Cell-Ed, Inc. Terms of Service (“Terms”)
Cell-Ed, Inc. (“Cell-Ed,” “us,” “we,” or “our”) provides its services (described below) to you through its website located at https://www.cell-ed.com (the “Site”) and through its mobile application and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (the “Terms” or “Terms of Service”). We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
CELL-ED IS NOT A LICENSED MEDICAL CARE PROVIDER AND THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE OR DIAGNOSE, TREAT OR MANAGE ANY ILLNESS OR MEDICAL CONDITION. PLEASE CONSULT WITH A LICENSED PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS THAT MAY AFFECT YOUR HEALTH AND SAFETY. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH THE SERVICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CELL-ED ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. BY USING THESE SERVICES, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF SERVICE, PLEASE DO NOT USE THESE SERVICES.
Access and Use of the Service
Services Description: Cell-Ed’s products and services facilitate cross-platform remote learning and communications.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account, whether conducted by you, your organization, employees, or authorized agents. Cell-Ed is entitled to act on instructions received under your password. You agree to (a) immediately notify Cell-Ed of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Cell-Ed is not responsible for any actions taken or transactions made to or from your accounts by any other party using your password, and Cell-Ed will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to the Service: We may modify, suspend, or terminate access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. You agree that Cell-Ed will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage of Your Information: You acknowledge that Cell-Ed may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Cell-Ed’s servers on your behalf. You agree that Cell-Ed has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Cell-Ed reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Cell-Ed reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Cell-Ed and other entities by SMS, MMS, text message, WhatsApp message, push notification or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Cell-Ed account information to ensure that your messages are not sent to the person that acquires your old number.
When you use the Service or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, SMS, MMS, or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By using the Service, you acknowledge and agree that Cell-Ed may send e-mails and text messages to the mobile number you provide relating to your account. You can opt out of your subscription to Cell-Ed’s e-mail services at any time by logging in to the Service and changing your notification preferences. You can opt out of receiving text messages by replying “STOP” to any message at any time, and by updating your contact preferences in your user account. You can also unsubscribe form special promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.
You acknowledge and agree that you are solely responsible for providing Cell-Ed with accurate contact information, including your mobile device number and email address, where we may send communications containing Personal Information. Cell-Ed is not responsible for user errors and omissions.
Conditions of Use
User Conduct: You agree to use the Services only as directed and approved. Cell-Ed reserves the right to investigate and take appropriate legal action against anyone who, in Cell-Ed’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service in a manner that Cell-Ed determines, in its sole discretion, is illegal or improper, including any attempt to:
- resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Services;
- modify, reverse engineer, decompile or disassemble any of the technology or software comprising or making up the Services (the “Software”);
- copy, adapt, alter, modify, translate, or create derivative works of the Services without the written authorization of Cell-Ed;
- permit other individuals to use the Services, including but not limited to shared use via a network connection, except under the terms of this Agreement;
- circumvent or disable any technological features or measures in the Services for protection of intellectual property rights;
- use the Services in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
- use or access the Services to compile data in a manner that is used or usable by a competitive product or service;
- use your account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;
- use your account to engage in any illegal conduct;
- upload to transmit any communications that infringe or violate the rights of any party;
- upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.
Any such forbidden use shall immediately terminate your license to use the Services.
Special Notice for International Use; Export Controls: Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Apple- and Google-Enabled Software Applications:
Cell-Ed offers mobile applications that may be made commercially available by Apple Inc. (“Apple”, and such apps, “Apple-Enabled Software”) or third parties that operate using the Android operating system, which is owned by Google, Inc. (“Google” which, together with Apple, is referred to herein as the “Marketplace Provider”; such software together with the Apple-Enabled Software, the “Marketplace-Enabled Software”). or other distribution channels (“Distribution Channels”). With respect to the Marketplace Enabled Software, in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:
- If you obtain such Marketplace-Enabled Software, you may be subject to additional terms of the Marketplace Provider. These Terms of Service are between you and us only, and not with the Marketplace Provider. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
- Cell-Ed and you acknowledge that these Terms of Service are concluded between Cell-Ed and you only, and not with a Marketplace Provider, and that as between Cell-Ed and Marketplace Provider, Cell-Ed, not Marketplace Provider, is solely responsible for the Marketplace-Enabled Software and the content thereof.
