Terms & Conditions and Privacy Policy

Welcome to Transcell Biologics Pvt. Ltd. (“Company”, “Transcell”, “We”, “Us”, “Our” in singular, plural, capitalized and uncapitalized form).

These Terms and Conditions (“Terms”), enforceable from the specified Effective Date of November 15, 2025 (Fifteenth Date of November, of the year Two Thousand and Twenty Five), govern the access to and use of the Company’s website, products/platform, services (including without limitation) digital platforms, and all associated content ascertained at the Company’s exclusive discretion (“Services” defined, extendable and modifiable at the Company’s discretion), by any individual and/or entity and/or user or Data Principal under the Digital Personal Data Protection Act, 2023 (“DPDPA”) and the Digital Personal Data Protection Rules, 2025 (“DPDPR”) (hereinafter referenced as “User/user/You/you/Your/your/Yourself/yourself/Data Principal” in singular, plural, capitalized and uncapitalized form). By accessing or using the Company’s website and/or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you shall not access or use the Company’s website or Services. You acknowledge and agree that your access and/or use of the Company’s website and/or Services constitutes the consideration received by you to be bound contractually by these Terms.

  1. Acceptance of Terms:

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to comply with these Terms and all applicable laws and regulations, including the Indian Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025. If you do not agree, you must discontinue using the Services.

  1. Company Overview

Transcell Biologics is an innovation-driven biotechnology company engaged (without limitation) in the discovery, development, and testing of pharmaceutical and biopharmaceutical compositions using proprietary Biobox platform technology. Our offerings may include research-grade biospecimens, analytical services, scientific reports, digital tools, and related applications.

  1. Eligibility

Use of our Services is permitted only to:

  • Individuals or entities legally capable of entering binding contracts (as per law including without limitation the Indian Contract Act, 1872);
  • Researchers, institutions, clinicians, or organizations compliant with applicable biomedical regulations;
  • Users who comply with all local, national, and international laws.
  1. Intellectual Property Rights

Transcell’s “Intellectual Property” (“Intellectual Property/IP”) means and includes, without limitation:

All existing or future patents, patent applications and patent disclosures, together with any reissuance, continuation, continuation-in-part, revision, extension, and re-examination thereof;  any trademark, service mark, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection there with trademarks, business processes, domain names, works of authorship, designs, utility models, and any copyrightable work, any copyright, whether registered or unregistered, and any application, registration, and renewal in connection there with copyrights, whether registered or unregistered, which are owned by Transcell or acquired or developed by Transcell in the course of business (ascertained at Our discretion) or developed by you for Transcell and/or for the business (ascertained at Our discretion) of Transcell during the Term of your association/use, including, but not limited to moral rights and any other similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and

all processes, inventions (whether patentable or not, and whether or not reduced to practice), any improvements thereto, and any inventions, ideas, programs, codes, software including data and related documentation, databases, programming, codes and schemes, features, application, development work and/or promotion, advertising which in any way contributes/supports, tests, helps the business (as defined at Our discretion) of Transcell whether developed by you or outsourced by Transcell, all other software development tools, supplies, proprietary information, technology, etc., whether owned (or purported to be owned) or controlled or developed or under development, used or licensed (whether as a licensor or licensee) registered or unregistered; algorithms, discoveries, correspondence, trade secrets and confidential Company information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, specification, customer and supplier lists, pricing and cost information, and Business and marketing plans and proposals; trade secrets, databases, know-how, creations or improvements upon, additions, or any research effort relating to any of the above, whether registrable or not.

Transcell’s Intellectual Property additionally includes (without limitation) proprietary technologies (including without limitation, Biobox platform technology, human induced pluripotent stem cell technology-derived insights, strategies to recapitulate (faithfully, as qualified by our discretion) Human Micro Physiological Environments (“HMPS”) on non-animal New Approach Methodologies, curated human bio samples, vault documentation, text, graphics, data, and software available through our Services.

