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Terms of Service

Effective Date: March 22, 2026 Last Updated: July 17, 2026

1. Acceptance of Terms

Welcome to CellCog AI ("CellCog", "we", "our", or "us"). These Terms of Service ("Terms") govern your access to and use of our AI super-agent platform available at cellcog.ai, including our web application, desktop application (CellCog Desktop), APIs, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

CellCog provides an AI super-agent platform that enables users to:

  • Interact with AI agents for research, content creation, coding, data analysis, and other tasks through chat-based interfaces.
  • Generate multimodal content including text, images, videos, audio, documents, presentations, and interactive web applications.
  • Connect third-party services (email, calendar, project management, CRM, etc.) via integrations and workflows.
  • Create and manage organizational knowledge bases, projects, and agent roles.
  • Store and manage files in a personal Drive with version-controlled infrastructure.
  • Optionally connect a personal computer via the CellCog Desktop app ("Cowork on my PC") to allow AI agents to execute commands and access files on the user's local machine.
  • Create AI Employees — standing, scheduled AI agents that work on your behalf, with their own email address and the ability to send email and take actions autonomously across work sessions. AI Employees act as your agent: you are responsible for their emails and actions, every email they send identifies you as the accountable human supervisor, and you must comply with anti-spam and privacy laws when directing their outreach (see Section 9).
  • Share content through Posts with the CellCog community.

The Service may evolve over time. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice for material changes.

3. Account Registration and Eligibility

  • Age Requirement: You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service.
  • Accurate Information: You must provide accurate, current, and complete information during registration and keep your account information up to date.
  • Account Security: You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately at support@cellcog.ai if you become aware of any unauthorized use.
  • One Account Per Person: Each individual may maintain only one personal account. Organization accounts are managed separately.
  • Account Termination: We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or if your account is inactive for an extended period, with prior notice where practicable.

4. Subscription Plans, Credits, and Billing

4.1 Plans and Pricing

CellCog offers tiered subscription plans with varying credit allocations and Drive storage. Current pricing is displayed on the billing page within your account. We reserve the right to modify pricing with at least 30 days' notice before your next billing cycle.

4.2 Credits

AI operations consume credits. Subscription credits are granted each billing cycle and remain valid for 60 days after the billing period ends, giving you additional time to use them. Purchased top-up credits expire 12 months from the date of purchase. Bonus credits earned through referrals or promotions are subject to their specific terms. Credit consumption varies based on the complexity and type of operation (e.g., text generation, image creation, video production, deep research).

4.3 Billing and Payments

  • Payments are processed securely through Stripe. By subscribing, you authorize recurring charges at the applicable rate.
  • Subscriptions automatically renew at the end of each billing period (monthly or yearly) unless you cancel before the renewal date.
  • Upgrades are prorated; downgrades take effect at the next billing cycle.
  • If a payment fails, you will receive notification and a grace period to update your payment method. Continued non-payment may result in service suspension.

4.4 Cancellation and Refunds

You may cancel your subscription at any time through your account billing page. Upon cancellation:

  • You retain access to the Service and your subscription credits until the end of your current billing period.
  • Subscription credits remain valid for 60 days after the billing period ends, giving you additional time to use any remaining credits. After this 60-day window, unused subscription credits expire and are not transferable or redeemable for cash.
  • No refunds are issued for subscription fees already charged, including automatic renewals. It is your responsibility to cancel before the renewal date if you do not wish to continue.

All payments made to CellCog are final and non-refundable, including but not limited to subscription fees, automatic renewal charges, and credit top-up purchases. Credits consumed during AI operations are non-refundable regardless of output quality or satisfaction. Unused subscription credits expire 60 days after the billing period ends and are not eligible for refund, credit, or transfer.

4.5 Credit Consumption Risk

CellCog uses premium AI models to deliver state-of-the-art results. By purchasing credits or subscribing to a plan, you acknowledge and accept that:

  • Unpredictable Consumption: Credit consumption varies dramatically based on task complexity, AI model performance, number of iterations required, and other factors. We do not and cannot provide reliable cost estimates per task.
  • No Guaranteed Output: Spending credits does not guarantee a usable, accurate, or satisfactory output. AI models may produce errors, hallucinations, or results that do not meet your expectations.
  • Industry-Wide Limitation: This unpredictability is an inherent characteristic of current AI technology and is not specific to CellCog. You may spend significant time and money without receiving the output you intended.
  • Non-Refundable: Credits consumed during AI operations are non-refundable, regardless of output quality. Subscription credits expire 60 days after the billing period ends. Top-up credits expire 12 months from purchase.

