Company: Cell Technologies Inc. ("Cell Technologies," "we," "us," or "our") Platform: The Cell Technologies AI Pharma Intelligence Platform, including the Oracle, Delfi, and Terminal applications and related services (collectively, the "Platform") Effective date: July 1st 2026 Version: 1.0
By creating an account, accessing, or using the Platform, you ("you," "your," the "Customer," or the "User") agree to be bound by these Terms of Use and the Privacy Policy set out in Part B (together, the "Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you must not access or use the Platform.
The Platform provides artificial-intelligence–assisted tools for pharmaceutical, biotechnology, and life-sciences research and development, including but not limited to therapeutic opportunity analysis, clinical trial design support, regulatory documentation drafting, manufacturing process documentation, and related intelligence features. The Platform generates content using large language models and other automated systems (collectively, "AI-Generated Output").
3.1 Informational and decision-support purposes only. All AI-Generated Output is provided solely for informational and decision-support purposes. It does not constitute, and must not be relied upon as, regulatory, legal, medical, clinical, scientific, manufacturing, or professional advice of any kind.
3.2 No substitute for professional judgment. The Platform is a tool to assist qualified professionals. It is not a substitute for the independent judgment of appropriately qualified regulatory, clinical, scientific, medical, legal, or manufacturing professionals. You are solely responsible for the review, validation, and use of any AI-Generated Output.
3.3 Possibility of error. AI systems can and do produce output that is inaccurate, incomplete, outdated, misleading, or wholly incorrect ("hallucinations"), even when the output appears authoritative, specific, or well-cited. Automated auditing and quality controls reduce but do not eliminate this risk. You must independently verify all AI-Generated Output — including but not limited to risk ratings, regulatory references and citations, statistical calculations, dosing or manufacturing parameters, clinical recommendations, and any factual claims — against primary sources and qualified professional judgment before relying on it or making any decision.
3.4 No patient care or clinical decision-making. The Platform is not a medical device and is not intended for use in the diagnosis, treatment, cure, or prevention of any disease or condition in any individual patient. AI-Generated Output must never be used as the basis for any decision affecting the care, treatment, or safety of any individual patient or research subject.
3.5 Regulatory submissions. Any content intended for submission to a regulatory authority (including but not limited to the FDA, EMA, Health Canada, NMPA, or any other body) remains your sole responsibility. You are responsible for ensuring that any such content is accurate, complete, compliant, and independently verified prior to submission.
4.1 You must be at least 18 years old and legally capable of entering into a binding contract to use the Platform.
4.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account.
4.3 You agree to provide accurate, current, and complete information during registration and to keep it updated.
4.4 Multi-tenant isolation. Each Customer organization's data is logically isolated from other organizations. You must not attempt to access, and represent that you will not access, any data belonging to another organization.
You agree that you will not, and will not permit any User to:
(a) use the Platform for any unlawful purpose or in violation of any applicable law or regulation, including export-control, sanctions, and data-protection laws;
(b) attempt to use the Platform to develop, design, synthesize, or acquire biological, chemical, nuclear, or radiological weapons or their precursors, or any other weapon, or to cause harm to any person;
(c) input into the Platform any information you are not authorized to disclose, including another party's confidential information or personal data, without proper authorization;
(d) attempt to reverse engineer, decompile, extract the underlying models of, or circumvent any security or access controls of the Platform;
(e) attempt to identify the specific third-party model provider(s) underlying the Platform, or to use the Platform to train or improve any competing artificial-intelligence model;
(f) resell, sublicense, or provide access to the Platform to any third party except as expressly permitted in writing;
(g) upload or transmit malware, or interfere with or disrupt the integrity or performance of the Platform;
(h) use the Platform to generate content that is unlawful, harmful, harassing, defamatory, or that infringes any third party's intellectual property or other rights; or
(i) use automated means to access the Platform in a manner that exceeds reasonable use or that is intended to circumvent usage metering or billing.
6.1 Your content. "Customer Content" means the inputs you submit to the Platform and the AI-Generated Output produced from those inputs for your organization. As between you and us, you retain all rights you hold in your inputs.
6.2 License to operate. You grant us a limited license to process Customer Content solely to provide, maintain, secure, and improve the Platform and to comply with law.
6.3 Responsibility for content. You represent that you have all necessary rights to submit your inputs and that your inputs and use of the Platform do not violate these Terms or any applicable law.
6.4 Third-party AI processing. You acknowledge that the Platform relies on one or more third-party artificial-intelligence service providers to process inputs and generate output, and that Customer Content is transmitted to and processed by such providers subject to their respective terms and data-handling practices.