- You may not use the Marketplace-Enabled Software in any manner that is in violation of or inconsistent with the usage rules set forth for Marketplace-Enabled Software in, or otherwise be in conflict with, the applicable marketplace terms of service (the “App Store Terms of Service”).
- Your license to use the Marketplace-Enabled Software is limited to a non-transferable license to use the Marketplace-Enabled Software on an iOS Product or Android- Product that you own or control, as permitted by the usage rules set forth in the App Store Terms of Service.
- The Marketplace Provider has no obligation whatsoever to provide any maintenance or support services with respect to the Marketplace-Enabled Software.
- The Marketplace Provider is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Marketplace-Enabled Software to conform to any applicable warranty, you may notify the Marketplace Provider, and the Marketplace Provider will refund the purchase price for the Marketplace-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, the Marketplace Provider will have no other warranty obligation whatsoever with respect to the Marketplace-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Cell-Ed’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Cell-Ed and you acknowledge that Cell-Ed, not the Marketplace Provider, is responsible for addressing any claims of you or any third party relating to the Marketplace-Enabled Software or your possession and/or use of that Marketplace-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Marketplace-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Marketplace-Enabled Software or the end-user’s possession and use of that Marketplace-Enabled Software infringes that third party’s intellectual property rights, as between Cell-Ed and the Marketplace Provider, Cell-Ed, not the Marketplace Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints or claims with respect to the Marketplace-Enabled Software, they should be directed to Cell-Ed as follows:
Cell-Ed, Inc. 855 El Camino Real Suite 13A-212 Palo Alto, CA 94301
Cell-Ed and you acknowledge and agree that the Marketplace Provider, and the Marketplace Provider’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Marketplace-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, the Marketplace Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Marketplace-Enabled Software as a third party beneficiary thereof.
Mobile Application Updates: You acknowledge and agree that we may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of our mobile application(s) and the Service. You consent to these updates and agree such updates may be automatically installed without providing any additional notice or receiving any additional consent from you. If you do not want such updates, your remedy is to stop using the applicable mobile application. You acknowledge that you may be required to install updates to use our apps, and you agree to promptly install any updates Cell-Ed provides if the update does not automatically install. By continuing to use a mobile application after an update, you renew your agreement to these Terms of Service.
Push Messaging Express Consents: By consenting to receive content-related messages from Cell-Ed when you enroll with Cell-Ed, you expressly agree that we may communicate with you regarding an applicable mobile application or the Service generally by push notification directed to your mobile device and that certain information about your usage of the mobile application may be communicated to us.
Electronic Notices: By using the Service, you agree that we may communicate with you via SMS, MMS, text message, voice message, email or other electronic means regarding security, privacy and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please notify us at email@example.com.
Third Party Material: Under no circumstances will Cell-Ed be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Cell-Ed does not pre-screen content, but that Cell-Ed and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Cell-Ed and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Cell-Ed, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Cell-Ed are non-confidential and Cell-Ed will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Cell-Ed may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Cell-Ed, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
To provide and process the services to you, Cell-Ed shares your personally identifiable information with our authorized service providers that perform certain services or functions on our behalf. Cell-Ed may be required by law to disclose information you have provided in using any of the services on the Site. Cell-Ed may also disclose information where someone poses a threat to Cell-Ed’s interests (such as user fraud) or whose activities could bring harm to others. In addition, it may be necessary in the reasonable opinion of officials of Cell-Ed that certain information be provided to third parties, such as law enforcement authorities or governing bodies for a particular health care provider. In the event that Cell-Ed receives a court order to disclose information on the Site about you or your activities on the Site, you agree that such information may be disclosed.