4.6 Promotional and Complimentary Credits

CellCog may from time to time grant promotional or complimentary credits, including free starter credits at account creation and limited-time promotional offers. The following terms apply to all such grants (including grants made under offers that have since been discontinued):

  • No cash value. Promotional, starter, and bonus credits have no cash value, are non-transferable, and are not redeemable or refundable.
  • Expiry. Promotional and bonus credits expire 12 months from the date of grant unless otherwise stated at the time of the grant. Where applicable, bonus credits are consumed after purchased credits.
  • One grant per customer. Starter credits and promotional offers are limited to one per person and per organization. Creating, registering, or using additional or duplicate accounts (including with different email addresses or payment methods) to claim starter credits or a promotional offer more than once is a material violation of these Terms. CellCog may revoke credits obtained through duplicate accounts and may suspend accounts engaged in systematic abuse.
  • Verification. CellCog may use payment-method and account signals (such as payment card fingerprints) to verify eligibility and detect duplicate claims. Flagged claims may be reviewed before credits are granted or retained.
  • Changes. Promotional grants may be modified or discontinued at any time, and their availability does not create an entitlement for existing customers or future accounts.
  • Referral credits. Credits earned through the CellCog referral program are separate and remain governed by the referral program's own terms.

5. Acceptable Use Policy

You agree not to use the Service to:

  • Generate, distribute, or store content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable.
  • Generate malware, exploits, phishing content, or any material intended to compromise computer systems or networks.
  • Produce content that infringes on any third party's intellectual property, privacy, or other rights.
  • Attempt to circumvent AI safety measures, content filters, rate limits, or other protective mechanisms.
  • Engage in automated scraping, systematic data extraction, or use the Service as input for competing AI systems without authorization.
  • Impersonate any person or entity, or misrepresent your affiliation.
  • Use the Service for high-risk applications (medical diagnosis, legal advice, financial trading decisions) without appropriate human oversight and professional validation.
  • Use an AI Employee (or any agent) to send spam, unsolicited bulk email, or messaging that violates anti-spam laws (e.g., CAN-SPAM, CASL, GDPR/e-Privacy), or to harass, deceive, or impersonate any person.
  • Direct an AI Employee to contact individuals you have no lawful basis to contact, or to ignore opt-out or unsubscribe requests.
  • Configure an AI Employee to conceal that it is an AI agent, or to remove or falsify the human-supervisor disclosure shown on its emails.
  • Upload, download, store, or share content that infringes upon copyright, trademark, or other intellectual property rights of any third party.
  • Interfere with or disrupt the Service, servers, or networks connected to the Service.
  • Violate any applicable law, regulation, or export control.

We reserve the right to investigate violations and take appropriate action, including content removal, account suspension or termination, and reporting to law enforcement where required.

6. AI-Generated Content

6.1 Ownership

You retain ownership of the content you provide to the Service ("Inputs"). Subject to these Terms and applicable law, you own the outputs generated by the Service based on your Inputs ("Outputs"), to the extent permitted by applicable intellectual property law. You grant CellCog a non-exclusive, worldwide, royalty-free license to use your Inputs and Outputs solely for the purpose of providing, maintaining, and improving the Service.

6.2 Limitations and Disclaimer

  • No Guarantee of Accuracy: AI-generated content may contain errors, inaccuracies, or "hallucinations." You are solely responsible for reviewing, validating, and fact-checking all Outputs before relying on or distributing them.
  • No Professional Advice: Outputs do not constitute professional, legal, medical, financial, or other specialized advice. Always consult qualified professionals for critical decisions.
  • Non-Uniqueness: Due to the nature of AI models, similar or identical Outputs may be generated for different users providing similar Inputs.
  • Third-Party IP: You are responsible for ensuring your use of Outputs does not infringe on third-party intellectual property rights.
  • AI Agent Actions: AI agents may misunderstand requirements, produce incorrect results, or take unintended actions. AI Employees may additionally act autonomously and send communications on your behalf without per-action approval — see Section 9. You bear responsibility for reviewing all agent work products and actions, and for the communications and actions of your AI Employees, before relying on them.

6.3 Content Shared via Posts

When you share content publicly through CellCog Posts, you grant CellCog and other users a non-exclusive license to view, share, and interact with that content on the platform. You may remove shared content at any time by deleting the post.

