Cellibus AI – Software as a Service (SaaS) and Related Services Agreement
This
Software as a Service (SaaS) and Related Services Agreement
(hereinafter the "Agreement") is made and entered into by and between:
1️⃣
Client
: The person or entity identified on the order form or in Cellibus AI’s platform who intends to use the SaaS Product for their business operations (“Client”).
2️⃣
Cellibus AI
: Cellibus LLC (or Cellibus AI) with registered address at 100 Horizon Ctr., Blvd, Hamilton, NJ 08901 ("Provider" or “Cellibus AI”).
WHEREAS, Cellibus AI is in the business of developing, maintaining, and providing SaaS products and services;
WHEREAS, the Client desires to utilize Cellibus AI’s SaaS Product for its business operations;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
Customer
: End users or customers that interact with the Client’s business via the SaaS Product.
Confidential Information
: Non-public information disclosed by either party in connection with this Agreement.
Data
: Information input, uploaded, or submitted by the Client or Users.
Intellectual Property Rights
: All related IP rights in any part of the world.
SaaS Product
: The proprietary cloud-based software provided by Cellibus AI.
Services
: The SaaS Product and any related support or professional services offered by Cellibus AI.
User
: Any employee, contractor, or agent of the Client authorized to use the SaaS Product.
✅ Cellibus AI grants the Client a limited, non-exclusive, non-transferable license to access and use the SaaS Product for internal business purposes.
✅ Cellibus AI shall use commercially reasonable efforts to ensure the availability, security, and performance of the SaaS Product.
✅ Cellibus AI shall provide updates and enhancements to the SaaS Product as they become generally available.
✅ Cellibus AI will implement reasonable technical and organizational measures to protect Client Data and Confidential Information.
✅ Provide accurate and complete information for the provision of Services.
✅ Ensure Users comply with applicable laws and this Agreement.
✅ Maintain confidentiality of login credentials and promptly notify Cellibus AI of any unauthorized access.
✅ Maintain necessary hardware, software, and connectivity to access the SaaS Product.
✅ Not:
Modify, reverse engineer, or decompile the SaaS Product.Resell or sublicense the SaaS Product to third parties.Use the SaaS Product for anything other than internal business purposes.
✅ Client shall pay the fees specified in the order form.
✅ Payments are due within 30 days of the invoice date. For Recurring Payments Client agrees to monthly credit card debit of the monthly recurring subscription charge and and any approriate usage fees due
✅ Cellibus AI reserves the right to suspend Services in case of late payment.
✅ This Agreement renews annually unless terminated with 90 days’ notice prior to renewal.
✅ Both parties agree to comply with applicable data protection laws.
✅ Client consents to Cellibus AI processing customer data (including via third parties) as necessary for providing the Services.
✅ Anonymized data may be used for analytics and product improvement.
✅ Cellibus AI retains all rights to the SaaS Product.
✅ Client may use the SaaS Product only as authorized in this Agreement.
✅ Client grants Cellibus AI the right to use Client branding or Materials in the context of the platform.
✅ Client warrants it has the authority to enter this Agreement and will use the SaaS Product in compliance with laws.
✅ EXCEPT AS EXPRESSLY PROVIDED, THE SAAS PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTIES.
✅ Each party agrees to indemnify the other for losses arising from breaches of this Agreement or applicable laws.
✅ Neither party shall be liable for indirect, incidental, or consequential damages.
✅ Total liability is limited to fees paid by the Client in the 12 months prior to the claim.
✅ Both parties agree to maintain confidentiality for any sensitive information shared under this Agreement.
✅ This Agreement may be terminated by either party with 90 days’ written notice prior to renewal.
✅ Cellibus AI may terminate immediately in case of breach of data protection, material breaches, or insolvency events.
✅ Neither party shall be liable for delays caused by events outside their reasonable control (e.g., natural disasters, wars, labor disputes).
✅ This Agreement shall be governed by the laws of [Your jurisdiction; e.g., New Jersey, USA].
✅ Disputes will be resolved via good-faith negotiation and, if needed, arbitration.
✅ This Agreement is the entire understanding between the parties and supersedes previous communications.
✅ Any amendments require a written agreement signed by both parties.
Cellibus AI: [Your email address here]Client: As provided on the order form or account profile
Effective Date:
April 1, 2025
Welcome to
Cellibus AI
(“we”, “us”, “our”). By accessing or using our website (
) and services, you agree to comply with and be bound by these Terms of Use.
Cellibus AI provides voice AI automation services designed to help businesses improve customer engagement and streamline appointment scheduling.
You agree to:
✅ Provide accurate information
✅ Use our services only for lawful purposes
✅ Not attempt to gain unauthorized access to our systems
✅ Not reproduce, distribute, or modify our services without permission
If you subscribe to our paid services, you agree to pay all fees as described in your selected plan. Failure to pay may result in service suspension.
We do not offer refunds for subscription or service fees once paid, except where required by law. If you have concerns about your billing, please contact us to discuss.
All content and technology on our website and services are the property of Cellibus AI. You may not use our trademarks, logos, or copyrighted materials without our written consent.
Your use of our services is also governed by our
Privacy Policy
.
We provide our services “as is” without warranties of any kind. We will not be liable for any indirect, incidental, or consequential damages arising from your use of our services.
We reserve the right to suspend or terminate your access if you violate these terms.
These Terms are governed by the laws of the State of New Jersey. All disputes arising from or relating to these Terms shall be exclusively resolved in the courts located in
Trenton, NJ
.
We may update these Terms from time to time. Continued use of our services indicates your acceptance of the new Terms.
If you have questions about these Terms, please contact us at:
Cellibus AI
100 Horizon Center, Hamilton, NJ 08901
Tel: 609-379-3907