7.1 Fees. Access to the Platform is provided on a subscription basis and/or a usage-metered basis as described at the point of sale or in your order. Current pricing may include a per-seat subscription fee and/or usage-based charges calculated from your consumption of the Platform.
7.2 Usage metering. The Platform meters your usage for billing purposes. You authorize us and our payment processor to charge your designated payment method for all applicable fees.
7.3 Trials and promotional pricing. Free trials, pilot pricing, and promotional discounts, if offered, apply only for the stated period and on the stated terms, after which standard fees apply unless you cancel.
7.4 Taxes. Fees are exclusive of taxes, which are your responsibility except for taxes on our net income.
7.5 Non-payment. We may suspend or restrict access for non-payment, including automatically pausing generation where a subscription is not in good standing.
7.6 Payment processing. Payments are processed by a third-party payment processor ([e.g., Stripe]). Your use of payment features is subject to the processor's terms. We do not store full payment card numbers on our systems.
8.1 The Platform, including its software, design, and underlying technology (excluding Customer Content and third-party components), is owned by us and our licensors and is protected by intellectual-property laws. Except for the limited right to use the Platform under these Terms, no rights are granted to you.
8.2 As between the parties and to the extent permitted by law, you own the AI-Generated Output produced for your organization, subject to the disclaimers in Section 3 and the rights of third-party model providers in their underlying models. You are responsible for determining whether any AI-Generated Output is suitable and lawful for your intended use.
Each party agrees to protect the other's confidential information with reasonable care and to use it only as necessary to perform under these Terms. This Section does not limit our processing of Customer Content as described in these Terms and the Privacy Policy.
10.1 THE PLATFORM AND ALL AI-GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
10.2 WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE.
10.3 You acknowledge that you are a sophisticated party operating in a regulated industry and that you assume full responsibility for verifying and validating all AI-Generated Output.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 The limitations in this Section apply regardless of the theory of liability and reflect an agreed allocation of risk. [Some jurisdictions do not allow certain limitations; counsel to confirm carve-outs and enforceability.]
You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of (a) your use of the Platform, (b) your Customer Content, (c) your violation of these Terms, or (d) your reliance on or use of any AI-Generated Output, including any regulatory, clinical, or commercial decision made on the basis of such output.
13.1 We may suspend, deactivate, or terminate your access for breach of these Terms, non-payment, suspected unlawful or harmful use, or as required by law.
13.2 You may stop using the Platform at any time. Termination does not relieve you of obligations to pay fees accrued prior to termination.
13.3 Upon termination, your right to access the Platform ceases. We will handle any retained data in accordance with the Privacy Policy and applicable law.
We may modify the Platform or these Terms from time to time. Material changes to these Terms will be communicated through the Platform or by other reasonable means, and your continued use after the effective date constitutes acceptance. If you do not agree to the changes, you must stop using the Platform.
15.1 Governing law. These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Cell Technologies is incorporated in the State of Delaware; the parties agree that, notwithstanding the place of incorporation, these Terms and any dispute arising out of or relating to them or the Platform are governed by California law.
15.2 Informal resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute informally by written notice to the other party describing the dispute, for a period of at least thirty (30) days.
15.3 Binding arbitration. Except as provided in Section 15.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator, seated in Orange County, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
15.4 Venue for court proceedings. To the extent any dispute is not subject to arbitration, or for any action to compel arbitration or enforce an arbitration award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, and waive any objection to such venue.
15.5 Exceptions. Notwithstanding the foregoing, either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and (b) bring an individual action in small-claims court.
15.6 Waiver of class proceedings. To the maximum extent permitted by law, the parties agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, collective, or representative action
16.1 These Terms constitute the entire agreement between you and us regarding the Platform and supersede prior agreements on that subject.
16.2 If any provision is held unenforceable, the remaining provisions remain in effect.
16.3 Our failure to enforce any provision is not a waiver.
16.4 You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
16.5 Notices to us should be sent to Info@celltechnologies.net / 2 Park Plaza, Suite 850, Irvine, California 92614.
This Privacy Policy explains how we collect, use, disclose, and protect information in connection with the Platform. It applies to Customers and Users of the Platform. [If you have consumer-facing or website visitors covered separately, note that here.]
2.1 Account information. Name, business email address, organization name, role, and authentication credentials (passwords are stored only in hashed form by our authentication provider).
2.2 Customer Content. The inputs you submit to the Platform and the AI-Generated Output produced for your organization, including any program, trial, regulatory, or manufacturing information you choose to enter.
2.3 Usage and technical data. Metadata about your use of the Platform, including generation events, token/usage counts for billing, timestamps, application used (Oracle/Delfi/Terminal), model identifiers, and similar operational data.