6.4 Avatars, Voice Cloning, and Digital Replicas

CellCog allows you to create digital avatars with reference images, cloned voices, and personality profiles. By using avatar features, you represent, warrant, and agree that:

  • Likeness Rights: You have all necessary rights, licenses, and consents to use any images, audio recordings, or other content you upload for avatar creation.
  • Third-Party Consent: If any uploaded content depicts or contains the likeness, voice, or other identifying characteristics of a real person (other than yourself), you have obtained that person's explicit, informed, written consent for the creation of a digital replica, voice cloning, and all intended uses.
  • Legal Compliance: You will comply with all applicable laws regarding digital replicas, voice cloning, and right of publicity, including but not limited to the Federal AI Voice Act, state right of publicity statutes, and international regulations.
  • Prohibited Uses: You will not use avatar features to create non-consensual intimate imagery, defamatory content, impersonations intended to deceive, or any content that violates the rights of any person.
  • No Verification by CellCog: CellCog is not responsible for verifying that you have obtained the necessary consents. You are solely liable for any claims arising from your use of avatar features.
  • Enforcement: CellCog may remove avatars or suspend avatar features if we have reason to believe they were created without proper consent or in violation of applicable law.

7. Drive — File Storage

CellCog Drive provides personal cloud file storage that is deeply integrated with AI agents. By using Drive, you acknowledge and agree to the following:

7.1 User Responsibility

You accept full responsibility for all files you upload, download, or store in Drive. CellCog does not review, screen, or endorse any content stored in Drive. You are responsible for ensuring your content complies with applicable laws and these Terms. You will not upload, download, store, or share any content that infringes upon the copyright, trademark, or other intellectual property rights of any third party.

7.2 AI Agent Access to Drive

Drive is a sophisticated piece of infrastructure where AI agents can access, create, modify, and manage your files as part of normal Service operations (e.g., saving generated reports, images, videos, or other artifacts). This deep integration enables powerful workflows but carries inherent risks:

  • AI agents may accidentally overwrite, modify, or delete files while performing requested tasks.
  • Miscommunication between you and the AI agent — or the agent misunderstanding your requirements — may lead to unintended file modifications or data loss.
  • While we implement safeguards (such as trash retention and version history), no system is infallible.

CellCog is not responsible for data loss, file corruption, or unintended modifications resulting from AI agent operations on your Drive. You are responsible for maintaining independent backups of critical data.

7.3 Data Recovery

⚠️ Important — Act Quickly in Case of Data Loss: Drive is managed using Git-based version control protocols. If you notice any loss of data, missing files, or unintended changes in your Drive, you should immediately contact support at support@cellcog.ai. Our team can help you locate and recover lost data using the version history.

Time is critical. The sooner you report an issue, the higher the chance of successful recovery. If you wait more than a few days, recovery may become significantly harder or the loss may become permanent. We strongly recommend contacting support within 24 hours of noticing any data loss.

7.4 Content Security and Privacy

Content you store in Drive is protected and shared with others only when you explicitly authorize it (e.g., through organization sharing or public posts). CellCog may access your content only: (i) as necessary to provide the Service; (ii) as otherwise permitted by these Terms; (iii) as required by law, regulation, or order; and/or (iv) to respond to an emergency.

7.5 Storage Limits

Drive storage is allocated based on your subscription plan. We may take action on accounts that exceed storage limits, including restricting uploads until storage is freed. Deleted files are moved to Trash and automatically purged after 30 days.

7.6 Prohibited Content

You agree not to upload, download, or store any of the following in Drive:

  • Content that is illegal, harmful, threatening, abusive, harassing, defamatory, or obscene.
  • Child sexual abuse material or any content that exploits minors.
  • Malware, viruses, or other harmful code that may damage systems.
  • Spam, fraudulent materials, or phishing content.
  • Content that violates others' privacy or confidentiality rights.
  • Any content that violates applicable laws and regulations.

8. Desktop App — Cowork on my PC

The CellCog Desktop app ("Cowork on my PC") allows AI agents to execute commands and access files on your personal computer. This is a powerful feature that provides significant productivity benefits but also carries inherent risks. By using this feature, you acknowledge and agree to the following:

8.1 Consent and Control

  • Explicit Consent: The desktop app only operates when you download, install, sign in, and explicitly enable it for a specific chat session. No access to your machine occurs without your affirmative action.
  • Command Approval: All commands initiated by AI agents are subject to your review and approval before execution, unless you have configured auto-approval settings. You are responsible for reviewing and understanding commands before approving them.
  • Auto-Approve Settings: CellCog provides granular auto-approval controls (read/write inside working directory, read/write outside working directory, and terminal execution). You may configure these settings based on your comfort level and risk tolerance.
  • Human-in-the-Loop Monitoring: CellCog provides a command review panel that shows you the full details of every operation the AI agent wants to perform on your machine, including threat level assessment, command summary, and exact command text.

