Deepcell Express – Terms of Service

Last Updated: [Oct 14, 2025]

These Terms of Service (“Agreement”) govern the use of the Deepcell Express service (“Service”) operated by Deepcell, Inc. (“Deepcell”, “we”, “us”) and apply to any party (“Customer”, “you”) submitting biological samples for imaging and AI analysis with temporary portal access. By ordering or using the Service, you agree to these Terms.

1. Scope and Acceptance

1.1 Agreement. This Agreement and any order/quote are the complete and exclusive understanding for the Service.
1.2 Acceptance. Placing an order, paying, or sending a sample constitutes acceptance.
1.3 Updates. We may modify these Terms; continued use constitutes acceptance.
1.4 Privacy. Personal information is governed by our Privacy Policy.

2. Services

2.1 Description. Fee-for-service processing of eligible Samples; delivery of (a) raw/processed images, (b) AI-derived embeddings/analytics, and (c) 30-day access to the Axon portal (unless otherwise agreed).
2.2 Sample Handling. Samples are processed under our SOPs. Unless otherwise agreed in writing, leftover biological material is discarded after processing.
2.3 Modifications. We may modify/suspend/discontinue any part of the Service at any time.
2.4 Permitted Deepcell Uses (Model/Quality Improvement). You grant Deepcell a non-exclusive, worldwide, royalty-free license to use Results (images, embeddings, metadata, derivatives) in de-identified and, where feasible, aggregated form to: improve/validate algorithms, train AI models, perform QA/forensics, and support regulatory/scientific validation. Resulting models and improvements are Deepcell IP (see §4.3–4.4).
2.5 Regulatory Status. Research Use Only (RUO). Not for diagnostic or therapeutic use.
2.6 Axon Access. Access is time-limited; you are responsible for exporting your data before access expires.

3. Biosafety Eligibility & Prohibited Materials

3.1 BSL-2 Only. You may submit only materials suitable for Biosafety Level 2 (BSL-2) as described in the CDC/NIH _Biosafety in Microbiological and Biomedical Laboratories, 6th ed. (BMBL), including BSL-2 agents/practices, containment equipment, and facilities (the “BMBL”). For clarity, no BSL-3 or BSL-4 materials, activities, or practices are permitted. (Authoritative guidance: CDC/NIH BMBL 6th ed.) CDC+1
3.2 Select Agents/Toxins Prohibited. No Select Agents or Toxins (including Tier 1) as defined by the Federal Select Agent Program and listed at 42 CFR Part 73, 7 CFR Part 331, and 9 CFR Part 121. (See FSAP definitions and current lists.) selectagents.gov+1
3.3 Other Prohibited Submissions. No materials requiring BSL-3/4 practices; no unknown, highly pathogenic, or enhanced-risk agents; no intact human clinical specimens containing personally identifiable or protected health information; no materials requiring import/export permits (unless pre-cleared in writing); no radioactive, explosive, or chemical hazards; no organisms or constructs restricted by law or institutional policy. (See also federal biosafety resources.) ASPR+1
3.4 Right to Refuse/Quarantine. We may refuse, quarantine, return, or destroy (at your expense) any non-conforming shipment.

4. Fees & Payment

4.1 Prepaid. Services are prepaid at the prices shown on the site. Processing begins after payment and sample receipt.
4.2 Refunds. Cancellations before sample receipt: full refund. Once processing begins: non-refundable.
4.3 Taxes. Fees exclude taxes; you are responsible for applicable taxes.

5. Ownership & IP

5.1 Samples. You retain ownership of Samples until discarded under §2.2.
5.2 Results. Upon full payment, you own the Results generated from your Samples (images, embeddings, reports).
5.3 Deepcell Core IP. Deepcell retains all rights in its technologies, software, algorithms, models, know-how, and improvements (“Deepcell Core IP”).
5.4 Derived/De-identified Data & Model Improvements. Deepcell may use de-identified and aggregated data derived from Results/Samples to train, validate, and enhance Deepcell Core IP. Such derived data and models are the sole property of Deepcell.
5.5 No Implied Licenses. Except as expressly stated, no licenses are granted.

6. Representations, Warranties & Compliance

6.1 Customer Warranties. You represent and warrant that:
(a) You have the legal right to provide the Samples;
(b) All Samples are properly classified as BSL-2 per BMBL 6th ed., and do not require BSL-3/4 practices;
(c) No Select Agents or Toxins are present;
(d) No PHI/PII or patient-identifiable clinical material is included;
(e) You complied with all packaging, shipping, and (if applicable) import/export permit requirements;
(f) You will use Results for RUO only. CDC+2absa.org+2
6.2 Deepcell Warranty. Services will be performed with reasonable care and skill consistent with industry practice.
6.3 Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND RESULTS ARE PROVIDED “AS IS.” WE DISCLAIM ALL IMPLIED WARRANTIES (MERCHANTABILITY, FITNESS, NON-INFRINGEMENT).
6.4 No Diagnostic Use. RUO only; not validated for clinical decision-making.

7. Limitation of Liability

Deepcell’s aggregate liability arising from the Service will not exceed the fees you paid for the affected order. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

8. Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care and use it only for this Agreement. De-identified/aggregated use under §2.4 is not a breach of confidentiality.

9. Termination

Either party may terminate for uncured material breach (30 days’ notice). Upon termination, you remain responsible for fees incurred; unprocessed Samples may be returned or destroyed at your expense.

10. Miscellaneous

10.1 Governing Law. Laws of the State of California (conflict-of-laws principles excluded).
10.2 Independent Contractor; Subcontracting. We perform as an independent contractor and may subcontract work while remaining responsible for performance.
10.3 Force Majeure. Neither party is liable for delays beyond reasonable control (excluding payment obligations).
10.4 Assignment. We may assign in connection with merger/acquisition; otherwise by consent.
10.5 Severability; Non-Waiver; Entire Agreement. Standard.
10.6 Notices / Legal Contact. All legal notices and inquiries must be emailed to express@deepcellbio.com with the subject line prefix “legal:”. Notices are deemed given when sent and acknowledged by automated receipt or written confirmation.