Terms of Service
Terms of Service for Laboratories Without a Direct Cellarian Agreement
Version: 2.0 | Effective Date of this Version: 6-25-2026
Recitals
These Terms of Service (the “TOS”) are presented by Cellarian, Inc., a Texas corporation with its principal place of business at 10750 Hammerly Blvd., Suite 259, Houston, TX 77043 (“Cellarian”), to each clinical diagnostic laboratory that does not hold a current direct services agreement with Cellarian (the “Laboratory” or “Lab”) and that seeks to access Cellarian’s automated, patient-specific medical necessity documentation and related payer-facing documentation services (the "Services," as defined in Section 1).
WHEREAS, Cellarian provides the Services under a Service-as-Software model in which all processing occurs on Cellarian’s own infrastructure, and the Laboratory receives a service and does not receive, access, possess, host, or control any software;
WHEREAS, the Laboratory may access the Services through a reseller or other third party that makes the Services available through its own platform, or otherwise, but in each case does not hold a direct services agreement with Cellarian;
WHEREAS, Cellarian conditions provision of the Services, and the generation of any Cellarian Output, on the Laboratory’s acceptance of these Terms of Service; and
WHEREAS, these Terms of Service govern only the Laboratory's intellectual property, use, and confidentiality obligations to Cellarian, do not create any billing or payment relationship between Cellarian and the Laboratory, and do not govern Protected Health Information.
NOW, THEREFORE, by accepting these Terms of Service in the manner described in Section 4, the Laboratory agrees as follows:
Section 1. Definitions
(a) “Accepting User” means the individual who accepts these Terms of Service on behalf of the Laboratory.
(b) “Cellarian Output” means any output, file, document, or work product generated by or through the Services, in any format and of any type, whether now existing or developed or made available in the future, including without limitation statements of medical necessity, prior authorization support documentation, pre-payment review support documentation, appeals and all other Late Entry Medical Necessity Documentation, and any other documentation Cellarian generates or makes available through the Services. “Cellarian Output” also includes any component, portion, derivative, output, metadata, or application programming interface response of or relating to the foregoing. “Cellarian Output” is defined solely for purposes of these Terms of Service and is not limited by, and shall not be construed by reference to, any narrower, billing-related, or pricing-related definition of “Document,” “Report,” or any similar term used in any other agreement or instrument.
(c) “Cellarian Technology” means the Services and all technology, software, algorithms, rules engines, clinical phrasing logic, documentation templates and formats, models, methodologies, integration and interface methods, AI/ML components, know-how, and other proprietary materials used to provide or comprising the Services, together with all intellectual property rights therein, but excludes Cellarian Output and any data or information submitted to Cellarian by or on behalf of the Laboratory.
(d) “Confidential Information” means the Cellarian Technology and any non-public technology, methodology, pricing, business, or technical information of Cellarian disclosed to or accessible by the Laboratory or its Providers in connection with the Services, whether or not marked as confidential.
(e) “Late Entry Medical Necessity Documentation” means any medical necessity documentation requested after claim submission or more than thirty (30) days after the date of service, including appeals, records requests, audit responses, and post-payment review support.
(f) “Provider” means any physician, nurse practitioner, physician assistant, or other licensed healthcare professional employed by or under contract with the Laboratory whose clinical orders or patient encounters are processed through the Services.
(g) “Services” means the hosted services Cellarian provides using the Software on Cellarian's infrastructure, including (a) receiving and processing data submitted to Cellarian by or on behalf of the Laboratory to generate Cellarian Output, and (b) delivering Cellarian Output and making related functionality available to the Laboratory. "Services" excludes Cellarian Output and any data or information submitted to Cellarian by or on behalf of the Laboratory.
(h) “Software” means the software and systems used by Cellarian to provide the Services, all of which reside on and operate from Cellarian’s infrastructure.
(i) “Trade Secret” means any Confidential Information that constitutes a trade secret under applicable law.
Section 2. Nature of the Service; No Software License
(a) Service Only. Cellarian provides the Services to the Laboratory as a service. All processing occurs on Cellarian’s infrastructure. The Laboratory does not receive, and Cellarian does not grant, any license, sublicense, hosting right, or other right to install, access, copy, host, operate, or control the Software or any other Cellarian Technology. The Laboratory obtains no right to possess or control any software.
(b) Reservation of Rights. All rights not expressly granted to the Laboratory under these Terms of Service are reserved by Cellarian. No rights are granted by implication, estoppel, or otherwise.
Section 3. Acceptance as a Condition to the Services
(a) Acceptance Required Before Service. Cellarian will not provide any Service to, and will not generate any Cellarian Output for, the Laboratory until an Accepting User has accepted these Terms of Service on behalf of the Laboratory in the manner described in Section 4.
(b) Existing Active Laboratories. These Terms of Service apply to every Laboratory that does not hold a current direct Cellarian agreement, including any Laboratory already active on an integration as of the date these Terms of Service are first rolled out to that Laboratory. For any such existing Laboratory, Cellarian will obtain acceptance within thirty (30) days of rollout and may condition continued provision of the Services on acceptance after that window.