You may request that we update or change the information you provided to us or to receive a copy of the information we have stored by emailing us at firstname.lastname@example.org or by updating the information in your Member profile. We will make every reasonable effort to honor your wishes, or provide you with an explanation of why we cannot make the changes requested. We may request proof of identity before updating any information.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Cell-Ed has no control over such sites and resources and Cell-Ed is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Cell-Ed will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Cell-Ed is not liable for any loss or claim that you may have against any such third party. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Indemnity and Release
You agree to release, indemnify and hold Cell-Ed and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. IN NO EVENT WILL YOU HAVE ANY OBLIGATION TO INDEMNIFY ANY INDEMNITEE FOR ANY LOSS, LIABILITY OR EXPENSE ARISING FROM ANY NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, WILLFUL, FRAUDULENT OR INTENTIONAL CONDUCT COMMITTED BY ANY INDEMNITEE. ANY OBLIGATION TO INDEMNIFY AN INDEMNITEE FOR ANY LOSS, LIABILITY OR EXPENSE ARISING FROM ANY NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, WILLFUL, FRAUDULENT OR INTENTIONAL CONDUCT COMMITTED BY ANY INDEMNITEE IS NOT ENFORCEABLE AGAINST ANY VISITOR OF THE SERVICES FROM NEW JERSEY.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CELL-ED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
CELL-ED MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CELL-ED WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CELL-ED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL CELL-ED ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CELL-ED IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION AND RELEASE”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Cell-Ed, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Cell-Ed are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND CELL-ED AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CELL-ED AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Cell-Ed is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Cell-Ed should be sent to: Cell-Ed, Inc., 855 El Camino Real Suite 13A-212, Palo Alto, CA 94301 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Cell-Ed and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Cell-Ed may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Cell-Ed or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Cell-Ed is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Cell-Ed and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Cell-Ed agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Cell-Ed will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Cell-Ed will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Cell-Ed will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Cell-Ed agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Cell-Ed written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Cell-Ed, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Cell-E believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Cell-Ed may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Cell-Ed may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Cell-Ed will not be liable to you or any third party for any termination of your access to the Service.
Notice for California Users
California Civil Code Section 1798.83 (“Shine the Light” Law) permits users of the Service from California to request information regarding the disclosure of your personal information by Cell-Ed to third parties for the third parties’ direct marketing purposes. To make such a request, please send an email to firstname.lastname@example.org. If we do not respond to your request, you may also have a right to file a complaint with: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Cell-Ed, Inc., 855 El Camino Real Suite 13A-212, Palo Alto, CA 94301 You may also contact us at email@example.com.
Questions? Concerns? Suggestions? Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
Last Updated July 22, 2022
- Business Contacts: Individuals who are employees, contractors or representatives of the businesses that we do business with, including but not limited to our customers (“Customers”);
- Learners: Individuals who download and are provided access from our Customers to use our mobile application and related technology; and
- Website Visitors: Individuals who visit our websites (the “Websites”).
In addition, Learners should please note that our Customers are independent third parties that maintain their own business practices and policies outside of their relationship with Cell-Ed and their use of the Services. As a result, we are not responsible for the privacy policies or data practices of our Customers, who may maintain separate policies and practices.
2. PERSONAL INFORMATION COLLECTION
Learner Information: If you are a Learner, we may collect the following personal information:
- Account Information: We collect your name, phone number, e-mail and similar personal information when you create an account to use the Service.
- Survey Information: We collect certain information that you voluntarily provide to us in connection with surveys and questionnaires that we send to you on behalf of our Customers regarding your use of the Services, including but not limited to, age information, demographic information, learning progress, physical activity levels, etc.
Business Contact Information. Cell-Ed may collect, generate and/or receive the following information from Business Contacts:
- Business Contact Information: If you are a representative of one of our actual or prospective customers, suppliers or business partners, we may collect personal information about you (such as your name, contact details and role) when entering into an agreement with your company and during the course of our relationship with your company.
- Marketing Information: If you have expressed an interest in our products and services, we may collect your personal information (such as your name, contact details and role) for marketing purposes.
- Communication Information: We collect personal information when you contact us or otherwise interact with us, including via phone, email, post or social media. This information may include your name, contact details and details of your interaction with us.