Any other content and proprietary right ascertained by Transcell; any copies and tangible embodiments thereof (in whatever form or medium); any license or sub license of an Intellectual Property right, whether exclusive or non-exclusive to Transcell, shall also be part of (without limitation) Transcell’s Intellectual Property.

Users SHALL NOT (with reference to Our Intellectual Property) directly and/or indirectly through another/other persons/entity/entities:

  • Copy, modify, distribute, reproduce, or create derivative works;
  • Reverse engineer or attempt to extract the source code;
  • Use our IP for competitive, commercial, or unauthorized purposes.
  • Infringe upon our IP (through any manner/conduct deemed infringement at our discretion).

All rights not expressly granted are reserved by Transcell. By mere virtue of this association and/or engagement and/or use with/of Transcell, the User shall not be deemed to hold and/or be entitled to any Intellectual Property rights and/or any documents and/or access rights to any system. Post cessation of use, the User is obligated to return of all such material (ascertained at Our discretion) and abstain from any unauthorized access/use..

All the Intellectual Property and other ideas, techniques or principles relating to the Company’s business (ascertained at our discretion) or otherwise, conceived (whether during business hours or not), discovered or made by the User through the use of the Company’s Services, shall be promptly disclosed to Transcell.

All Intellectual Property created, designed or developed by the User during/through the use of Transcell’s Services will be regarded as having been made under a contract of service and being a ‘work for hire’ will belong to Transcell absolutely (unless explicitly discounted in writing by Transcell). The User irrevocably and perpetually assigns, transfers, conveys, and delivers to Transcell, all worldwide rights, title, and interest to all the Intellectual Property in all the works developed by the User through the use/engagement of Transcell’s Services with Transcell, free and clear of all encumbrances (unless explicitly discounted in writing by Transcell).  Without the express written permission of Transcell, the User is not authorised to use, refer, or authorize the use of any of Transcell’s Intellectual Property, logos, marks, trademarks, trade names, etc. for any purpose whatsoever. The User acknowledges and agrees that the above restrictions are considered reasonable for the legitimate protection of the business and goodwill of Transcell.

If any of the Intellectual Property created, designed or developed by the User is not deemed or does not qualify as work made for hire, the User hereby assigns, transfers and conveys to Transcell all of the User’s right, title and interest in and to such Intellectual Property, including, without limitation, any and all copyrights, patent, trademark, technology and any other know-how, inventions, design rights, mask work rights, exhibition rights, registration rights and other proprietary rights thereto, and any and all renewals thereof (unless explicitly discounted in writing by Transcell). The User will execute and deliver such documents as Transcell may request in order to evidence Transcell’s ownership of the Intellectual Property, and to register or perfect Transcell’s ownership of the Intellectual Property (unless explicitly discounted in writing by Transcell).

Notwithstanding the provisions of section 19(4) of the Copyright Act, 1957, any assignment of Intellectual Property (unless explicitly discounted in writing by Transcell), in so far as it relates to copyrightable material will not lapse nor the rights transferred therein revert to the User even if Transcell does not exercise the rights under the assignment within a period of 1 (one) year from the date of assignment. The User hereby waives all rights to and shall not raise any objection or claims to the copyright board with respect to the assignment, pursuant to section 19A of the Copyright Act, 1957.

  1. Use of Research-Grade Materials

If the Services include the provision of human bio-samples, analytical data, or related research utilities:

  • Materials are provided strictly for research, non-clinical, and non-diagnostic use unless otherwise explicitly authorized.
  • Users must comply with relevant bioethics, biosafety, and material-transfer regulations.
  • Resale, redistribution, or re-identification of data is strictly prohibited.
  • Transcell does not guarantee suitability for any specific research or regulatory purpose.
  1. No Medical or Clinical Use

Unless formally approved under applicable regulatory pathways: Transcell does not provide clinical/therapeutic applications, medical advice, clinical guidance, or healthcare services. Users are responsible for ensuring appropriate regulatory and ethical compliance for any downstream applications.