Section 4. Manifestation of Assent; Authority; Record of Acceptance
(a) Affirmative Assent. The Laboratory accepts these Terms of Service when an Accepting User, after these Terms of Service have been presented for review, affirmatively manifests assent by any of the following methods: (i) where the Terms of Service are presented in an online interface, selecting the checkbox labeled “I have read and agree to the Cellarian Terms of Service” and activating the button labeled “Accept”; (ii) executing the Terms of Service by electronic signature; or (iii) executing the Terms of Service by handwritten signature, with a copy of the signed Terms of Service delivered to Cellarian. Acceptance by the methods in clauses (i) and (ii) is a binding manifestation of assent under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, and the Texas Uniform Electronic Transactions Act, Tex. Bus. & Com. Code Ch. 322; acceptance by the method in clause (iii) is a binding manifestation of assent under applicable law. Any of these methods may be presented by Cellarian or, as provided in Section 4(c), by a reseller through which the Laboratory is onboarded. These Terms of Service are presented conspicuously and are available for review before acceptance. The Laboratory’s access to and use of the Services is expressly conditioned on this acceptance.
(b) Authority to Bind. The Accepting User represents and warrants that the Accepting User is authorized to accept these Terms of Service on behalf of, and to bind, the Laboratory. The Laboratory is bound by the acceptance regardless of any internal limitation on the Accepting User’s authority that was not communicated to Cellarian in writing before acceptance.
(c) Record of Acceptance. These Terms of Service are presented for the Laboratory’s acceptance either by Cellarian or, where the Laboratory is onboarded by a reseller (whether through the reseller’s platform or as part of the reseller’s onboarding or contracting process), by that reseller. Where presentation is by a reseller, the reseller presents Cellarian’s exact, then-current text bearing the applicable version identifier. The record of acceptance is, for acceptance by the click-acceptance method, the identity of the Accepting User, the date and time of acceptance, and the version accepted; and, for acceptance by electronic or handwritten signature, the executed Terms of Service together with the version executed. Where a reseller obtains acceptance, the reseller transmits the applicable record, including any executed copy, to Cellarian. Cellarian retains the authoritative record of acceptance and may verify any executed copy against Cellarian’s corresponding version of these Terms of Service. An executed copy that does not conform to Cellarian’s corresponding version does not constitute acceptance of these Terms of Service.
Section 5. Ownership of Cellarian Technology and Cellarian Output
(a) Cellarian Ownership. As between Cellarian and the Laboratory, Cellarian owns and retains all right, title, and interest in and to the Cellarian Technology and the Cellarian Output, including all intellectual property rights in the documentation engine, algorithms, clinical content, templates, output formats, and methodologies underlying or comprising the Services and the Cellarian Output.
(b) No Ownership Interest. The Laboratory acquires no ownership interest in the Cellarian Technology or the Cellarian Output. The Laboratory’s rights are limited to the permitted use expressly described in Section 8.
Section 6. Intellectual Property Restrictions
The Laboratory shall not, and shall not permit any Provider or any other person to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the underlying logic, algorithms, methodology, clinical phrasing, rules, or source code of the Services, the Cellarian Technology, or any Cellarian Output;
(b) modify, adapt, or create derivative works of the Cellarian Technology or any Cellarian Output, except to the limited extent necessary for the Laboratory’s own permitted use under Section 8; or
(c) access or use the Services, the Cellarian Technology, or any Cellarian Output to build, develop, or assist any third party in building or developing any product or service that competes with or is substantially similar to the Services.
Section 7. Prohibition on AI/ML and Competitive Use
The Laboratory shall not, and shall not permit any Provider or any other person to, use any Cellarian Output, or any component, portion, derivative, output, metadata, or application programming interface response thereof, to develop, train, fine-tune, validate, benchmark, or improve any artificial intelligence, machine learning, natural language processing, or other automated or rules-based system or model, or any competing product or service, whether for the Laboratory or for any third party.
Section 8. Use Restrictions
(a) Permitted Use. The Laboratory may use Cellarian Output solely for the Laboratory’s own clinical, billing, and regulatory-compliance purposes.
(b) Prohibited Use. The Laboratory shall not (i) redistribute, resell, sublicense, lease, lend, or otherwise make Cellarian Output available to any third party except as necessary for the permitted use in Section 8(a); or (ii) create, compile, or maintain any database, index, library, or compilation of Cellarian Output or Cellarian Output components for any purpose other than the permitted use in Section 8(a).
Section 9. Provider Use Restrictions
The Laboratory shall ensure that each Provider’s use of Cellarian Output is limited to that Provider’s own clinical, billing, and compliance activities for the Laboratory, and that no Provider copies, redistributes, reverse engineers, or uses Cellarian Output or Cellarian Output components for any purpose outside the Laboratory’s operations.
Section 10. Confidentiality and Trade-Secret Treatment
(a) Duty of Confidentiality. The Laboratory shall hold the Confidential Information in confidence, shall use it solely as necessary for the permitted use of the Services under these Terms of Service, and shall not disclose it to any third party except to Providers and personnel who have a need to know for that permitted use and who are bound by confidentiality obligations at least as protective as these. The Laboratory shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care.
