Terms of Service

Please read these Terms of Service (the "Terms" or "Agreement") carefully. This Cellm Services Agreement is a legal agreement between **Token Factory ApS** ("Token Factory ApS", "Cellm", "us", or "we"), a company incorporated in Denmark, and the entity or person ("Customer", "you", "your", or "user") who registered on the Cellm Account page or otherwise accesses or uses the Services to receive certain software services, and other related business services offered by Cellm (each, a "Service").

This Agreement describes the terms and conditions that apply to your use of the Services. We provide a more detailed description of the Services through published software libraries, documentation, and additional resources we make available to you on our website or within the Services (collectively, "Documentation").

Wherever used in these Terms, "you", "your" or similar terms means the person or legal entity accessing or using the Services. If you are accessing or using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms, and "you" and "your" will refer to that entity.

BY REGISTERING FOR, ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD HESE TERMS IN THEIR ENTIRETY AND THAT YOU AGREE TO ENTER A LEGALLY BINDING AGREEMENT WITH CELLM. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT REGISTER FOR, ACCESS, OR USE THE SERVICES.

Cellm reserves the right to modify, supplement or replace these Terms. We will provide you with reasonable prior notice of any material changes (e.g., via email or a notification through the Services), effective upon posting the changes on our website or notifying you otherwise as specified in Section 11.7. Your continued use of the Services after such modifications become effective constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services and cancel your account according to Section 7.2. You are responsible for regularly reviewing the current version of the Terms.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement. If you do not understand any of the terms of this Agreement, please contact us *before* using the Services. You can contact us at legal@getcellm.com.

1 The Services

1.1 Your Cellm Account

1.1.1. Registration

To register for a Cellm Account and use certain Services, you or the person submitting the application (your "Representative") must provide us with required information, such as your email address. For paid subscription plans, you must also provide valid payment information. You must provide accurate and complete information and keep your account information updated.

You affirm to Cellm that your Representative is authorized to provide the information required for registration and ongoing use of the Services on your behalf and to bind you to these Terms. We may require you to provide additional information or documentation verifying your identity or demonstrating your Representative's authority. Without the express written consent of Cellm, you may not register or attempt to register for a Cellm Account on behalf of a user Cellm previously terminated from use of the Services due to a breach of this Agreement.

1.1.2. Account Security

You are responsible for safeguarding your account credentials (like passwords) and for all activities that occur under your account. You must notify Cellm immediately of any unauthorized use of your account. Cellm is not liable for any loss or damage arising from your failure to protect your account credentials.

1.1.3. Consent to Electronic Disclosures and Notices

By registering for a Cellm Account, you agree that such registration constitutes your electronic signature, and you consent to the electronic provision of all disclosures, notices, documents, and other communications from Cellm ("Notices"), including those required by law. You agree that your electronic consent has the same legal effect as a physical signature. You agree that Cellm can provide Notices to you through our website, or by emailing them to the email address you provided for your Cellm Account. You must maintain an accurate email address with us. Electronic Notices have the same meaning and effect as if we provided you with paper Notices.

1.2 Subscription Plans

Subject to the terms of this Agreement, Cellm shall use commercially reasonable efforts to provide you with the Services selected in your Subscription Plan. The Services may be available without an account, or with an account on a free or paid subscription basis. At the time of registration for an account requiring a subscription, you must select a plan detailing the specific Services to be provided, usage limits ("Scope of Use"), applicable fees, and payment terms (the "Subscription Plan").

1.3 Updates and Functionalities

You acknowledge that Cellm may update the Services from time to time, and such updates may result in changes in the appearance and/or functionality (including adding, modifying, or removing features or content). Cellm will provide reasonable notice if such changes materially decrease the core functionality of the Services for which you have a paid subscription. Without limiting the foregoing, Cellm may, in its sole discretion and upon reasonable notice where feasible, change the functionality associated with certain Subscription Plans, including potentially discontinuing Services offered on a free basis.