- Feedback Information: We collect personal information about you when you voluntarily respond to our questionnaires, surveys or requests for market research seeking your opinion and feedback, such as your name, contact details, job role and details of feedback you have provided.
Additional Information We Collect Automatically: If you are a Learner, Business Contact or Website Visitor, we may automatically log the following Additional Information:
- Device Information: The manufacturer and model, operating system, browser type, IP address, and unique identifiers of the device you use to access the Service or Website. The information we collect may vary based on your device type and settings.
- Usage Information: Information about how you use our Service or Website, such as the types of content that you view or engage with, the features you use, the actions you take, and the time, frequency, and duration of your activities. For example, we use Google Analytics, a web analytics service provided by Google LLC (“Google”) to help collect and analyze Usage Information. For more information on how Google uses this information, click here.
- Location Information: We may derive a rough estimate of your location from your IP address when you visit our website or use the Service or Website.
- Email Open/Click Information: We may collect information about the date and time you open or click links in emails we send.
We use the following technologies to collect the following Additional Information by automated means:
- Cookies, which are text files stored on your device to uniquely identify your browser or to store information or settings in the browser to help you navigate between pages efficiently, remember your preferences, enable functionality, help us understand user activity and patterns, and facilitate online advertising.
- Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data, including on your device outside of your browser in connection with specific applications.
- Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.
3. PERSONAL INFORMATION USE
We use your personal information for the following purposes:
Service Delivery, including to provide, operate, maintain, and secure the Service;
Communicating with You, including to:
- Send you updates about administrative matters such as changes to our terms or policies; and
- Provide customer support, and respond to your requests, questions and feedback.
Service Improvement, including to:
- Improve the Service and create new features;
- Personalize your experience; and
- Create and derive de-identified or aggregated statistics and insights.
Marketing and Advertising, including:
- To send you marketing communications, including notifying you of special promotions, offers and events via email and other means.
Compliance and Protection, including to:
- Comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;
- Protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
- Audit our compliance with legal and contractual requirements and internal policies; and
- Prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.
4. PERSONAL INFORMATION SHARING
Our Sharing: We may share personal information with:
- Our Customers. As a Learner, we share your Account Information and Survey Information with the Customer who provided you access to the Service.
- Service Providers, including hosting services, email services, advertising and marketing services, payment processors, customer support services, and analytics services. We take commercially reasonable steps to ensure our service providers adhere to the security standards we apply to your personal information.
- Professional Advisors, such as lawyers and accountants, where doing so is necessary to facilitate the services they render to us.
- Business Transaction Recipients, such as counterparties and others assisting with a merger, acquisition, financing, reorganization, bankruptcy, receivership, dissolution, asset sale, or similar transaction, and with successors or affiliates as part of or following that transaction.
- Government Authorities, where required to do so for the Compliance and Protection purposes described above.
5. SERVICE LOCATION
Cell-Ed is headquartered in the United States. By using the Services, you agree and acknowledge that your personal information will be transferred from your location to our and our service providers’ facilities and servers in the United States.
6. RETENTION OF PERSONAL INFORMATION
Our Service is not directed to children who are under the age of 15. Cell-Ed does not knowingly collect personal information from children under the age of 15. If we learn that we have collected personal information from a child under the age of 15 without the consent of the child’s parent or guardian as required by law, we will delete that information.
8. LINKS TO OTHER WEBSITES
Keeping your data secure is important. Cell-Ed follows current industry standards to protect your personal information. We take reasonable steps to protect the personal information provided to the Service from loss, misuse, unauthorized access, disclosure, alteration, or destruction. No network or email transmission is fully secure or guaranteed to be error free. We cannot guarantee the security of your personal information and you use the Service at your own risk. In particular, email sent to or from us may not be secure. Therefore, you should take special care in deciding what information you send to us via email. Please keep this in mind when disclosing personal information to Cell-Ed.
10. YOUR CHOICES
Update or Correct Personal Information: You can contact us and request any updates or corrections needed to keep your personal information accurate, current, and complete.
