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CELLABEE

Terms of Service

Effective Date: February 26, 2026

This Terms of Service Agreement (the “Agreement”) constitutes a legally binding contract entered into by and between CELLABEE (hereinafter referred to as the “Company,” “we,” “us,” or “our”) and you, the user, merchant, or entity accessing the platform (hereinafter referred to as the “Subscriber,” “you,” or “your”).

By accessing, registering for, or utilizing the CELLABEE platform, you expressly acknowledge that you have read, understood, and agree to be bound by the stipulations contained herein.

1. Scope of Services

  • 1.1. Nature of the Platform: CELLABEE provides a proprietary Software-as-a-Service (SaaS) inventory management and Point of Sale (POS) infrastructure engineered to facilitate chat-based commerce, accessible via our primary domain (cellabee.com), our application portal (app.cellabee.com), and associated subdomains.
  • 1.2. Limitation of Role: The Company acts exclusively as a technology provider. We are not a broker, agent, payment processor, or party to any commercial transaction executed between the Subscriber and their respective clientele. The Subscriber bears sole liability for the fulfillment, quality, and legality of goods sold via the platform.
  • 1.3. Eligibility and Age of Majority: The Service is strictly intended for individuals who have reached the age of majority in their respective jurisdictions (typically eighteen (18) years of age or older). By registering for an account, the Subscriber warrants and represents that they possess the legal capacity to enter into a binding commercial contract and operate a legitimate enterprise.

2. Authentication and Security

  • 2.1. Third-Party Authentication: Access to the platform requires authentication exclusively via Google OAuth (“Google Login”). By utilizing this mechanism, the Subscriber authorizes the Company to retrieve and store necessary profile metrics (e.g., email address) essential for account provisioning.
  • 2.2. Account Integrity: The Subscriber retains absolute responsibility for maintaining the confidentiality of their Google credentials. The Company disclaims all liability for unauthorized access, data breaches, or damages arising from the Subscriber's failure to secure their authentication credentials.
  • 2.3. Incorporation of Privacy Policy: The Company's data collection, processing, and storage practices are governed comprehensively by our Privacy Policy. By utilizing the Service, the Subscriber expressly consents to the data handling protocols outlined therein, which is hereby incorporated by reference into this Agreement.

3. Financial Terms and Subscriptions

  • 3.1. Remuneration: Continued access to the platform is contingent upon the timely remittance of subscription fees. Standard commercial licensing commences at $20.00 USD per billing cycle. The Company reserves the unilateral right to amend its pricing architecture with reasonable prior notice.
  • 3.2. Trial Periods: The Company may, at its sole discretion, provision a promotional trial period. Upon expiration of said trial, continuous access necessitates enrollment in a paid commercial tier. There is no permanent free tier.
  • 3.3. Strict Non-Refund Policy: All financial transactions are final. Fees remitted to the Company are strictly non-refundable and non-creditable. The Company shall not issue prorated reimbursements for partial utilization, premature account termination, or any other circumstance once a billing cycle has commenced.

4. Acceptable Use and Prohibited Commerce

4.1. Prohibited Goods: The platform shall not be utilized to catalog, market, or facilitate the transaction of any prohibited materials (“Prohibited Goods”). This encompasses, but is not expressly limited to:

  • Contraband and Narcotics: Illicit drugs, controlled substances, and associated paraphernalia.
  • Munitions: Firearms, ammunition, explosives, and restricted tactical equipment.
  • Illicit Commodities: Counterfeit merchandise, stolen property, and goods infringing upon third-party intellectual property.
  • Regulated Content: Explicit adult entertainment, pornography, or escort services.
  • Predatory Financial Services: Unregulated cryptocurrency operations, Ponzi schemes, and the brokering of unauthorized personal data.

5. Suspension and Termination

5.1. Unilateral Termination Rights: The Company reserves the right to immediately suspend or permanently terminate the Subscriber's access to the platform, without prior notice or refund, for any material breach of this Agreement, including:

  • The transaction or promotion of Prohibited Goods.
  • The transmission of malicious code, phishing vectors, or unsolicited spam through the platform's infrastructure.
  • Attempts to reverse-engineer, exploit, or maliciously scrape the Company's proprietary architecture.
  • The initiation of fraudulent chargebacks or bad-faith payment disputes against the Company.
  • Harassment, defamation, or abusive conduct directed toward the Company's personnel or other users.

6. Intellectual Property and Data Processing

  • 6.1. Company IP: All rights, title, and interest in and to the CELLABEE platform—including its underlying code, user interfaces, visual design, and operational methodologies—are the exclusive intellectual property of the Company. The Subscriber is granted a limited, non-exclusive, non-transferable, revocable license to utilize the platform strictly in accordance with this Agreement.
  • 6.2. Subscriber Data: The Subscriber retains all ownership rights to their proprietary inventory data, customer lists, and trademarks uploaded to the platform. By utilizing the platform, the Subscriber grants the Company a limited license to process and host this data solely for the purpose of rendering the Service.
  • 6.3. Cross-Border Data Processing: The Subscriber acknowledges and consents that the platform utilizes cloud hosting infrastructure situated in Singapore. By utilizing the Service, the Subscriber expressly authorizes the cross-border transfer, processing, and storage of their proprietary data outside of their domicile or operating jurisdiction.

7. Disclaimer of Warranties and Limitation of Liability

  • 7.1. AS-IS Provision: THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
  • 7.2. Liability Cap: To the maximum extent permitted by applicable jurisprudence, in no event shall the Company, its founders, or its affiliates be liable for any indirect, incidental, consequential, special, or exemplary damages—including but not limited to lost revenues, lost profits, or data corruption—arising from the use or inability to use the platform. The total aggregate liability of the Company for any claim arising under this Agreement shall be strictly capped at the total amount paid by the Subscriber to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

8. Indemnification

8.1. Duty to Defend: The Subscriber agrees to indemnify, defend, and hold harmless the Company, its founders, officers, and operational partners from and against any and all third-party claims, liabilities, damages, regulatory fines, and legal expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Subscriber's violation of this Agreement; (b) the Subscriber's sale or distribution of any product or service; or (c) any infringement by the Subscriber of third-party intellectual property or privacy rights.

9. Third-Party Integrations and Dependencies

9.1. External Infrastructure: The platform relies upon third-party APIs and infrastructure (e.g., Google OAuth, Meta platforms, Telegram). The Company bears no responsibility or liability for service interruptions, data losses, or functionality degradation resulting from API deprecations, outages, or policy changes enforced by these external third parties.

10. Modifications to the Agreement

10.1. Right to Amend: The Company reserves the explicit right to unilaterally modify, amend, or replace this Agreement at any time. Material changes will be communicated via the platform or via email. Continued utilization of the Service following the promulgation of such amendments constitutes the Subscriber's formal acceptance of the revised Agreement.

11. General Provisions

  • 11.1. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
  • 11.2. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter herein, superseding all prior communications, representations, or operational agreements.
  • 11.3. Governing Law and Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of the Kingdom of Cambodia, strictly excluding its conflict of laws principles. Any disputes, controversies, or legal actions arising out of this Agreement shall be subject to the exclusive jurisdiction of the competent courts situated in Phnom Penh, Cambodia.
  • 11.4. Notices and Communications: All formal legal notices, disputes, or inquiries related to this Agreement must be transmitted in writing to the Company's official legal correspondence channel at hello@cellabee.com. Notices shall be deemed effective upon confirmed receipt by the Company.