1.4 Permitted Uses

You are responsible for your own conduct and any data you process while using the Services. You agree to use the Services only for lawful purposes and in a manner consistent with these Terms, the Documentation, and any applicable rules, policies, and guidelines established by Cellm. You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations.

Misuse or unauthorized use of the Services, related systems, or networks, or any information available through them, is strictly prohibited. Cellm reserves the right, at its sole discretion, without liability and without prejudice to other remedies, to immediately suspend or terminate access by any user who is using, or who Cellm reasonably believes is using, the Services in violation of these Terms, particularly if such use poses a security risk, violates the law, or negatively impacts other users or the Services.

1.5 Prohibited Uses

Without limiting Section 1.4, you agree not to use the Services to: (i) engage in conduct that would constitute a criminal or quasi-criminal offence, give rise to civil liability, or otherwise violate any applicable local, national, or international law or regulation, or accepted Internet protocol; (ii) communicate, transmit, upload or post information that is illegal, inaccurate, incomplete, misleading, false, defamatory, or libellous; (iii) communicate, transmit, upload or post information or material that infringes intellectual property rights, privacy rights, rights of publicity, or any other rights of any person; (iv) communicate, transmit, upload or post material that is obscene, vulgar, pornographic, abusive, harassing, defamatory, threatening, racist, sexist, discriminatory, or otherwise objectionable; (v) attempt to interfere with or gain unauthorized access to the Services or its related systems or networks (including probing, scanning, or testing vulnerability); (vi) advertise, solicit or promote the sale or distribution of products or services competitive with Cellm, without Cellm's prior written consent; (vii) use or attempt to use the Services to gain unauthorized access to any person's data or network; (viii) transmit any material that contains software viruses, worms, Trojan horses, or other harmful or disruptive computer code, files, or programs; or (ix) otherwise use the Services in a manner that could, in Cellm's reasonable opinion, adversely affect the ability of other users to use the Services or the Internet.

1.6 Third-Party Products and Services

The Services may enable you to access, interact with, or purchase products or services provided by third parties, including via links from the Services ("Third-Party Services"). Cellm provides access to Third-Party Services only as a convenience. Such access does not imply any warranties, representations, endorsements, approvals, or verification by Cellm. You acknowledge that the use of Third-Party Services is governed solely by the terms and conditions between you and the third-party provider, and Cellm is not responsible for, and makes no representations regarding, such Third-Party Services. You use Third-Party Services at your own risk.

1.7 Access to Services

Subject to the terms and conditions of this Agreement and your compliance therewith, Cellm grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term in accordance with this Agreement, your applicable Subscription Plan (including the Scope of Use), and the Documentation. If Cellm offers client software (e.g., a desktop or mobile application) for any Service, you may use such software solely in connection with the authorized use of the Service, subject to the terms herein. You acknowledge that the Services are online, subscription-based products, and Cellm may modify them pursuant to Section 1.3.

1.8 Subscription Terms and Renewals

Services are provided on a subscription basis for the term specified in your Subscription Plan ("Subscription Term"). Unless otherwise specified in your Subscription Plan or cancelled by you in accordance with Section 7.2, your subscription will automatically renew for additional periods equal in duration to the initial Subscription Term. You will be charged the applicable subscription fees at the then-current rates (unless otherwise agreed) using the payment method on file. You may cancel your subscription renewal through your account settings prior to the renewal date. If you cancel, your subscription will terminate at the end of the then-current Subscription Term, and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination, except as required by law or expressly stated otherwise in this Agreement (e.g., Section 7.2).

If you change your Subscription Plan (e.g., upgrade or downgrade) mid-term, the change may take effect immediately or at the start of the next billing cycle, as specified during the change process. Prorated charges or credits may apply as described at the time of the change.

