Terms of Service


  1. Acceptance of Terms
  2. Account Registration
  3. Use of the Services
  4. Pricing and Payment Terms
  5. Communications
  6. Data Ownership and Conduct
  7. Intellectual Property
  8. Confidential Information
  9. Termination
  10. Changes to the Services
  11. Sole Remedy
  12. Jurisdiction
  13. Entire Agreement / Translation / Interpretation
  14. No Waiver
  15. Warranty Disclaimer
  16. Limitation of Liability
  1. Acceptance of Terms

  2. Celly.AI Corporation owns and provides various websites (the "Websites"), services, and software (such as celly.ai mobile app) that store and analyze smear images by the means of AI, collectively, the "Services".

    BY ACCESSING AND USING THE SERVICES IN WHOLE OR IN PART YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS SET FORTH BELOW (THE "TERMS OF SERVICE"). IF YOU REPRESENT A COMPANY, YOU AGREE THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE ON BEHALF OF YOUR COMPANY, AND BY ACCESSING AND USING THE SERVICES IN WHOLE IN OR IN PART YOU AGREE ON BEHALF OF YOU AND YOUR COMPANY TO BE BOUND BY THESE TERMS OF SERVICE.

    In these Terms of Service, we may refer to Celly.AI Corporation as "Celly.AI", "us", or "we", and "you" shall refer to you and, where applicable, to your company. Any and all use of the Services is subject to these Terms of Service. If you do not agree to be subject to these Terms of Service, do not use the Services. BY CONTINUING TO USE THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

    Celly.AI RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE, MODIFY, UPDATE, ADD, OR REMOVE PORTIONS OF THE TERMS OF SERVICE AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU. PLEASE CHECK THESE TERMS OF SERVICE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE SERVICES AFTER THE POSTING OF ANY CHANGES TO THE TERMS OF SERVICE WILL SIGNIFY YOUR ACCEPTANCE OF THOSE CHANGES. You can review the most current version of the Terms of Service at any time at https://celly.ai/terms

    Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Services after any such changes shall constitute your consent to such changes. These Terms of Service cover your use of the Services, and you agree that these Terms of Service apply to your use of the Services. "Users" or Accounts shall refer to any and all individuals or organizations using the Services.

    BY USING THE SERVICES, YOU ALSO CONSENT AND AGREE TO THE TERMS OF THE Celly.AI PRIVACY POLICY. You can review the most current version of the Privacy Policy at any time at https://celly.ai/privacy

  3. Account registration

  4. Use of the Services is restricted to users at least 13 years of age. If you are under the age of 13, you must use an account created by a parent or guardian, and you must have the explicit permission of a parent or guardian to use the Services.

    If you are under the age of 18, you must have the explicit permission of a parent or guardian to sign up for any paid services on the Services.

    You must register to access and use certain parts of the Services.

    One person or legal entity may not maintain more than one free account.

    When you enter or try to use a part of the Services that requires registration, you will be prompted to create an account (a "User Account") or log into your existing User Account. You understand that if you are so prompted you will not be able to continue using that portion of the Services without having a User Account.

    If you are registering on behalf of a company, by registering you agree that you have the requisite authority to register on behalf of such company. You agree that any information you provide when registering for the Services, and at any time thereafter is true, accurate and complete and that, where applicable, you will update all such information as necessary to maintain its truth, accuracy and completeness. FAILURE TO DO SO SHALL CONSTITUTE A BREACH OF THESE TERMS OF SERVICE. You further agree that any credit card information or PayPal Account Information you provide through the Services is valid and that you have authority to authorize payments from such credit card or PayPal Account. You further agree that you will use the Services only for the purposes advertised on the Celly.AI websites and/or set forth herein.

    You are responsible for maintaining the confidentiality of your password, and will be solely liable for all actions taken via your account, whether or not made with your knowledge or authority. Celly.AI cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

  5. Use of the Services

  6. Celly.AI grants to you a non-exclusive license to access and use the Services in accordance with these Terms of Service. You agree not to use, copy, modify, reformat, rent, lease, lend, frame, create derivative works, publicly display, download, store, reproduce, transmit, provide links to, republish, upload, post, reprocess, make commercial use of, or distribute the Services, in whole or in part.

    Celly.AI shall use all commercially reasonable efforts to make its Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays.

    Celly.AI shall provide you with basic online support for the Services at no additional charge, and/or upgraded support if purchased separately, and shall provide the Services only in accordance with applicable laws and government regulations.