(b) Trade-Secret Treatment. The Laboratory acknowledges that the Cellarian Technology and the Cellarian Output embody Cellarian Trade Secrets. The Laboratory shall treat all Confidential Information that constitutes a Trade Secret accordingly.
(c) Duration. The Laboratory’s obligations under this Section 10 continue for five (5) years after the Laboratory ceases to access the Services, and, with respect to any Confidential Information that constitutes a Trade Secret, for so long as that information remains a Trade Secret under applicable law.
(d) Compelled Disclosure. If the Laboratory is required by law, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, the Laboratory shall, to the extent legally permitted, promptly notify Cellarian, cooperate with Cellarian’s efforts to obtain confidential treatment or a protective order, and disclose only the minimum portion legally required.
Section 11. Service-Continuity Disclosure
The Services are provided by Cellarian, Inc. If the Laboratory accesses the Services through a reseller or other third party and the relationship between that reseller or third party and Cellarian is disrupted, Cellarian may contact the Laboratory directly to offer continuity of the Services under a direct agreement between the Laboratory and Cellarian.
Section 12. Scope; No Billing Relationship; No Protected Health Information
(a) Limited Scope. These Terms of Service govern only the Laboratory's intellectual property, use, and confidentiality obligations to Cellarian.
(b) No Billing Relationship. These Terms of Service do not create any billing, invoicing, or payment relationship between Cellarian and the Laboratory. Any billing for the Laboratory’s access to the Services is handled by the reseller or other third party through which the Laboratory accesses the Services, under that party’s own arrangement with the Laboratory.
(c) No Protected Health Information. These Terms of Service do not govern, and Cellarian does not receive under these Terms of Service, any Protected Health Information (as defined under HIPAA). The creation, receipt, maintenance, use, and disclosure of Protected Health Information in connection with the Services are governed exclusively by the applicable Business Associate Agreement or Agreements among the Laboratory, any applicable reseller or other intermediary, and Cellarian. To the extent of any conflict between these Terms of Service and an applicable Business Associate Agreement with respect to Protected Health Information, the Business Associate Agreement controls.
Section 13. Relationship to Other Agreements; Precedence; Supersession
(a) Operative Instrument. These Terms of Service constitute the binding agreement between Cellarian and the Laboratory regarding the Laboratory's intellectual property, use, and confidentiality obligations in connection with the Services.
(b) Independence. The Laboratory’s obligations under these Terms of Service are independent of, and are not diminished by, any agreement between the Laboratory and any reseller or other third party. The Laboratory is not a party to, and acquires no rights under, any reseller agreement or other agreement between Cellarian and any third party.
(c) Protected Health Information. The applicable Business Associate Agreement controls solely as to Protected Health Information, as provided in Section 12(c).
(d) Supersession by Direct Agreement. If the Laboratory later enters into a direct services agreement with Cellarian, that direct agreement governs and supersedes these Terms of Service as to the Laboratory upon its effective date.
Section 14. Updates to These Terms of Service
(a) Update Right. Cellarian may update these Terms of Service from time to time. Cellarian will provide notice of a material update by email to the Laboratory’s acceptance or account contact, by notice presented within the Services or the integration through which the Laboratory accesses the Services, or by both, at Cellarian’s discretion, and will specify the effective date of the updated version.
(b) Acceptance of Updates. The Laboratory’s continued access to or use of the Services on or after the effective date of an updated version constitutes the Laboratory’s acceptance of the updated version. Where Cellarian presents the updated version for affirmative acceptance, Section 4 applies to that acceptance.
(c) Retention of Prior Versions. Cellarian retains each prior accepted version of these Terms of Service and the associated record of acceptance.
Section 15. Equitable Relief
The Laboratory acknowledges that any breach of Section 5, 6, 7, 8, 9, or 10 may cause Cellarian irreparable harm for which monetary damages would be inadequate, and that Cellarian is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.
Section 16. General
(a) Governing Law. These Terms of Service are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
(b) Venue. The exclusive venue for any dispute arising out of or relating to these Terms of Service is the state and federal courts located in Houston, Harris County, Texas, and the Laboratory consents to the personal jurisdiction of those courts.
(c) Binding Effect. These Terms of Service bind and inure to the benefit of the parties and their respective successors and permitted assigns.
(d) Severability. If any provision of these Terms of Service is held unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
(e) Entire Agreement as to Subject Matter. These Terms of Service constitute the entire agreement between Cellarian and the Laboratory with respect to their subject matter and supersede all prior and contemporaneous understandings with respect to that subject matter, except as provided in Sections 12(c) and 13.
(f) Survival. Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, 15, and 16, and any other provision that by its nature should survive, survive any cessation of the Laboratory’s access to the Services.
LABORATORY:
Legal Entity Name: __________________________
By: __________________________ (signature)
Printed Name: __________________________
Title: __________________________
Date: __________________________
Version of Terms of Service Accepted: v2.0
End of Terms of Service