8.2 Risks and Limitations

⚠️ Important — Risks of Cowork: Despite the controls and safeguards CellCog provides, using Cowork carries inherent risks that you must understand and accept:

  • Data Loss from Agent Errors: AI agents may accidentally overwrite, delete, or corrupt files on your machine. Agents may misinterpret file structures, dependencies, or configurations, leading to unintended modifications.
  • Miscommunication: AI agents may misunderstand your requirements or intent. Ambiguous instructions, incomplete context, or complex project structures can lead to agents taking actions you did not intend. This is especially true for complex codebases where a single misunderstood change can have cascading effects.
  • Auto-Approve Risks: If you enable auto-approval settings (especially for write and execute operations), commands will run on your machine without your explicit review. You assume full responsibility for all actions taken under auto-approve settings.
  • System Instability: Commands executed through Cowork may affect your system's stability, running processes, or development environment.

8.3 Your Responsibilities

  • Backups: You are responsible for maintaining regular backups of your data, code, and files before using Cowork. We strongly recommend using version control (e.g., Git) for all code projects and maintaining separate backups of critical data.
  • Review Before Approval: You should carefully review each command before approving it, especially terminal commands and file modifications. If you do not understand a command, deny it and ask the agent for clarification.
  • Working Directory: Set an appropriate working directory for each chat session to limit the scope of agent operations.
  • Gradual Trust: We recommend starting with conservative auto-approve settings and gradually expanding them as you become comfortable with the agent's behavior in your specific environment.

8.4 Scope of Access and Security

  • The app requests only the permissions necessary to perform the tasks you direct. Certain sensitive paths (e.g., SSH keys, credential files) are automatically blocked for security.
  • Command output is sanitized — credentials and secrets are automatically redacted.
  • Data in transit between your machine and CellCog servers is encrypted (TLS).
  • File contents accessed through Cowork may be transmitted to our servers for AI processing. We do not retain file contents beyond the duration necessary to complete the requested operation.
  • The desktop app may require periodic updates for security and compatibility. We may enforce minimum version requirements.

8.5 Limitation of Liability for Cowork

CellCog is not liable for any data loss, file corruption, code breakage, system instability, or any other damage resulting from commands executed on your machine through the desktop app — whether those commands were explicitly approved by you, auto-approved by your settings, or resulted from AI agent errors or miscommunication. You use Cowork at your own risk and are solely responsible for the consequences of commands executed on your machine.

9. AI Employees

An AI Employee is a standing, scheduled AI agent that works on your behalf — with its own email address, its own memory, and the ability to take actions across multiple work sessions ("shifts"), often without approving each action first. AI Employees are powerful and, because they can communicate and act in the world as your agent, carry responsibilities you must understand and accept. You acknowledged the core of these points at sign-up.

9.1 An AI Employee Acts as Your Agent

An AI Employee acts on your behalf and under your direction, as your agent. You are responsible for everything your AI Employee does — every email it sends, every reply it makes, and every action it takes on a connected account — to the same extent as if you had done it yourself. You configure its goals, schedule, permissions, and the people and accounts it may contact or use.

9.2 Autonomous Operation; No Per-Action Approval

Unlike a single chat, an AI Employee runs on a schedule (or on demand) and may send email and take actions without showing you each one in advance. You acknowledge that it can act while you are away, may misunderstand instructions, and may send communications or take actions you did not specifically foresee. You are responsible for monitoring your AI Employees and for reviewing their work and correspondence.

9.3 Its Own Email Address and Identity Disclosure

Each AI Employee is assigned its own email address at the @cellcog.com domain and can send and receive email at that address. Every email it sends carries a signature that identifies it as an AI Employee and names you — the human supervisor — together with your account email address. This disclosure is intentional and non-removable: a recipient must always be able to see that there is an accountable human behind the AI and to contact that human directly. By using the AI Employee email feature, you consent to your name and account email being disclosed to the recipients (and repliers) of your AI Employee's email. If this disclosure is not appropriate for your use case, do not use the AI Employee email feature.