1.9 Your Data

"Your Data" means any data, content, code, software, text, images, video, or other materials of any type that you (or your users) upload, submit, or otherwise transmit to or through the Services. You retain all right, title, and interest in and to Your Data in the form provided to Cellm. Subject to the terms of this Agreement, you hereby grant Cellm and its authorized third-party service providers a worldwide, non-exclusive, royalty-free, sublicensable right and license to host, copy, transmit, display, modify, and create derivative works of Your Data, but only as reasonably necessary to provide, maintain, and improve the Services. Cellm may also access your account or instance solely to respond to your support requests or address technical issues.

1.10 Security

Cellm implements reasonable technical and organizational security measures designed to protect Your Data from accidental loss and unauthorized access, use, alteration, or disclosure. However, you understand that use of the Services involves transmission of Your Data over networks not owned, operated, or controlled by Cellm, and we are not responsible for any of Your Data lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers. You are responsible for configuring and using the Services securely.

1.11 Resource Limits

Your use of the Services is subject to the resource and rate limits specified in your Subscription Plan ("Scope of Use"). You may not attempt to bypass or exceed these limits. While we may offer some flexibility or attempt to contact you if limits are approached or exceeded, we reserve the right, if we deem action necessary due to your violation of these limits or this Agreement, or if we detect attempts to bypass limits, to: (1) throttle your usage or (2) suspend your access to the Services. We will generally provide notice before taking such action and allow a reasonable opportunity to resolve the issue, unless we determine in good faith that your actions endanger the operation of the Service, other users, or pose a security risk, in which case we may suspend access immediately without notice. Cellm has no liability for actions taken as described in this section. Cellm may impose new or modify existing resource limits with or without notice to you.

1.12 Duplicate Accounts

You may not create duplicate accounts for the purpose of circumventing usage limits, extending trial periods, or violating these Terms. If you require a trial extension, please contact our support team. Upon detection of duplicate accounts used in violation of this policy, we may suspend or terminate all associated accounts immediately without notice. Cellm has no liability for actions taken as described in this section.

1.13 Responsibility for Your Data

1.13.1 General

You must ensure that your use of the Services and all of Your Data complies at all times with these Terms and all applicable local, national, and international laws and regulations ("Laws"), including Data Protection Legislation (as defined in Section 12). You represent and warrant that: (i) you have obtained all necessary rights, releases, consents, and permissions to provide all Your Data to Cellm and to grant the rights granted to Cellm in this Agreement; and (ii) Your Data, its transfer to Cellm, and its use by Cellm as authorized by you under this Agreement do not violate any Laws (including those relating to export control, electronic communications, and data privacy) or rights of any third party (including intellectual property rights, privacy rights, or rights of publicity), and any use, collection, and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies or notices you provide to individuals. Cellm assumes no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it via the Services.

1.13.2 Sensitive Data and High-Risk Activities

You agree not to submit to the Services (or use the Services to collect or process): (i) any "special categories of personal data" under GDPR (Art. 9) or similar sensitive data under other Data Protection Legislation (e.g., health data, biometric data, racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, data concerning sex life or sexual orientation), unless expressly permitted by Cellm for a specific feature and subject to additional terms; (ii) any patient, medical, or other protected health information regulated by specific health data privacy laws (like HIPAA in the US), unless pursuant to a separate written agreement with Cellm specifically covering such use; (iii) any sensitive financial information like full credit card numbers (except where entered directly into a secure payment processor interface integrated with Cellm) or bank account details (other than for billing purposes as agreed); or (iv) any other information subject to specific, heightened regulation or protection under Laws where the Service is not designed or designated for such purpose (collectively, "Sensitive Data"). You acknowledge that Cellm is not intended for processing Sensitive Data unless explicitly agreed otherwise in writing, and Cellm has no liability under this Agreement for Sensitive Data processed in violation of this Section. The Services are not intended for use in high-risk activities where failure could lead to death, personal injury, or severe environmental damage.

1.13.3 Indemnity for Your Data

You will defend, indemnify, and hold harmless Cellm, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any third-party claim concerning Your Data, including but not limited to claims that Your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights or violates the privacy rights of a third party or violates applicable Law. This indemnification obligation is subject to Cellm: (i) promptly notifying you in writing of the claim; (ii) granting you sole control of the defense and settlement of the claim (provided you do not settle in a manner that admits liability or imposes obligations on Cellm without its prior written consent); and (iii) providing reasonable cooperation to you in the defense and settlement of the claim, at your expense.