  1. User Obligations

Users agree to:

  • Use the Services responsibly and lawfully
  • Maintain confidentiality of any passwords or account access
  • Not engage in misuse, hacking, data scraping, or unauthorized access
  • Provide accurate information when interacting with Transcell.
  • Comply with the duties of a Data Principal under the Digital Personal Data Protection Act, 2023, which include:
  • Not registering a false or frivolous grievance or complaint with Transcell or the Data Protection Board.
  • Not impersonating another person while providing personal data.

Furnishing only verifiably authentic information when exercising the right to correction or erasure.

  1. Data Privacy

Your privacy is important to us. Our collection, use, and protection of your personal data are governed by our Privacy Policy, which is compliant with the Indian Digital Personal Data Protection Act, 2023 (“DPDPA”) and the Digital Personal Data Protection Rules, 2025 (“DPDPR”).

  • By using our Services, you consent to the processing of your personal data for the purposes specified in our Privacy Policy, parallelly referenced vide the prospective consent notice provided to you at the time of collection of your personal data.
  • You have certain rights regarding your personal data, including the right to access, correct, and withdraw your consent. For more information on your rights and our data practices, please review our comprehensive Privacy Policy.
  • We are committed to implementing reasonable security safeguards to protect your personal data from breaches.
  1. Third-Party Links and Integrations

Our Services may contain links or integrations to third-party tools. Transcell does not endorse, control, or assume liability for third-party platforms, their content, or their practices.

  1. Warranties and Disclaimers

Transcell provides its Services “as is” and “as available.”

We do not warrant that:

  • Services will be uninterrupted, error-free, or secure;
  • Research results, data, or analytics generated using our technology will achieve specific outcomes;
  • Materials or content are free from contaminants or errors.
  • All research and development uses are at the user’s own risk.
  1. Limitation of Liability

To the maximum extent permitted by law, Transcell is not liable for any:

  • Direct, indirect, incidental, special, consequential, or punitive damages;
  • Loss of data, business, revenue, or reputation;
  • Damages arising from scientific interpretation, misuse of materials, regulatory non-compliance, or unauthorized reliance on research outputs.
  • Users assume all risks associated with use of Services.
  1. Indemnification

Users agree to specifically indemnify (to the extent of Transcell’s exclusive discretionary acceptance),  defend, and hold harmless Transcell, its directors, employees, and affiliates from any claims, damages, liabilities, or expenses arising from:

  • Use or misuse of Services (directly by users and/or indirectly through another/other persons/entity/entities);
  • Violation of these Terms (directly by users and/or indirectly through another/other persons/entity/entities);
  • Regulatory breaches (directly by users and/or indirectly through another/other persons/entity/entities);
  • Intellectual Property infringement (directly by users and/or indirectly through another/other persons/entity/entities).
  1. Modifications to Terms or Services

Transcell reserves the right to modify, update, or discontinue any aspect of the Services or these Terms at any time. Changes become effective upon posting to the website. Continued use indicates acceptance of revised Terms.

  1. Grievance Redressal Mechanism and Dispute Resolution

For any grievances related to our Services or the processing of your personal data, please contact our designated Grievance Redressal Contact Person. We will address your concerns in a timely manner. You shall exhaust this mechanism before approaching the Data Protection Board.

Upon the mandatory exhaustion of this grievance redressal mechanism, all disputes arising from these Terms, may be exclusively adjudicated before the Civil Courts at Hyderabad, Telangana, unless otherwise required under applicable international law (with such requirement, ascertained at Transcell’s discretion) (subject to Transcell’s discretionarily qualified exclusive acceptance/rejection of dispute merit in writing, in every case).