2.4 Billing information. Billing is processed by our third-party payment processor. We receive limited billing metadata (such as subscription status) but do not store full payment card numbers.
2.5 We do not intentionally collect special categories of personal data or individual patient health information, and you agree not to submit identifiable patient data to the Platform unless expressly agreed in writing and covered by an appropriate data-processing agreement.
We use information to:
(a) provide, operate, secure, and maintain the Platform; (b) authenticate users and enforce access and organizational isolation; (c) meter usage and process billing; (d) provide support and communicate with you about the Platform; (e) monitor, analyze, and improve the reliability, safety, and performance of the Platform; and (f) comply with legal obligations and enforce our Terms.
The Platform transmits inputs to one or more third-party artificial-intelligence service providers to generate output. These providers process the transmitted content to return results. We select providers that offer commercially reasonable data-protection commitments, including, where applicable, commitments not to train their models on data submitted through their APIs.
We do not sell personal information. We share information only:
(a) with service providers who process data on our behalf (e.g., cloud hosting, database, authentication, payment processing, and AI providers), under appropriate confidentiality and data-protection obligations; (b) as required by law, legal process, or to protect rights, safety, and security; and (c) in connection with a merger, acquisition, or sale of assets, subject to this Policy.
The Platform uses cloud infrastructure that may store or process data in the United States of America. Where data is transferred across borders, we rely on appropriate safeguards as required by applicable law.
7.1 General principle. We retain personal information and Customer Content only for as long as reasonably necessary to fulfill the purposes for which it was collected, to provide the Platform, to comply with our legal, regulatory, tax, accounting, and contractual obligations, to resolve disputes, and to enforce our agreements. Consistent with the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), we do not retain personal information for longer than is reasonably necessary for each disclosed purpose. 7.2 Category-specific retention. Our current retention periods are:
Account information (name, business email, organization, role): retained for the duration of the account relationship and for twenty-four (24) months after account closure, to support reactivation, security, audit, and legitimate business needs, after which it is deleted or de-identified. Customer Content (inputs and AI-Generated Output): retained for the duration of the account relationship. Following account closure or deactivation, Customer Content is retained for up to ninety (90) days to allow reactivation and data export, after which it is deleted or de-identified, unless a longer period is required by law or a separate written agreement. Usage and billing records (generation events, usage/token counts, invoices, subscription history): retained for seven (7) years to satisfy tax, accounting, and audit obligations. Security and system logs: retained for twelve (12) months for security, fraud-prevention, and operational integrity purposes. Support communications: retained for twenty-four (24) months following resolution.
7.3 Deletion requests. Subject to Section 9 (Your Rights) and applicable law, you may request deletion of personal information. We will honor verifiable deletion requests except where retention is permitted or required (for example, to complete a transaction, comply with a legal obligation, detect security incidents, or exercise or defend legal claims), consistent with CCPA/CPRA exceptions.
7.4 De-identification. Where we retain data beyond the periods above for analytical or operational purposes, we take reasonable steps to de-identify or aggregate it so it no longer reasonably identifies any individual.
We implement technical and organizational measures designed to protect information, including authentication controls, encryption in transit, logical multi-tenant isolation enforced at the database layer, and restricted access to production systems. No system is perfectly secure, and we cannot guarantee absolute security.
Depending on your jurisdiction, you may have rights to know, access, correct, delete, and port your personal information, and to restrict or object to certain processing. California residents (CCPA/CPRA). If you are a California resident, you have the right to: (a) know the categories and specific pieces of personal information we collect, use, and disclose; (b) request deletion of your personal information; (c) request correction of inaccurate personal information; (d) opt out of any "sale" or "sharing" of personal information (we do not sell or share personal information as those terms are defined under the CCPA/CPRA); and (e) not be discriminated against for exercising these rights. We do not use or disclose sensitive personal information beyond the purposes permitted under the CCPA/CPRA. To exercise these rights, contact us at info@celltechnologies.net; we will verify your request as required by law and respond within the statutory timeframe.
We recognize that Customer Content in this industry is often highly confidential and commercially sensitive. We treat Customer Content as confidential and restrict access to personnel and service providers with a need to access it to operate the Platform.
The Platform is a business tool not directed to individuals under 18, and we do not knowingly collect personal data from children.
We may update this Privacy Policy from time to time. Material changes will be communicated through the Platform or by other reasonable means, with the updated effective date shown above.
Questions about these Terms or this Privacy Policy may be directed to: LEGAL DEPARTMENT INFO@CELLTECHNOLOGIES.NET 2 Park Plaza, Suite 850, Irvine, California 92614