1.13.4 Removals and Suspension

Cellm has no obligation to monitor Your Data. However, if we become aware of Your Data or your use of the Service violating this Agreement (including Section 1.5 or 1.13.2), applicable Law, or third-party rights, or in response to takedown requests (e.g., valid DMCA notices or equivalent), we may, without liability: (1) remove the relevant Your Data from the Services or (2) suspend your access to the Services. We will generally provide notice and an opportunity to cure, where feasible, but may act immediately without notice if we reasonably determine that the violation endangers the Service, other users, or poses a legal or security risk. We have no liability for actions taken as described in this section.

1.13.5 Data Retention and Deletion

We remove Your Data from our systems when you delete your account according to the procedures outlined in our Privacy Policy and subject to Section 12 (GDPR) and applicable Law. Typically, active data is removed promptly upon account deletion, while backups may be retained for a limited period (e.g., up to 90 days) for disaster recovery purposes before being permanently deleted. Cellm cannot recover Your Data once it has been permanently deleted.

2 Intellectual Property

2.1 Ownership of Cellm IP

Cellm and its licensors exclusively own all rights, title, and interest in and to the Services, the Documentation, and all underlying technology, software, algorithms, interfaces, know-how, trade secrets, patents, copyrights (including rights in derivative works), moral rights, trademarks, service marks, logos, designs, and any other intellectual property rights embodied therein or related thereto, whether registered or unregistered, including any copies, improvements, modifications, or updates (collectively, "Cellm IP"). Cellm IP is protected by copyright, trade secret, patent, and other intellectual property Laws. All rights in Cellm IP not expressly granted to you in this Agreement are reserved by Cellm and its licensors.

You may choose to, or we may invite you to, submit feedback, comments, suggestions, or ideas about improving the Service or our products ("Feedback"). By submitting Feedback, you agree that your submission is voluntary, unsolicited, and without restriction. Cellm is free to use such Feedback without any attribution, compensation, or obligation to you. You grant Cellm a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose with any attribution or compensation to you.

2.2 License Grant to You

Subject to your compliance with this Agreement, Cellm grants you the limited, non-exclusive, non-transferable, non-sublicensable license described in Section 1.7 to access and use the Cellm IP solely as necessary to use the Services in accordance with this Agreement during the applicable Subscription Term. We may make updates to the Cellm IP available, potentially requiring action from you (like accepting new terms) to use them. Cellm may revoke this license if you violate this Agreement.

You may not: (i) claim or register ownership of Cellm IP on your behalf or on behalf of others; (ii) sublicense any rights in Cellm IP granted by us; (iii) import or export any Cellm IP to a person or country in violation of any country's export control Laws; (iv) use Cellm IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

2.3 References to Our Relationship

During the term of this Agreement, you may publicly identify Cellm as the provider of the Services to you (e.g., in a customer list). Cellm may publicly identify you as a Cellm customer and may use your name and logo on our website and in promotional materials. If you prefer we do not use your name or logo, please contact us at legal@getcellm.com. Neither party will imply any untrue sponsorship, endorsement, or affiliation between the parties. Upon termination of this Agreement, both parties will cease such usage upon request.

2.4 Responsibility for Content Processed

You are solely responsible for ensuring you have all necessary rights, permissions, and licenses to process any text, data, images, code, or other content ("Content" which is part of "Your Data") using the Services, especially if such Content belongs to third parties or is subject to specific regulations. You agree to fully reimburse Cellm for all fees, fines, losses, claims, and other costs incurred by Cellm arising from your processing of illegal Content or Content that infringes the intellectual property, privacy, or other rights of others through the Services.