  1. Anti-Disparagement

You agree that you shall not, under any circumstances, either during the use of Transcell’s Services or thereafter, intentionally and maliciously, disparage, criticize or denigrate the talents, skills, products, prospects, abilities, services, integrity, management or character of Transcell, or the senior management of Transcell in a manner that causes, in the sole and absolute discretion of Transcell, material harm to those persons who are engage with Transcell. In furtherance thereto, you shall not indulge in doing the following:

  1. writing any unsolicited mails or spamming Transcell imputing or intending to cause annoyance, inconvenience, insult, injury, criminal intimidation, enmity, hatred or ill will, whether during or post the use of Transcell’s Services; and
  2. approach press/presses or media (physical and/or digital) and/or post anything on social media in any form or manner that would defame or tarnish the image of Transcell and its agents, affiliates, clients or customers in any manner whatsoever.

You further agree that you shall not, directly or indirectly, at any time after the date thereof contact any past, present or prospective investor, lender, customer, supplier, employee, agent or representative of Transcell with the intent, purpose or effect of intentionally and maliciously injuring the reputation of Transcell. You also agree that you shall not encourage another person to undertake such activities on your behalf or permit another through disclosure of information to that party to circumvent the foregoing prohibitions.

Without prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of this clause 15 of these Terms will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of the provisions of clause 15 and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of the provisions of Clause 15 of these Terms by you. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.

  1. Termination

Transcell may suspend or terminate access to our website and/or Services at any time for violations of these Terms or for operational, legal, or security reasons (ascertain at our discretion).

  1. Processing of the Personal Data of Children and Persons with DisabilitiesFor any Services involving a child (an individual below 18 years of age) or a person with disabilities, the Company shall obtain verifiable consent from the child’s parent or lawful guardian/the lawful guardian of such person with disabilities, before processing any of their personal data, in accordance with the DPDPA.
  2. RemediesWithout prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of these Terms will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of these terms and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of these Terms. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.
    19. Contact Information
    For legal, compliance, or policy inquiries:
    Transcell Biologics Pvt. Ltd. 8th Floor, Western Pearl, Hitech City Rd, Hyderabad, Telangana 500084 India
    info@tran-scell.com, +91 77999 14445
    Revised Privacy Policy for Transcell Biologics
    Privacy Policy
    Effective Date: November 15, 2025 (Fifteenth Date of November, of the year Two Thousand and Twenty Five)
    This Privacy Policy (“Policy”), enforceable from the Effective Date of November 15, 2025 (Fifteenth Date of November, of the year Two Thousand and Twenty Five) describes how Transcell Biologics Pvt. Ltd. (“Transcell”, “we”, “our”, “us” in singular, plural, capitalized and uncapitalized form) collects, uses, shares, and protects your personal data. By accessing or using our website/platform, products, or services (in any manner ascertained at our discretion) (collectively, “Services” defined, extendable and modifiable at our discretion), you agree to the terms of this Policy. This Policy is framed in compliance with the Digital Personal Data Protection Act, 2023 (“DPDPA”) and the Digital Personal Data Protection Rules, 2025 (“DPDPR”). You acknowledge and agree that your access and/or use of Transcell’s website and/or Services constitutes the consideration received by you to be bound contractually by this Policy.
  3. Definitions
  • Data Fiduciary: The entity that determines the purpose and means of processing personal data. For the purpose of this Policy, Transcell is the Data Fiduciary.
  • Data Principal: The individual to whom the personal data relates (“you”).
  • Personal Data: Any data about an individual who is identifiable by or in relation to such data.
  • Processing: A wholly or partly automated operation or set of operations performed on digital personal data, including (without limitation) collection, recording, organization, structuring, storage, adaptation, retrieval, use, sharing, disclosure, restriction, erasure or destruction.
  • “You/you” or “Your/your” or “Yourself/yourself” in singular, plural, capitalized and uncapitalized form shall refer to the Data Principal and/or any individual/entity/user accessing/using our website, products/platform and/or our Services .
  • Data Protection Board (DPB): The regulatory authority established under the DPDPA.
  1. Our Commitment to Your Privacy
    Transcell is committed to processing your personal data lawfully, fairly, and transparently. We adhere to the core principles of the DPDPA, including:
  • Consent and Transparency: We process your data based on your informed consent and are transparent about our practices.
  • Purpose Limitation: We collect and process your data only for specified, explicit, and lawful purposes.
  • Data Minimisation: We collect only the personal data that is necessary to fulfil the stated purpose.
  • Accuracy: We take reasonable steps to ensure the data we process is accurate and up-to-date.
  • Storage Limitation: We retain your data only for as long as necessary.
  • Security Safeguards: We implement robust security measures to protect your data.
  • Accountability: We take responsibility for complying with applicable data protection laws.
  1. Personal Data We Collect
    3.1. Information You ProvideWe collect information you provide directly to us when you create an account, subscribe to our communications, download materials, or otherwise interact with our Services. This may include:
  • Personal Information: Your first and last name, email address, postal address, and telephone number.
  • Professional Information: Your job title, company name, area of work, industry, and scientific interests.