Opt Out of Marketing Communications: You may opt out of marketing communications by following the unsubscribe instructions in any marketing email we send you. Please note, however, that you may continue to receive communications as described in the Communicating with You section after opting out of marketing communications.
Do Not Track. We currently do not respond to “Do Not Track” or similar signals. Learn more about “Do Not Track” here.
12. CONTACT US
Addendum for California Residents
This section applies only to California residents. For purposes of this section, “personal information” has the meaning given in the California Consumer Privacy Act of 2018 (“CCPA”) but does not include information exempted from the scope of the CCPA. In addition, this Section does not apply to your personal information if you are interacting with Cell-Ed as a Business Contact.
Your California privacy rights. The CCPA grants individuals whose information is governed by the CCPA the following rights:
- Access. You can request a copy of the personal information that we have collected about you during the past 12 months.
- Deletion. You can ask us to delete the personal information that we have collected from you.
- Opt out of sale of your personal information. We do not sell personal information.
You are entitled to exercise the rights described above free from discrimination.
Please note that the CCPA limits these rights by, for example, prohibiting us from providing certain sensitive information in response to an access request and limiting the circumstances in which we must comply with a deletion request. If we deny your request, we will communicate our decision to you.
How users in California can exercise their rights
You may exercise your California privacy rights described above as follows:
- Right to information, access and deletion. You can request to exercise your information, access and deletion rights by contacting us at email@example.com:
- Identity verification. We will need to confirm your identity and California residency to process your requests to exercise your information, access or deletion rights. We cannot process your request if you do not provide us with sufficient detail to allow us to understand and respond to it.
- Authorized agents. California residents can empower an “authorized agent” to submit requests on their behalf. We will require the authorized agent to have a written authorization confirming that authority.
Addendum for Europe and United Kingdom
1. Data Controller
The “data controller” within the meaning of the GDPR is the legal person responsible for the processing and which decides alone or in cooperation with others which personal information (which includes Personal Data as defined under the GDPR) is being collected as well as the purposes and the technical and organizational means with regard to the processing of that personal information.
2. Legal Basis for Processing
We collect and process your personal information based on the following legal bases:
- for the purposes of complying with legal obligations or in connection with related claims;
- in order to pursue our legitimate interests of effectively managing our business operations and improving our products and services in accordance with (Art. 6(1)(f) GDPR); and
- if applicable, with your consent.
If you fail to provide certain information when requested, we may not be able to perform the contract we have entered into with you (such as providing Services), or we may be prevented from complying with our legal obligations.
3. International Transfers
We use appropriate safeguards for the transfer of personal information among our affiliates in various jurisdictions, and where required, we have implemented the European Commission controller-to-controller and controller-to-processor standard contractual clauses, or other legally recognized safeguards, for data transfer purposes.
4. Choice and Access
You have additional rights regarding how your personal information is processed, including the right to:
- request access to and obtain a copy of your personal information;
- request the transfer of your personal information you have provided to us to you or another company in a structured, commonly used and machine-readable format;
- request rectification of your personal information when it is inaccurate or incomplete;
- request erasure of your personal information where permitted under the applicable law, such as where the information is no longer necessary or lawful for us to store or where your information is outdated;
- restrict or object to the processing of your personal information (as applicable); and
- withdraw your consent at any time where this is the legal basis on which we are processing your personal information.
Please note that if you choose to withdraw your consent, you may not be able to participate in or benefit from the programs, services and initiatives for which you provided consent to the processing of your personal information. Your rights will in each case be subject to the restrictions set out in applicable data protection laws.
You may exercise these rights free of charge by contacting us at firstname.lastname@example.org. Subject to the applicable law, Cell-Ed may charge a reasonable fee or refuse to act on a request if it is manifestly unfounded or excessive, in particular because of its repetitive character. In some situations, Cell-Ed may refuse to act or impose limitations on the information disclosed if, for instance, the disclosure is likely to adversely affect the rights and freedoms of others, prejudice the execution or enforcement of the law or interfere with pending or future litigation.