3. Billing and Payment

3.1 Payments

If you purchase a paid subscription, you agree to pay all applicable fees as specified in your Subscription Plan. You must provide Cellm (or its third-party payment processor) with a valid credit card or other approved payment instrument and authorize us to charge such payment instrument for the subscription fees periodically in advance (e.g., monthly or annually) according to your Subscription Plan. You authorize Cellm to retain and share your submitted payment information with financial institutions and payment processors to process your payments. All fees are non-refundable except as required by law or expressly stated in this Agreement. Fees are stated inclusive of VAT, which Cellm will be responsible for paying.

3.2 Account Changes and Cancellation

You may cancel your subscription or change your Subscription Plan through your account settings at any time. You will be charged the subscription fee set out in the Subscription Plan. Plan changes may result in prorated charges or credits as described during the change process. Cancellations take effect at the end of the current Subscription Term, and you will retain access until then. No refunds or credits are provided for partial subscription periods upon cancellation by you, except as mandated by law.

3.3 Late Payment

If amounts due under these Terms are not received by the due date set out in the Subscription Plan, Cellm may, without limiting other remedies: (i) charge interest on the overdue amount at the maximum rate permitted by Danish law (currently pursuant to the Danish Interest Act - Renteloven); (ii) suspend your access to the Services until payment is received in full; or (iii) terminate your subscription for material breach after providing a reasonable cure period as described in Section 7.2.

4 Support

Support for the Services is available as follows:

• General issues and community support: via GitHub Issues at https://github.com/getcellm/cellm
• Community discussion: via the Cellm Discord server at https://discord.com (link to your specific server if available)
• Paying subscribers: via email at support@getcellm.com, subject to the support levels associated with your Subscription Plan.

Support availability and response times may vary based on the nature of the request.

5 Privacy

Our Privacy Policy describes how we collect, use, and disclose personal information relating to your use of the Services and website. The Privacy Policy is incorporated by reference into these Terms. Please read it carefully.

6 Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Cellm's Confidential Information includes, but is not limited to, the Cellm IP, details about the Services' performance, security measures, future product plans, pricing, and business strategies. Your Confidential Information includes Your Data. Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure by the Discloser without breach of any obligation; (iii) is rightfully received from a third party without breach of any obligation; or (iv) was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient agrees to: (a) use the Discloser's Confidential Information solely for the purpose of exercising its rights or fulfilling its obligations under this Agreement; (b) protect the Confidential Information using the same degree of care it uses for its own similar information, but not less than reasonable care; and (c) not disclose the Confidential Information to any third party except its employees, contractors, and agents who have a need to know for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those herein. The Recipient may disclose Confidential Information if required by law, provided the Recipient gives the Discloser prompt prior notice (if legally permitted) and reasonable assistance to contest the disclosure.

7. Term and Termination

7.1 Term

This Agreement commences on the date you first register for, access, or use the Services and continues until your subscription expires or is terminated as set forth herein (the "Term").

7.2 Termination

• Termination by You: You may terminate this Agreement at any time by cancelling your subscription through your account settings and discontinuing use of the Services. Cancellation will be effective at the end of the then-current Subscription Term, subject to Section 1.8.
• Termination by Cellm for Cause: Cellm may terminate this Agreement or suspend your access to the Services immediately without notice if: (i) you materially breach any provision of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice thereof (unless the breach is incurable, such as a violation of Section 1.5 or infringement of Cellm IP, in which case termination may be immediate); (ii) you cease business operations, become insolvent, or become subject to bankruptcy or similar proceedings. Cellm may also suspend or terminate immediately if your use poses a security risk or may subject Cellm to liability.
• Termination by Cellm Without Cause: For paid subscriptions, Cellm may terminate this Agreement without cause by providing you with at least thirty (30) days prior written notice. In case of termination without cause by Cellm, you may be entitled to a pro-rata refund of any prepaid, unused fees for the remainder of the terminated Subscription Term.

7.3 Effects of Termination

Upon termination of these Terms for any reason: i) you shall immediately discontinue your use of the Services, ii) any rights and licenses granted to you under these Terms will terminate, and iii) you shall immediately pay to Cellm any amounts that are outstanding.