We collect this information to ensure we provide content and services relevant to you. We will not ask for sensitive personal data unless required for a specific service and only with your explicit consent. 3.2. Information We Collect Automatically When you use our Services, we may automatically collect information about your visit using tracking mechanisms such as cookies, pixels, and scripts. This helps us optimize our website and personalize your experience. This information may include your IP address, browser type, operating system, and interaction with our websites or emails. You can manage your cookie preferences through your browser settings.
3.3. Information from Other Sources We may obtain information from other publicly available sources, such as scientific organizations, academic institutions, and research conferences, where there is a clear link between your work and the Services we offer.
4. Legal Basis for Processing Your Personal Data
We process your personal data on the following legal grounds as established under the DPDPA:

  • Consent: Where you have given free, specific, informed, unconditional, and unambiguous consent for the processing of your personal data for a specified purpose.
  • Certain Legitimate Uses: Where processing is permitted under the DPDPA for legitimate uses, including without limitation, responding to your voluntary requests, compliance with law, or in medical emergencies.
  1. How We Use Your Personal Data
    We use your personal data for the following specified purposes:.
  1. providing / administering/ managing/ improving services and contacting you in such regard;
  2. detailed verification of your credentials / profile;
  3. enabling your access to use the services, including delivering notifications like confirmations, alerts, updates, and one-time passwords;
  4. publishing your feedback regarding our services;
  5. responding to your comments, queries, requests, and legitimate claims and resolving any issues;
  6. managing your online account and any orders/purchases;
  7. keeping you informed or updating you on various services;
  8. sending you information that may be of interest to you;
  9. sending you technical notices, security alerts, and administrative messages.
  10. communicating with you about products, services, and events that may be of interest to you, based on your consent.
  11. archiving / backing up Personal Data;
  12. cooperating with government and regulatory authorities, judicial, quasi-judicial, or regulators in accordance with our legal obligations;
  13. notifying you of any violation of any third-party rights, law, agreements, and/or policies;
  14. sharing your data with our Data Processors to help perform statistical analysis;
  15. conducting research, development and analysis to measure, maintain, protect, develop, expand and improve our business (defined at our discretion), complying with prescribed law;
  16. Anonymizing your Personal Data and removing any personal identification/identifier from your data (effectively de-personalizing your original Personal Data); in furtherance of our research, development and analysis to measure, maintain, protect, develop, expand and improve our business (defined at our discretion), complying with prescribed law ;
  17. monitoring aggregated metrics such as total number of visitors and traffic;
  18. sending you marketing communications; and
  19. sending you mails or contacting you for customer satisfaction surveys, market research, or promotional activities.
  20. To prevent and address fraud, security threats, or breaches of our policies.

Transcell will take all reasonable measures as prescribed under law to prevent unauthorized access and misuse of your Personal Data. However, Transcell shall not be responsible for any such unauthorized access and misuse of your Personal Data by unauthorized persons despite having taken all such measures.
6. How We Share Your Personal Data

We may share your personal data with third-party service providers (Data Processors) who perform services on our behalf, such as payment processing, webinar hosting, or customer relationship management. We enter into valid contracts with our Data Processors, who are prohibited from using your personal data for any purpose other than providing the services we have contracted them for.

