1.Introduction and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and the operator of Cellpy ("Cellpy," "we," "us," or "our"), governing your access to and use of the Cellpy platform, website, VS Code extension, CDN infrastructure, and Marketplace (collectively, the "Services").
By creating an account, accessing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Services.
We may update these Terms at any time. We will notify you of material changes via email or a notice on our platform. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.
2.Definitions
- "Block" means a JSON file containing HTML, CSS, and optionally JavaScript published via the Cellpy VS Code Extension and hosted on the Cellpy CDN.
- "Container" means an embed slot created by a Developer on the platform, identified by a unique slug, into which a Block version is assigned.
- "CDN URL" means the unique URL assigned to a Block for delivery via the Cellpy content delivery network.
- "Designer" means a User who creates and publishes Blocks using the VS Code Extension.
- "Buyer" means a User or Organization that acquires a Block license through the Marketplace.
- "Developer" means a User who embeds Blocks on websites using the <cellpy-block> Web Component.
- "Marketing Team Member" means a non-technical User who manages Block assignments and theming via the Cellpy dashboard.
- "Organization" means a multi-user account representing a company, agency, or team.
- "Marketplace" means the in-platform block discovery and commerce layer where Designers publish Blocks for sale or free distribution.
- "Platform Fee" means the 20% commission Cellpy retains on each paid Marketplace transaction.
- "A/B Experiment" means a feature that splits CDN traffic between two or more Block versions assigned to a Container in order to measure comparative engagement metrics such as impressions and click-through rate.
- "Services" means all products, features, tools, and infrastructure operated by Cellpy, including the dashboard, VS Code Extension, CDN, and Marketplace.
3.Eligibility
You must be at least 18 years of age to use the Services. By accessing or using the Services, you represent and warrant that you are at least 18 years old. If you are accepting these Terms on behalf of an Organization, you represent that you have the legal authority to bind that entity.
The Services are not intended for individuals under 18. If we become aware that a User is under 18, we will promptly delete their account and associated data.
4.Accounts and Registration
You may create an account using email and password, or via a supported third-party single sign-on provider (currently Google and GitHub). You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
You agree to provide accurate, current, and complete information and to keep your account information updated. You must notify us immediately at support@cellpy.com of any unauthorized access or use of your account.
We reserve the right to suspend or terminate accounts that violate these Terms or that we determine, in our sole discretion, pose a risk to the platform or other users.
5.Plans and Subscriptions
Cellpy offers free and paid subscription tiers. Features available under each tier are described on the Cellpy pricing page, which may be updated from time to time.
Paid subscriptions are billed in advance on a recurring basis (monthly or annual, as selected). By subscribing, you authorize us to charge your payment method on each renewal date. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period. No prorated refunds are issued for unused subscription time.
We reserve the right to change our pricing with reasonable notice. Continued use of a paid tier after a price change constitutes acceptance of the new pricing.
6.Intellectual Property and Content Ownership
6.1 Your Blocks and Content
You retain full ownership of all Blocks and content you create, upload, or publish through the Services ("Your Content"). Cellpy does not claim ownership of Your Content.
By publishing a Block to the Cellpy platform, you grant Cellpy a non-exclusive, worldwide, royalty-free, perpetual (to the extent necessary to maintain active licenses) license to host, store, copy, transmit, and serve Your Content as necessary to provide the Services, including delivering Blocks via CDN to end users on third-party websites, and fulfilling active Buyer licenses. This operational license survives account termination or deletion to the extent required to maintain Buyer CDN URLs that depend on your Blocks (see Section 9.3).
6.2 Cellpy Intellectual Property
Cellpy owns all right, title, and interest in and to the Services, including the platform, VS Code Extension, runtime Web Component, CDN infrastructure, branding, and all associated intellectual property. Nothing in these Terms grants you any rights in Cellpy's intellectual property except as expressly set forth herein.
6.3 Feedback
If you provide feedback, suggestions, or ideas about the Services, you grant Cellpy the right to use such feedback without restriction or compensation to you.
7.Acceptable Use Policy
You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:
- Publish Blocks containing malicious code, malware, tracking scripts not disclosed to end users, obfuscated code, or code designed to harvest personal data without consent.
- Use the Services to distribute spam, phishing content, or deceptive material.
- Infringe or misappropriate any third-party intellectual property rights, including uploading Blocks that contain copyrighted images, fonts, or licensed assets without authorization.
- Publish Blocks containing illegal content, hate speech, or content that violates any applicable law.
- Circumvent or attempt to circumvent any technical measures or access controls on the platform.
- Use automated scripts, bots, or scrapers to access the Services in a manner that imposes unreasonable load on our infrastructure.
- Impersonate another person or Organization, or misrepresent your affiliation with any entity.