7.4 Survival

The following Sections will survive termination or expiration of this Agreement: 1.9 (Your Data ownership), 1.13.3 (Indemnity for Your Data), 2.1 (Ownership of Cellm IP), 2.4 (Responsibility for Content Processed), 3.1 (Payment obligations accrued), 3.3 (Late Payment), 5 (Privacy, as applicable), 6 (Confidentiality), 7.3 (Effects of Termination), 7.4 (Survival), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (User Indemnity), and 11 (General Provisions).

8 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CELLM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, CELLM DOES NOT WARRANT THAT: (I) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (III) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (IV) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.

CELLM FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY RELATED TO: (I) YOUR DATA OR ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES; (II) THIRD-PARTY SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR DATA; OR (IV) ANY DAMAGE TO YOUR SYSTEMS OR DATA RESULTING FROM YOUR USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS WARRANTIES OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW (SUCH AS STATUTORY WARRANTIES REGARDING CONFORMITY OF THE SERVICE FOR CONSUMERS, IF APPLICABLE).

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.

9 Limitation of Liability

9.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CELLM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES (EVEN IF CELLM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (V) BUGS, VIRUSES, OR SIMILAR HARMFUL CODE TRANSMITTED THROUGH THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.

9.2 Aggregate Liability Cap

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BY STATUTE, CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

9.3 Exclusions

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN SECTIONS 9.1 AND 9.2 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT SHALL NOT APPLY TO LIABILITY ARISING FROM: (I) CELLM'S GROSS NEGLIGENCE (GROFT UAGTSOMHED) OR WILLFUL MISCONDUCT (FORSÆT); (II) DEATH OR PERSONAL INJURY CAUSED BY CELLM'S NEGLIGENCE OR OMISSION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW (SUCH AS FRAUD).

9.4. Basis of Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES IN SECTION 8 AND THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE ESSENTIAL TERMS OF THIS AGREEMENT AND REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY GREATER IF CELLM WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.

10 User Indemnity

In addition to the indemnity provided in Section 1.13.3, you agree to defend, indemnify, and hold harmless Cellm, its affiliates, officers, directors, employees, and agents from and against any and all claims, actions, demands, losses, damages, liabilities, costs, and expenses (including without limitation reasonable legal and accounting fees) arising from or related to: i) your access to or use of the Services; (ii) your violation of these Terms; or (iii) your violation of any third-party right, including without limitation any intellectual property, privacy, publicity, or proprietary right, or obligation of confidentiality. Cellm will provide notice of any such claim and reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will use your best efforts to cooperate with Cellm in the defense of any claim.

11 General Provisions

11.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions.

11.2 Binding Agreement

You acknowledge that this Agreement constitutes a binding contract between you and Cellm, governing your use of the Services, even though it is electronic and may not be physically signed.

11.3 Dispute Resolution

• Arbitration: Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be governed by the laws of Denmark, excluding its conflict of laws rules. Such disputes shall be finally settled by arbitration in accordance with the Danish Arbitration Act (Voldgiftsloven). The place of arbitration shall be Copenhagen, Denmark. The language of the arbitration shall be Danish.
• Exceptions: Notwithstanding Section 11.3(a), either party may seek interim measures of protection, including injunctive or other equitable relief, from any court of competent jurisdiction, if deemed necessary to protect its rights or property pending the completion of arbitration. Furthermore, Cellm reserves the right to bring proceedings in the ordinary courts of Denmark (or other competent jurisdiction) regarding claims related to infringement or misappropriation of its intellectual property rights, or concerning interference with its technical operations or systems.
• Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CELLM AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND CELLM EACH WAIVE ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If this specific provision (c) is found to be unenforceable, then the entirety of Section 11.3(a) requiring arbitration shall be null and void, and the parties agree that the exclusive jurisdiction and venue described in Section 11.4 shall govern any action arising out of or related to this Agreement.