9.4 Email and Outreach — Your Compliance Obligations

If you direct an AI Employee to send email or other outreach, you represent and warrant that you have a lawful basis to contact each recipient and that the outreach complies with all applicable laws, including anti-spam and electronic-messaging laws such as the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and the EU/UK GDPR and e-Privacy/PECR rules, and any other applicable laws in the recipient's jurisdiction. You agree to:

  • Honor opt-out and unsubscribe requests promptly.
  • Not use AI Employees to send spam, unsolicited bulk messaging, or harassing, deceptive, or unlawful communications.
  • Not configure an AI Employee to conceal that it is an AI agent, or to remove or falsify the human-supervisor disclosure.

You acknowledge that, for the email your AI Employee sends at your direction, you are the party that determines the purpose and means of contacting your recipients (i.e., you are the data controller for your outreach), and CellCog processes that correspondence on your behalf to operate the mailbox. See our Privacy Policy for how we handle the personal data of the people your AI Employee corresponds with.

9.5 Actions on Connected Accounts

If you grant an AI Employee access to Personal Tools or other integrations, it may act on those connected accounts (for example posting, messaging, reading data, or creating records) autonomously, within the permissions you grant. Section 11 (Third-Party Integrations and Connectors) applies to those actions, and you are responsible for all of them. You may revoke an integration's access at any time.

9.6 Credits and Autonomous Consumption

AI Employees consume credits to run their shifts and actions, including while you are away. The credit-consumption risks described in Section 4.5 apply equally to AI Employees. You are responsible for credits consumed by your AI Employees.

9.7 Accountability and Abuse

Because an AI Employee acts as you, recipients are shown the human supervisor's contact so they can raise concerns or report abuse. You agree to respond to legitimate complaints about your AI Employee's conduct. CellCog may suspend or remove an AI Employee, or your access to the feature, if we reasonably believe it is being used to send spam or unlawful, deceptive, harassing, or abusive communications, or otherwise in violation of these Terms.

9.8 Limitation of Liability for AI Employee Actions

To the maximum extent permitted by applicable law, CellCog is not liable for the content of communications your AI Employee sends, the actions it takes on connected accounts, or any consequences of those communications or actions — whether they resulted from your instructions, the agent's autonomous operation, or agent error or miscommunication. You use AI Employees at your own risk and are solely responsible for their communications and actions.

10. Intellectual Property

The Service, including its underlying technology, AI models, software, design, logos, trademarks, and documentation, is owned by CellCog AI and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purposes during your subscription term.

You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of any part of the Service or its underlying technology, except as expressly permitted by these Terms or applicable law.

11. Third-Party Integrations and Connectors

The Service allows you to connect third-party services (e.g., Gmail, Slack, Google Drive, Jira) through integrations and workflows. By connecting a third-party service:

  • You authorize CellCog's AI agents to access and interact with those services on your behalf, within the permissions you grant.
  • You are responsible for complying with the terms of service of each connected third-party service.
  • CellCog is not responsible for the availability, accuracy, or functionality of third-party services, or for any actions taken by AI agents on those services.
  • You may disconnect any integration at any time, which immediately revokes agent access to that service.
  • We recommend granting the minimum permissions necessary and reviewing agent actions regularly.
  • Third-party content you access through integrations is downloaded and processed at your own risk. You are solely responsible for verifying the legitimacy and safety of third-party content.

10.1 API Access and Programmatic Use

If you access CellCog through our API, Python SDK, or other programmatic interfaces, the following additional terms apply:

  • Full Account Access: Your API key provides full access to your account. You are responsible for safeguarding your API key and for all activity conducted through it.
  • Credit Consumption: API usage consumes credits at the same rates as web usage. All credit consumption risks described in Section 4.5 apply equally to API usage.
  • Automation Liability: You are responsible for all actions taken by automated systems using your API key, including content generated, credits consumed, and any third-party interactions.
  • No SLA: CellCog does not guarantee API availability, response times, or uptime. No service level agreement (SLA) is provided unless separately negotiated.
  • Rate Limits and Restrictions: CellCog may impose rate limits, usage restrictions, or revoke API access at any time for abuse, excessive usage, or violation of these Terms.

12. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your personal information. By using the Service, you consent to the data practices described in our Privacy Policy.

For organization accounts, the organization administrator is responsible for ensuring that the use of the Service by organization members complies with applicable data protection laws.