  7. Pricing and Payment Terms

    1. Subscription Fees: You understand that certain services require monthly and/or annual payments ("Subscription Fee") to continue to use such services. These fees are posted and updated periodically on the Celly.AI's Celly.AI web site (celly.ai).
    2. Payment: Unless otherwise stated, all fees are in U.S. Dollars. A valid credit card or a PayPal payment validation is required for Subscription Fees and Transaction Fees. Free accounts are not required to provide a credit card number. An upgrade from the free plan to any paying plan will immediately be billed to you. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your plan will NOT cause any data loss but some features may become unavailable.
    3. General: You agree to pay all charges that are applicable to you as set forth on the Celly.AI website and/or in these Terms of Service. You agree that the address and email address you provide in your account settings are valid addresses and that Celly.AI may contact you at such addresses or through other electronic or facsimile communications. Celly.AI reserves the right, at any time and at its discretion, to change any fees and any other pricing terms. Any changes shall be posted on the Celly.AI website and will be effective after such posting. Celly.AI reserves the right but has no obligation to notify you through the contact information you provide of any such changes.
    4. Refunds: Any fees paid to Celly.AI by you pursuant to these Terms of Service are nonrefundable. The Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Any exception to this policy is at the sole discretion of Celly.AI.
    5. Nonpayment: If, for whatever reason, your payment method fails, and the payment does not go through, Celly.AI reserves the right to suspend your access to the Services. If you fail to pay the applicable charge within five (5) days of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, Celly.AI reserves the right to cancel your account. In the event Celly.AI cancels your account for non-payment, all amounts due and unpaid from you to Celly.AI for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, Celly.AI reserves the right to seek payment using any remedies allowed to it by law. Celly.AI shall have the right to recoup all payments due to it under this agreement as set forth in this agreement.
    6. Disputes: If you wish to dispute any charge invoiced to you by Celly.AI, you agree to submit the disputed charge to us no later than five (5) business days after the disputed charge is posted to your account. You are responsible for reviewing any charges made to your account. You may submit a disputed charge by contacting us through the Celly.AI website, email, telephone, or mail.
    7. Cancellation: You may downgrade or cancel your paid subscription at any time. If you do, we'll treat your information responsibly. You can find instructions in our FAQ on how to downgrade your account
  8. Communications

  9. Celly.AI reserves the right to contact you from time to time for feedback about the Services. We may also contact you regarding service and support related issues. We reserve the right to contact you through e-mail, facsimiles, text or voice messages, notices posted on the Celly.AI websites. Notices will be deemed effective at the time they are sent by Celly.AI or as of the date they are posted, regardless of whether you actually read any such notices.

    You consent that any emails, surveys, other information or feedback regarding the Services or the Websites that you provide to Celly.AI through the Services or via any other medium, except for Personally Identifiable Information, as defined in the Celly.AI Privacy Policy, can be used by Celly.AI in any manner, including but not limited to for reviews and ratings on Celly.AI or third party websites. This does not apply to work and reports you may submit, create, develop, collaborate on, or otherwise work on in connection with using the Services, and you will retain all rights in and to any work to the extent it is original work created by you, subject to Section 6 "Data Ownership and Conduct", below.

  10. Data Ownership and Conduct

  11. We claim no intellectual property rights over the material you provide to the Services. Your profile and materials uploaded remain yours.

    You acknowledge that you are responsible for the information and data that you produce, import, store and access to the Services ("Data"), and that you will have full responsibility for the Data, including its legality, reliability, appropriateness, originality and copyright. You further agree that you will not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGE RESULTING FROM ANY INFRINGEMENT OF COPYRIGHTS, TRADEMARKS, PROPRIETARY RIGHTS, OR ANY OTHER HARM RESULTING FROM THE DATA.

    YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY DATA YOU PRODUCE USING SERVICES. Celly.AI will not license your Public data to any third parties without your explicit permission.

    Celly.AI reserves the right, but not the obligation, to remove any Public Data which violates this agreement. When using the Services, you may be exposed to Public Data from a variety of sources, and Celly.AI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Public Data, which may be inaccurate, infringing, offensive, indecent, or objectionable. Celly.AI does not guarantee any confidentiality with respect to any Public Data and will not treat any Public Content as confidential. You understand that you and other users may be able to create, post, submit, or otherwise display Data and other information using the Services.