- Attempt to probe, scan, or test the vulnerability of any Cellpy system or network without prior written authorization.
Cellpy reserves the right to remove any content that violates these Terms, suspend or terminate accounts of Users who engage in prohibited conduct, and disable any Block CDN URL without prior notice where we believe an urgent risk exists.
8.Marketplace
8.1 Publishing to the Marketplace
Designers may publish Blocks to the Marketplace as free or paid listings. Cellpy reserves the right to review Marketplace submissions before publication. Cellpy evaluates submissions for minimum quality standards, correct categorization, and compliance with our Acceptable Use Policy.
8.2 Revenue Split
For paid Marketplace transactions, Cellpy retains a Platform Fee of 20% of the gross transaction amount. The remaining 80% is credited to the Designer's Cellpy earnings balance and can be withdrawn via Stripe Connect at any time, subject to Stripe's terms and payout schedule. Cellpy reserves the right to modify the Platform Fee with 30 days' prior notice to affected Designers. Cellpy is not responsible for delays, holds, reversals, reserves, or payout restrictions imposed by Stripe.
8.3 Refund Policy
All Marketplace purchases are final and non-refundable, except where required by mandatory applicable law. EU/EEA consumers may have a statutory right of withdrawal under the EU Consumer Rights Directive; see Section 8.6 below. Alberta consumers may have rights under the Alberta Consumer Protection Act that cannot be waived by contract.
8.4 Block Licenses
When a Buyer acquires a Block from the Marketplace, they receive a license to use that Block as specified at the time of purchase (single-site or unlimited-site license). The license is non-transferable and non-sublicensable unless otherwise agreed in writing.
8.5 Designer Representations and Indemnification
By publishing a Block to the Marketplace or to the Cellpy platform generally, you represent and warrant that: (a) you own or have all necessary rights to publish all content in the Block, including any images, fonts, CSS frameworks, libraries, or other third-party assets included therein; (b) the Block does not infringe any third-party intellectual property rights; (c) the Block does not contain malicious, harmful, or obfuscated code; (d) the Block does not collect personal data from end users without adequate notice and consent; (e) the Block complies with all applicable laws; and (f) your publication of the Block does not violate any agreement to which you are a party.
You agree to indemnify, defend, and hold harmless Cellpy and its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) any Block you publish; (ii) your breach of these Terms or any representation or warranty herein; (iii) infringement of any third-party intellectual property right; (iv) any harm caused to end users or third parties by code contained in your Blocks; or (v) your violation of any applicable law. This indemnification obligation is a material term of these Terms and survives termination.
8.6 EU/EEA Consumer Withdrawal Rights
If you are a consumer located in the European Union or European Economic Area purchasing a Block from the Marketplace, you have a statutory right of withdrawal of 14 days from the date of purchase under the EU Consumer Rights Directive.
However, by completing your purchase, you expressly request immediate access to the purchased Block and acknowledge that you lose your right of withdrawal once the digital content delivery has begun. Before payment is processed, you will be required to tick a checkbox at checkout confirming: "I request immediate access to this digital content and acknowledge that I lose my 14-day right of withdrawal once delivery begins." Purchases cannot be completed without this confirmation. If you do not wish to waive your right of withdrawal, do not complete the purchase.
8.7 Copyright and Takedown Procedure
Cellpy respects intellectual property rights. If you believe that content available on the Marketplace infringes your copyright or other intellectual property rights, please send a written notice to legal@cellpy.com including: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing Block and its location on the platform; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the rights holder; and (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or authorized to act on their behalf.
Upon receipt of a valid notice, Cellpy will investigate and may disable access to the identified Block pending resolution. Cellpy maintains and reasonably enforces a repeat infringer policy and may terminate accounts of repeat infringers. Cellpy reserves the right to restore access to Blocks subject to a counter-notice in accordance with applicable law.
8.8 General User Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Cellpy and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or any applicable law or regulation, including privacy laws, data protection laws, and consumer protection laws; (c) your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights; (d) any content, data, or material you submit, post, transmit, or make available through the Services; (e) any Blocks you embed or deploy on third-party websites; or (f) any modifications you make to Blocks or to the Cellpy Web Component that cause harm to third parties or create security vulnerabilities. This indemnification obligation applies to Designers, Buyers, and Developers alike and supplements the Designer-specific indemnification in Section 8.5.
9.CDN, Custom Domains, and Embedding
9.1 CDN Delivery
Blocks published to Cellpy are stored on our CDN infrastructure (powered by Cloudflare R2) and served via CDN URLs to third-party websites that embed them. You acknowledge that Cellpy's CDN is used to deliver your Blocks to end users on websites you do not control. Cellpy acts as an intermediary infrastructure provider in connection with such delivery.