13. Service Availability

CellCog strives to ensure the Service's availability but does not guarantee that the Service will be uninterrupted or error-free. We reserve the right to modify, suspend, or temporarily discontinue the Service at any time, particularly for maintenance, upgrades, or addressing security issues. We will make reasonable efforts to provide advance notice for planned disruptions.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF AI-GENERATED CONTENT.

We do not warrant that:

  • The Service will be uninterrupted, error-free, secure, or available at any particular time or location.
  • AI-generated content will be accurate, complete, reliable, or free from bias.
  • AI agents will correctly understand your requirements or take only intended actions.
  • The Service will meet your specific requirements or expectations.
  • Any defects or errors in the Service will be corrected.
  • The Service is free of viruses or other harmful components.
  • Results obtained through the Service will be accurate, reliable, or suitable for any particular purpose.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLCOG AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, business opportunities, goodwill, or anticipated savings.
  • Data loss or corruption — whether in Drive, on your local machine via Cowork, or elsewhere.
  • Communications sent or actions taken by an AI Employee on your behalf, including any consequences to you or to recipients.
  • Business interruption or system downtime.
  • Cost of procurement of substitute services.
  • Any claims made against you by third parties.
  • Damages resulting from AI agent errors, miscommunication, or unintended actions.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CELLCOG IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100 USD).

This limitation of liability applies to all causes of action, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if CellCog has been advised of the possibility of such damages.

16. Indemnification

You agree to indemnify, defend, and hold harmless CellCog AI, its affiliates, officers, directors, employees, agents, and partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Service or any Output you generate, distribute, or rely upon.
  • Your violation of these Terms or any applicable law.
  • Your Inputs or any content you upload, store, share, or transmit through the Service, including content stored in Drive.
  • Commands you approve (or auto-approve) for execution on your local machine via Cowork.
  • Any communication sent or action taken by an AI Employee you created or configured, including claims by recipients of your AI Employee's email or by third parties affected by its actions (for example claims relating to spam, harassment, or privacy).
  • Your use of third-party integrations through the Service.
  • Any third-party claim that your content infringes upon intellectual property, privacy, or other rights.

This indemnity obligation survives the termination of your use of the Service.

17. Termination

  • By You: You may terminate your account at any time by contacting support@cellcog.ai or using the account deletion feature. Upon termination, your access to the Service will end, and your data will be deleted in accordance with our Privacy Policy.
  • By Us: We may suspend or terminate your account immediately if you materially breach these Terms, engage in prohibited conduct, or pose a security risk. For non-material breaches, we will provide notice and a reasonable opportunity to cure.
  • Effect of Termination: Upon termination, your license to use the Service ends. We may retain your content for up to 30 days after account termination for data export purposes, after which it may not be recoverable. Sections relating to intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.
  • Data Export: We recommend exporting any data you wish to retain before terminating your account. After the grace period, your data cannot be recovered.

18. Changes to Terms

We may update these Terms from time to time to reflect changes in our Service, legal requirements, or business practices. We will notify you of material changes by posting the updated Terms on this page and updating the "Last Updated" date. For significant changes, we may also provide notice via email or through the Service. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

19. Children's Use

The Service is not directed to individuals under the age of 18. We do not knowingly collect personal information from individuals under 18. If we learn that we have collected such information, we will take steps to delete it as soon as possible.

20. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

Any disputes arising from or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, and the language shall be English.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action.

Small Claims Exception: Nothing in this section prevents either party from seeking relief in small claims court for disputes within that court's jurisdiction.

Arbitration Opt-Out: You may opt out of this arbitration agreement by sending written notice to legal@cellcog.ai within 30 days of first accepting these Terms. If you opt out, you and CellCog agree to resolve disputes in state or federal courts located in Delaware.

21. General Provisions

  • Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and CellCog regarding the Service.
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
  • Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
  • Force Majeure: CellCog shall not be liable for any failure or delay in performing obligations due to circumstances beyond our reasonable control, including natural disasters, war, pandemic, government actions, or infrastructure failures.
  • Consumer Protection: Nothing in these Terms limits or excludes any rights you may have under mandatory consumer protection laws that apply in your jurisdiction. Where such laws apply, the limitations and exclusions in these Terms apply only to the extent permitted by those laws.

22. Contact Us

If you have any questions about these Terms of Service, please contact us at:

CellCog AI General Support: support@cellcog.ai Privacy Inquiries: privacy@cellcog.ai Enterprise Sales: sales@cellcog.ai Website: https://cellcog.ai

© 2026 CellCog AI. All rights reserved.