    You may not use the Services to do any of the following:

    1. create, upload, post, transmit, or otherwise make available any items that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise discriminatory;
    2. harass another person or entity;
    3. harm minors;
    4. target any marketing efforts to minors 13 years of age or under;
    5. engage in or facilitate any infringement or misappropriation of, or create, upload, post, cause a display or performance of, transmit or otherwise make available any data that infringes, any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party;
    6. create, upload, post, transmit or otherwise make available any data that you do not have a right to make available under law or contractual or fiduciary relationships;
    7. upload or transmit spam or unsolicited messages using the send, share, or other transmission capabilities of the Websites;
    8. cause or facilitate a display or performance of, or otherwise make publicly available any copyrighted materials for which you do not possess appropriate rights to so display, perform or otherwise make available;
    9. perform any activities that violate, intentionally or unintentionally, any applicable state, local, federal, or international laws or regulations promulgated by governmental agencies that have the force of law;
    10. provide resources to or otherwise support any organization(s) designated by the United States government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act;
    11. impersonate any person or entity or misrepresent in any way your affiliation with a person or entity;
    12. disguise the origin of any data transmitted through any of the Websites;
    13. create, upload, post, cause a display or performance of, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to destroy, interrupt or otherwise limit the functionality of any computer software, computer hardware or other equipment;
    14. upload, post, engage in or facilitate any activities that change the visual character, general or specific, of the Websites;
    15. employ automated systems (including crawlers, spiders, robots, etc) that send more requests to Celly.AI's servers than possible to do by a human using a conventional web-browser in the same amount of time. However, Celly.AI allows the operators of public search engines to use spiders to copy materials from the Websites for sole purpose of creating public accessibility, but does not grant these operators permission to store, cache, or archive such materials for any other purpose; or
    16. interfere with or disrupt the Websites or servers or networks connected thereto, or disobey any applicable policies or regulations of networks connected to the Websites.

  12. Intellectual Property

  13. The look and feel of the Services is copyright ©2019 Celly.AI Corporation.

    Celly.AI retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the "Celly.AI Intellectual Property") that are the exclusive property of Celly.AI and/or its licensors. We do not transfer any rights in or to the Celly.AI Intellectual Property to you.

    Content of the Services that incorporates or includes any of the Celly.AI Intellectual Property may not be used, copied, reproduced, distributed, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Celly.AI or the rightful owner, as applicable.

  14. Confidential Information

  15. Confidential Information is any oral, written, graphic or machine-readable information disclosed by Celly.AI that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential.

    Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services. You agree to not disclose or use any Confidential Information without the prior written consent of Celly.AI, and to maintain the confidentiality of the Confidential Information.

  16. Termination

  17. Upon termination of your use of the Services for any reason, all of your rights to access and use any and all parts of the Services shall immediately terminate.

  18. Changes to the Services

  19. Celly.AI has the right to change or modify, upgrade, add to, or discontinue the Services or any portion or feature thereof at any time without notice. Celly.AI also reserves the right to assign any rights, licenses, or obligations arising out of or relating to these Terms of Service or to the Services without restriction.

  20. Sole Remedy

  21. Your only remedy for any dispute with Celly.AI is to stop using the Services.

  22. Jurisdiction

  23. These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of California (U.S.) applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

  24. Entire Agreement / Translation / Interpretation

  25. These Terms of Service, other Celly.AI legal policies as posted on the Websites, and any operating rules for the Services established by Celly.AI constitute the entire agreement between Celly.AI and you regarding your use of the Services. If any provision of these Terms of Service should be held illegal or unenforceable by a court with jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms of Service if no such modification is possible, and the other provisions of these Terms of Service shall remain in full force and effect. The section headings used are for convenience only and shall not be given any legal significance.

  26. No Waiver

  27. A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.

  28. Warranty Disclaimer

  29. The Services are provided "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE". YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. Celly.AI does not GUARANTEE that users will be able to access the Services at all times or places, that Celly.AI will have adequate capacity for all users, OR THAT THE SERVICES WILL BE OPERABLE with your equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, Celly.AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warranties of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. Celly.AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICES. Celly.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND Celly.AI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

    You understand that Celly.AI uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

  30. Limitation of Liability

  31. IN NO EVENT SHALL Celly.AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY

    1. ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES CONTENT,
    2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE SERVICES,
    3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN,
    4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS,
    5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY,
    6. ANY ERRORS OR OMISSIONS IN ANY CONTENT,
    7. USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY,
    8. YOUR USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING YOUR DATA) INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Questions about the Terms of Service should be sent to hello@celly.ai