  1. Your Rights as a Data Principal
    Under the DPDPA, you have the following rights in relation to your personal data:
  • Right to Access Information: You have the right to obtain a summary of your personal data being processed, the processing activities undertaken, and the identities of any third parties with whom your data has been shared.
  • Right to Correction and Erasure: You have the right to request the correction of inaccurate or misleading personal data, the completion of incomplete data, and the erasure of personal data that is no longer necessary for the purpose for which it was collected.
  • Right to Withdraw Consent: You have the right to withdraw your consent (concerning personal data) at any time with an ease comparable to that with which it was given. Withdrawal will not affect the lawfulness of processing based on consent before its withdrawal.
  • Right of Grievance Redressal: You have the right to lodge a grievance with our Grievance Officer if you have concerns about the processing of your personal data.
  • Right to Nominate: You have the right to nominate another individual to exercise your rights (under the DPDPA and DPDPR) in the event of your death or incapacity.

To exercise any of these rights, please contact our designated Grievance Redressal Contact Person using the details provided in the “Grievance Redressal” section.

  1. Data Retention and Erasure
    We will retain your personal data only for as long as is necessary to fulfil the purposes for which it was collected or as required by applicable law. Once the specified purpose is no longer being served, we will erase or anonymize your personal data in accordance with our data retention policies and the DPDPR. We will provide you with advance notice before your data is scheduled for erasure where required.
  2. Security of Your Personal Data
    We have implemented appropriate technical and organisational security safeguards to protect your personal data from unauthorized access, use, alteration, or destruction. These measures include encryption, access controls, regular security audits, and business continuity plans.
    10. Personal Data Breach Notification
    In the event of a personal data breach, we will notify the Data Protection Board and affected Data Principals in accordance with the timelines and procedures prescribed under the DPDPR.
  3. Processing of the Personal Data of Children and Persons with Disabilities
    We do not knowingly collect or process personal data from children (individuals under the age of 18) or persons with disabilities without verifiable parental/their respective lawful guardian consent. If we become aware that we have processed a child/disabled person's personal data without such consent, we will take steps to delete it immediately.
  4. Cross-Border Data Transfer
    We may transfer your personal data to countries outside of India. Such transfers will be made in compliance with the DPDPA, the DPDPR and subject to any restrictions or conditions notified by the Central Government of India.
  5. Grievance Redressal Mechanism and Dispute Resolution
    If you have any grievances regarding the processing of your personal data, you may contact our designated Grievance Redressal Contact Person:
  • Name: Vikas K
  • Email: info@tran-scell.com
  • Address: Transcell Biologics Pvt. Ltd. 8th Floor, Western Pearl, Hitech City Rd, Hyderabad, Telangana 500084 India

We will respond to your grievance within the timeframes stipulated by law. You must exhaust this grievance redressal mechanism before approaching the Data Protection Board. Upon the mandatory exhaustion of this grievance redressal mechanism, all disputes arising from this Policy, may be exclusively adjudicated before the Civil Court’s at Hyderabad, Telangana (subject to Transcell’s discretionarily qualified exclusive acceptance/rejection of dispute merit in writing).

  1. Anti-Disparagement
    You agree that you shall not, under any circumstances, either during the use of Transcell’s Services or thereafter, intentionally and maliciously, disparage, criticize or denigrate the talents, skills, products, prospects, abilities, services, integrity, management or character of Transcell, or the senior management of Transcell in a manner that causes, in the sole and absolute discretion of Transcell, material harm to those persons who are engage with Transcell. In furtherance thereto, you shall not indulge in doing the following:
  1. writing any unsolicited mails or spamming Transcell imputing or intending to cause annoyance, inconvenience, insult, injury, criminal intimidation, enmity, hatred or ill will, whether during or post the use of Transcell’s Services; and
  2. approach press or media and/or post anything on social media in any form or manner that would defame or tarnish the image of Transcell and its agents, affiliates, clients or customers in any manner whatsoever.