9.2 Custom Domains
Developers may register a custom subdomain (e.g., cdn.yourdomain.com) that CNAMEs to cdn.cellpy.com. By registering a custom domain, you represent that you own or have the right to use that domain. SSL certificates for custom domains are provisioned automatically via Cloudflare for SaaS. You are responsible for maintaining your DNS configuration. Cellpy is not liable for any disruption caused by misconfigured DNS or expired domain registrations.
You are responsible for ensuring that your custom domain is used only to serve Blocks belonging to your account. Cellpy's edge infrastructure enforces per-account scoping; however, misconfiguration of your DNS remains your sole responsibility.
9.3 Buyer CDN URL Continuity
When a Buyer acquires a Block, they are assigned a personal CDN URL scoped to their account. If the original Designer later deletes their account or the source Block, Cellpy will make commercially reasonable efforts to maintain Buyer CDN URLs for as long as the Services remain operational and the Buyer remains in good standing. Cellpy will retain the underlying Block assets for as long as active Buyer CDN URLs exist that depend on them, on the legal basis of contractual necessity (performance of the Buyer's license agreement). Designers acknowledge and agree that this retention obligation is a consequence of the operational license granted in Section 6.1.
9.4 Third-Party Embedding
Cellpy has no control over the websites on which Blocks are embedded by Developers or Buyers. Cellpy is not responsible for the content, practices, policies, or actions of any third-party website or its operators. The end users of third-party websites that embed Cellpy Blocks are not Cellpy users. Except for limited technical log information collected automatically for security and operational purposes as described in the Privacy Policy, Cellpy does not collect personal data from end users through CDN delivery.
Developers and Buyers who embed Blocks on third-party websites are solely responsible for: (a) ensuring that the embedding complies with applicable laws; (b) providing any notices or obtaining any consents required from end users of those websites; and (c) the security and integrity of the website environments into which Blocks are embedded. Developers who enable A/B Experiments on a Container are solely responsible for ensuring that their website visitors receive any privacy notices required by applicable law in connection with experiment analytics collected on those websites.
9.5 Suspension of Block CDN URLs
Cellpy reserves the right to disable or suspend any Block CDN URL at any time without prior notice where we have reasonable grounds to believe that the Block: (a) contains malicious code; (b) violates our Acceptable Use Policy; (c) is the subject of a valid intellectual property complaint; or (d) poses a security risk to end users or third parties. We will notify the relevant account holder as soon as practicable after suspension.
10.Suspension and Termination
Cellpy may suspend or terminate your account and access to the Services at any time, with or without notice, for any violation of these Terms or for any other reason at our sole discretion.
You may terminate your account at any time by contacting us at support@cellpy.com. Upon termination, your access to the Services will cease. Your Content may be deleted in accordance with our data retention practices, except where retention is required to maintain active Buyer CDN URLs (see Section 9.3) or as otherwise required by law.
Sections that by their nature should survive termination — including Sections 6, 8.3, 8.5, 8.7, 11, 12, and 13 — will survive.
11.Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. CELLPY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VULNERABILITIES OR OTHER HARMFUL COMPONENTS.
CELLPY PROVIDES NO SERVICE LEVEL AGREEMENT OR UPTIME GUARANTEE AT THIS TIME. CDN AVAILABILITY IS PROVIDED ON A BEST-EFFORT BASIS. CELLPY WILL ATTEMPT TO PROVIDE ADVANCE NOTICE OF PLANNED MAINTENANCE WHERE PRACTICABLE.
CELLPY DOES NOT WARRANT OR GUARANTEE THAT ANY BLOCK AVAILABLE THROUGH THE MARKETPLACE IS SAFE, SECURE, FUNCTIONAL, LEGAL, OR FIT FOR ANY PARTICULAR PURPOSE. MARKETPLACE CONTENT REVIEW IS LIMITED IN SCOPE AND DOES NOT CONSTITUTE A SECURITY AUDIT.
12.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLPY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CELLPY'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO CELLPY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).
NOTHING IN THESE TERMS LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13.Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. Notwithstanding the foregoing, mandatory consumer protection provisions of the law of your country of residence may apply to you and cannot be excluded by this governing law clause.
Any dispute arising out of or relating to these Terms or the Services shall be resolved through good-faith negotiation. If the parties cannot resolve the dispute within 30 days, either party may submit the dispute to binding arbitration in Calgary, Alberta, under the arbitration rules of the ADR Institute of Canada. Nothing in this section limits any mandatory consumer rights available under applicable law.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
14.Miscellaneous
These Terms constitute the entire agreement between you and Cellpy regarding the Services and supersede all prior agreements. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Cellpy's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
You may not assign or transfer your rights under these Terms without Cellpy's prior written consent. Cellpy may assign its rights without restriction.
15.Contact
If you have any questions about these Terms, please contact us at: