” means any non-public, proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with these Terms, whether oral or written, that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, business strategies, pricing, and customer information.

11.2 Obligations

The Receiving Party shall use Confidential Information solely to perform its obligations under these Terms and disclose it only to its employees, contractors, or agents who need to know such information for those purposes and are bound by confidentiality obligations no less strict than those set forth herein. The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care. Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms;
• Was in the Receiving Party's possession before receipt from the Disclosing Party;
• Is rightfully obtained from a third party without breach of any confidentiality obligation; or
• Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

11.3 Compelled Disclosure

If the Receiving Party is legally compelled to disclose any Confidential Information (e.g., subpoena, court order), it shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will provide reasonable assistance, at the Disclosing Party's expense, in obtaining such remedy.

12. Disclaimers

12.1 "AS IS" and "AS AVAILABLE"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE, OR FROM A COURSE OF PERFORMANCE;
• WARRANTIES ARISING FROM THE PROVISION OF TRAINING, SUPPORT, OR INFORMATION;
• ANY IMPLIED WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12.2 No Professional Advice

The Services and any Content contained therein are for general informational purposes only and do not constitute professional, legal, financial, or medical advice. You should consult a qualified professional for advice specific to your situation.

12.3 Accuracy of Content

While we strive to present accurate and up-to-date information, we do not warrant the accuracy, completeness, or usefulness of any Content. You acknowledge that any reliance on the Services or Content is at your own risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL [YOUR COMPANY NAME], ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, STRICT LIABILITY, OR TORT);
• ANY DEFENSE, SETTLEMENT, OR INDEMNITY COSTS INCURRED IN CONNECTION WITH CLAIMS BROUGHT BY THIRD PARTIES;
• ANY MATTER BEYOND OUR REASONABLE CONTROL (E.G., FORCE MAJEURE EVENTS); OR
• THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

IN NO CASE WILL OUR AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless [Your Company Name], its affiliates, officers, directors, employees, and agents from and against any and all losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising from or related to:

• Your use of the Services or any violation of these Terms;
• Your Content or any other data submitted, uploaded, or otherwise provided by you;
• Any infringement of third-party rights (e.g., intellectual property, privacy) by Your Content;
• Any claims that arise due to your negligence or willful misconduct.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with our defense of such claim.

15. Termination

15.1 Termination by You

You may terminate your Account at any time by canceling your subscription through your Account dashboard or by contacting hello@support.cellilox.com. Termination takes effect at the end of your current billing period. After termination, your access to the Services will be suspended, and we may delete Your Content in accordance with Section 7.3 of the Privacy Policy.

15.2 Termination by Us

We may suspend or terminate your Account and access to the Services immediately and without notice if you:

• Materially breach these Terms (including non-payment);
• Engage in fraudulent or unlawful conduct;
• Interfere with the security or integrity of the Services;
• Violate the rights of other users or third parties.

Upon termination for cause, you remain responsible for all unpaid fees through the date of termination. No refunds will be issued for remaining subscription periods unless otherwise stated in our Refund Policy.

15.3 Effects of Termination

Upon termination or expiration of these Terms, all rights granted to you herein will immediately cease. You must stop all use of the Services. Sections 4 (Modifications), 6 (Fees & Payment), 7 (Use of the Services), 8 (Intellectual Property), 9 (Prohibited Conduct), 11 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Termination), 16 (Governing Law), and 17 (General Provisions) will survive termination.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms and any disputes arising out of or related to them or the Services will be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of law principles.

16.2 Informal Resolution

Before bringing any formal dispute, you agree to contact us at hello@support.cellilox.com to attempt to informally resolve the issue. We will endeavor to respond within thirty (30) days of receipt.

16.3 Arbitration

If we cannot resolve a dispute informally, either party may elect to submit the dispute to binding arbitration under the rules of [Arbitration Organization, e.g., the American Arbitration Association] then in effect. The arbitration will take place in [City, State/Country], and the arbitrator's decision will be final and binding. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. This Section does not prevent us from seeking injunctive relief in a court of competent jurisdiction to protect our intellectual property rights or Confidential Information.

16.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. NEITHER YOU NOR WE WILL SEEK TO HAVE A DISPUTE RESOLUTION PROCEEDING HEARD AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and [Your Company Name] regarding your use of the Services and supersede any prior or contemporaneous agreements, understandings, or representations, whether written or oral.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable (in whole or in part) by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the invalid or unenforceable portion will be deemed modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right. A waiver of any breach must be in writing and signed by the waiving party.

17.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign or transfer these Terms and our rights hereunder to an affiliate or successor-in-interest without restriction.

17.5 Notices

All notices required or permitted under these Terms must be in writing and will be deemed given:

• When delivered by email to the address associated with your Account (if to you).
• When received by us at:

  Cellilox Limited Attn: Legal Department Email: hello@support.cellilox.com Address: Rwanda - Kigali - Gasabo - Rusororo - Kabuga

17.6 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including acts of nature, war, terrorism, labor disputes, or interruptions in telecommunications or internet services. The affected party must notify the other party promptly of any force majeure event.

18. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

Support Email: hello@support.cellilox.com

Acknowledgment

By creating an Account, using our Services, or otherwise interacting with [Your Company Name], you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and our Refund Policy. If you do not agree, you must not use the Services.