You further agrees that you will not, directly or indirectly, at any time after the date thereof contact any past, present or prospective investor, lender, customer, supplier, employee, agent or representative of Transcell with the intent, purpose or effect of intentionally and maliciously injuring the reputation of Transcell. You also agree that you shall not encourage another person to undertake such activities on your behalf or permit another through disclosure of information to that party to circumvent the foregoing prohibitions.
Without prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of this clause 14 of this Privacy Policy will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of the provisions of clause 14 and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of the provisions of Clause 14 of the Privacy Policy by you. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.

  1. Intellectual Property Rights
    Transcell’s “Intellectual Property” (“Intellectual Property/IP”) means and includes, without limitation:
    All existing or future patents, patent applications and patent disclosures, together with any reissuance, continuation, continuation-in-part, revision, extension, and re-examination thereof;  any trademark, service mark, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection there with trademarks, business processes, domain names, works of authorship, designs, utility models, and any copyrightable work, any copyright, whether registered or unregistered, and any application, registration, and renewal in connection there with copyrights, whether registered or unregistered, which are owned by Transcell or acquired or developed by Transcell in the course of business (ascertained at Our discretion) or developed by you for Transcell and/or for the business (ascertained at Our discretion) of Transcell during the Term of your association/use, including, but not limited to moral rights and any other similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and
    all processes, inventions (whether patentable or not, and whether or not reduced to practice), any improvements thereto, and any inventions, ideas, programs, codes, software including data and related documentation, databases, programming, codes and schemes, features, application, development work and/or promotion, advertising which in any way contributes/supports, tests, helps the business (as defined at Our discretion) of Transcell whether developed by you or outsourced by Transcell, all other software development tools, supplies, proprietary information, technology, etc., whether owned (or purported to be owned) or controlled or developed or under development, used or licensed (whether as a licensor or licensee) registered or unregistered; algorithms, discoveries, correspondence, trade secrets and confidential information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, specification, customer and supplier lists, pricing and cost information, and Business and marketing plans and proposals; trade secrets, databases, know-how, creations or improvements upon, additions, or any research effort relating to any of the above, whether registrable or not.
    Transcell’s Intellectual Property additionally includes (without limitation) proprietary technologies (including without limitation, Biobox platform technology, human induced pluripotent stem cell technology-derived insights, strategies to recapitulate (faithfully, as qualified by our discretion) Human Micro Physiological Environments (“HMPS”) on non-animal New Approach Methodologies, curated human bio samples, vault documentation, text, graphics, data, and software available through our Services.
    Any other content and proprietary right ascertained by Transcell; any copies and tangible embodiments thereof (in whatever form or medium); any license or sub license of an Intellectual Property right, whether exclusive or non-exclusive to Transcell, shall also be part of (without limitation) Transcell’s Intellectual Property.
    You SHALL NOT (with reference to Our Intellectual Property) directly and/or indirectly through another/other persons/entity/entities:
  • Copy, modify, distribute, reproduce, or create derivative works;
  • Reverse engineer or attempt to extract the source code;
  • Use our IP for competitive, commercial, or unauthorized purposes;
  • Infringe upon our IP (through any manner/conduct deemed infringement at our discretion).