11.4 Jurisdiction and Venue

Subject to Section 11.3, if arbitration is found not to apply or if court proceedings are initiated under the exceptions in Section 11.3(b), the parties irrevocably agree that the courts of Copenhagen, Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. The parties submit to the exclusive jurisdiction of such courts.

11.5 Force Majeure

Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.

11.6 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Cellm's prior written consent. Any attempted assignment without such consent will be void. Cellm may freely assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

11.7 Notice

Cellm may communicate with you about the Services or these Terms, including any changes to these Terms, by email or by posting notices on the Site. Unless expressly prohibited by law, you consent to receive communications relating to the Services or our business relationship from Cellm electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You may provide legal notice to Cellm at legal@getcellm.com.

11.8 Nature of Relationship

Nothing in these Terms or from your use of the Services will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Cellm, even if your use of the Services is for a commercial purpose which has been authorized by us. You and Cellm will, at all times, be and remain independent contractors. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent.

11.9 Severability

The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.

11.10 Entire Agreement

These Terms, including the Privacy Policy and Subscription Plan, together with any changes published by Cellm on the website or otherwise communicated to you, constitute the entire agreement between you and Cellm governing your use of the Services.

11.11 Waiver

The failure by Cellm to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.

12 GDPR

The General Data Protection Regulation (GDPR) is a comprehensive set of regulations made by the European Union that dictates what companies like Cellm must do in order to properly protect our customers' data. These Terms act as a contract between Cellm and each customer, including you.

In GDPR terminology, we are the "Data Processor" and you (our customer) are the "Data Controller". "Data subjects" are any persons whose data your processing with the Services.

12.1 Data Processing Addendum

The following GDPR Data Processing Addendum (DPA) forms part of the Terms entered into by and between the Customer and Cellm. The purpose of this DPA is to reflect the parties' agreement with regard to the processing of personal data in accordance with the requirements of Data Protection Legislation as defined below. By using our Services, you agree to be bound to the full Terms, including the DPA.

In the course of providing the Services to the Customer in accordance with the Agreement, Cellm may process personal data on behalf of the Customer. Cellm agrees to comply with the following provisions with respect to any personal data submitted by or for the Customer to the Services or collected and processed by or for the Customer through the Services.

This DPA shall not replace or supersede any agreement or addendum relating to processing of personal data negotiated by Customer and referenced in the Agreement, and any such individually negotiated agreement or addendum shall apply instead of this DPA.

12.2 Scope and Duration

Cellm will act as a Data Processor to you by allowing you to register an account. This processing will continue from the time you create an account with us until you close the account. In order to prevent accidental loss of data, by default we retain a backup of data for up to 90 days after an account is closed. This backup is deleted after the account has been closed long enough to be sure you won't need to recover any of the data.

You may request at any time that we delete your personal that we use to provide you the Services by deleting your account. This data consists of your email address and two IDs: A unique user ID internal to our systems and your Stripe Customer ID. Please note that after the data has been deleted, it cannot be recovered. For more details, please see our Privacy Policy.

12.3 Obligation to Follow Instructions

As the Data Processor, we will only act according to your instructions unless required by law to act without such instructions.

12.4 Duty of Confidence

If a member of Cellm must access any of your data while performing their duties as a Data Processor, they are obligated to a duty of confidence.

12.5 Security of Processing

As the Data Processor, we are responsible for taking the appropriate measures to ensure the security of processing.

12.6 Data Subject Rights

We must provide any needed assistance to you in order to allow you to exercise your rights under the GDPR.

12.7 Assistance

We must assist you in meeting your GDPR obligations in relation to the security of processing, the notification of personal data breaches, and data protection impact assessments.

12.8 Sub-processors

Customer grants Cellm general written authorization to engage third-party sub-processors to Process Customer Personal Data in connection with the provision of the Services. Cellm maintains a list of its current sub-processors in our ,which shall be updated regularly.

12.8 Data Transfers

We process your personal exclusively within the European Economic Area (EEA) and will not transfer your personal data outside the EEA.