All rights not expressly granted are reserved by Transcell. By mere virtue of this association and/or engagement and/or use with/of Transcell, you shall not be deemed to hold and/or be entitled to any Intellectual Property rights and/or any documents and/or access rights to any system. Post cessation of use, you are obligated to return of all such material (ascertained at Our discretion) and abstain from any unauthorized access/use.
All the Intellectual Property and other ideas, techniques or principles relating to Transcell’s business (ascertained at our discretion) or otherwise, conceived (whether during business hours or not), discovered or made by you through the use of the Transcell’s Services, shall be promptly disclosed to Transcell.
All Intellectual Property created, designed or developed by you during/through the use of Transcell’s Services will be regarded as having been made under a contract of service and being a ‘work for hire’ will belong to Transcell absolutely (unless explicitly discounted in writing by Transcell). You irrevocably and perpetually assign, transfer, convey, and deliver to Transcell, all worldwide rights, title, and interest to all the Intellectual Property in all the works developed by you through the use/engagement of Transcell’s Services with Transcell, free and clear of all encumbrances (unless explicitly discounted in writing by Transcell).  Without the express written permission of Transcell, you are not authorised to use, refer, or authorize the use of any of Transcell’s Intellectual Property, logos, marks, trademarks, trade names, etc. for any purpose whatsoever. You acknowledge and agree that the above restrictions are considered reasonable for the legitimate protection of the business and goodwill of Transcell.
If any of the Intellectual Property created, designed or developed by you is not deemed or does not qualify as work made for hire, you hereby assigns, transfers and convey to Transcell all of your right, title and interest in and to such Intellectual Property, including, without limitation, any and all copyrights, patent, trademark, technology and any other know-how, inventions, design rights, mask work rights, exhibition rights, registration rights and other proprietary rights thereto, and any and all renewals thereof (unless explicitly discounted in writing by Transcell). You shall execute and deliver such documents as Transcell may request in order to evidence Transcell’s ownership of the Intellectual Property, and to register or perfect Transcell’s ownership of the Intellectual Property (unless explicitly discounted in writing by Transcell).
Notwithstanding the provisions of section 19(4) of the Copyright Act, 1957, any assignment of Intellectual Property (unless explicitly discounted in writing by Transcell), in so far as it relates to copyrightable material will not lapse nor the rights transferred therein revert to you even if Transcell does not exercise the rights under the assignment within a period of 1 (one) year from the date of assignment. You hereby waive all rights to and shall not raise any objection or claims to the copyright board with respect to the assignment, pursuant to section 19A of the Copyright Act, 1957.

  1. Changes to This Policy
    We reserve the right to change this Policy at any time. If we make any material changes, we will notify you by email or by posting a notice on our website 30 days prior to the changes taking effect.
  2. Indemnification and Damages
    You agree to specifically indemnify (to the extent of Transcell’s exclusive discretionary acceptance),defend, and hold harmless Transcell, its directors, employees, and affiliates from any claims, damages, liabilities, or expenses arising from:
  • Your use or misuse of Services (directly and/or indirectly through another/other persons/entity/entities);
  • Your violation of this Policy (directly and/or indirectly through another/other persons/entity/entities);
  • Regulatory breaches caused by you (directly and/or indirectly through another/other persons/entity/entities);
  • Intellectual Property infringement caused by you (directly and/or indirectly through another/other persons/entity/entities);
  1. Remedies
    Without prejudice to any other rights or remedies of Transcell, you acknowledge and agree that a breach of this Policy will cause Transcell grave and irreparable harm, loss, and injury for which damages would not be an adequate remedy for any breach of this Policy and that, accordingly, Transcell and/or its shareholders/limited liability partners, or any other securities holder of Transcell, shall have the right to an injunction, specific performance or any other equitable remedy for any threatened or actual breach of this Policy. You shall submit to orders and injunctions prayed and waive objections, if any, to such actions or proceedings or relief sought to the extent permitted by applicable Law.
  2. How to Contact UsFor any questions about this Privacy Policy, please contact us at info@tran-scell.com
  3. Termination
    Transcell may suspend or terminate access to our website and/or Services at any time for violations of this Policy or for operational, legal, or security reasons (ascertain at our discretion).

You shall not use Transcell's/the Company's website, products/platform, services (including without limitation) digital platforms, and all associated content ascertained at the Company's exclusive discretion  (“Services” defined, extendable and modifiable at the Company’s discretion) to train, finetune, or evaluate any Artificial Intelligence ("AI") and Machine Learning ("ML") Models,without prior express clear and unambiguous written consent obtained from Transcell/the Company.