The following Terms of Use (“Terms”) govern your access to and use of Celia Group, Inc.’s (“Company”) membership platform and website (collectively “the Platform”), and all other services we provide including the sale of Products (“Services”) Please read the Terms carefully. Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access the Platform and use the Services in accordance with these Terms.

Your use of the Services constitutes your agreement to be bound by these Terms. If you disagree with one or more of these terms or find them unacceptable in any way, please do not use the Services. Company makes certain telehealth-related and other health-related information available to you and/or facilitates access to telemedicine and medical services. In these Terms “you” means the individual or company accessing the Platform and/or Services and “we” or “us” means Company.

We have the right in our sole discretion to modify the Terms at any time by posting the amended Terms on the Platform. Any use of the Services or Platform after our publication of any such changes shall constitute your acceptance of the Terms as modified.

1. Emergencies. THIS PLATFORM IS NOT AN EMERGENCY-RESPONSE OR EMERGENCY-MONITORING SERVICE AND ANY PERSON WHO IS AWARE OF AN EMERGENCY SITUATION OR BELIEVES THAT A PERSON MAY BE AT RISK OF INJURY OR DEATH OR WHO MAY HARM THEMSELVES OR ANOTHER PERSON SHOULD DIAL “911” OR AN APPROPRIATE EMERGENCY RESPONDER. COMPANY IS UNDER NO OBLIGATION TO MONITOR OR RESPOND TO COMMUNICATIONS MADE TO THIS PLATFORM.

2. Patient Responsibility to be under care of Independent Healthcare Professionals. TheCompany’s role is to facilitate the provision of telehealth-related information and services as well as sell Products (defined below) through our Platform. The Company itself does not provide medical advice or services. The information and consulting services provided by the Company are intended to be used for informational purposes only, and should be shared with your doctor or another qualified healthcare professional, who can independently evaluate the information and make recommendations with them. Each person is different, and the way you react to a particular Product may be significantly different from the way other people react to such product. You should also consult your healthcare professional regarding any interactions between any medication you are currently taking and nutritional supplements. Our Platform connect you with physicians, health professionals and other third party medical providers who have an affiliation with the Company (“Third Party Medical Services”). The Third Party Medical Services are limited to their specific areas of focus and are not intended to take the place of primary care or specialist physicians who you may see for your ongoing healthcare needs. All data, information, text, graphics, links, and other material on this Platform are provided as a convenience to our Platform visitors. Except as to information provided or communicated by the Third Party Medical Services in the course of a telehealth encounter directly between you and a health professional, the information provided on this Platform is for general informational and educational purposes only. The information provided on our Platform is not intended to serve as medical or other professional advice and is not to be used for diagnosis or treatment of any condition or symptom. Information provided on this Platform does not constitute the provision or practice of medical or professional health care advice or services. You should consult your physician or other qualified health care provider regarding any specific questions you may have. You should never disregard professional advice or delay in seeking treatment based on the information contained on this Platform or other websites linked to or from it.

3. Age Limitations. The Platform is not intended for anyone under the age of 18, without the consent of a parent or guardian. If you are under 18 years of age, please do not use or access the Platform, without the consent of a parent or guardian. By using the Platform, you affirm that you are over the age of 18 or that you have the consent of a parent or guardian. Company does not seek through the Platform to gather personal information from or about persons under the age of 18 without the consent of a parent or guardian.

4. Restricted Use. You may use this Platform only to the extent that you obey all laws, rules, and regulations applicable to your use of this Platform. In using the Platform, you agree not to:
   1. Send or otherwise transmit to or through the Platform any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Platform or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;
   2. Misrepresent your identity or affiliation in any way;
   3. Restrict or inhibit any person from using the Platform, disclose personal information obtained from the Platform or collect information about users of the Platform;
   4. Reverse engineer, disassemble or decompile any section or technology on the Platform, or attempt to do any of the foregoing;
   5. Gain unauthorized access to the Platform, to other users’ accounts, names, personally identifiable information or other information, or to other computers or websites connected or linked to the Platform;
   6. Launch or use any automated system, including without limitation “robots,” “spiders,” or “offline readers,” that access the Platform in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
   7. Send or otherwise transmit to or through the Platform chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
   8. Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
   9. Alter or modify any part of the content or services offered on or through the Platform;
   10. Allow any other person to use the Platforms with your registration or login information;
   11. Breach or otherwise circumvent Company’s security or authentication measures; and
   12. Assist or permit any persons in engaging in any of the activities described above.

4. Your Privacy. Upon acceptance of these Terms you confirm that you have read, understood, and accepted Company’s Online Privacy Policy available at _________________________ (“Privacy Policy”). You acknowledge that any questions about the use of your personal information may be used by Company in accordance with these Terms and Privacy Policy

6. Registration. Registration is not required to view certain content on the Platform. However, to use some parts of the Platform and Services you may be required to register and provide certain information about yourself, including your e-mail address and password (“Credentials”). If you become a registered member of the Platform, you accept responsibility for all activities that occur under your registration account. You agree to provide true, accurate, complete, and correct information at the time of registration, and to promptly update this information as needed so that it remains true, accurate, complete, and correct. You will keep your Credentials private and not share your Credentials with anyone else. You are responsible for maintaining the confidentiality of your Credentials. If you believe someone has accessed the Platform using your Credentials without your authorization, e-mail us immediately at hello@celiacollective.com.

7. Membership. Celia is a membership-based community (“Membership”). The Membership comes with enhanced benefits and services.

8. Transactions If you wish to purchase products, supplements, services or Membership (collectively, “Products”) described or linked to on the Platform (each such purchase, a “Transaction”), Company or the Third Party Medical Service will request certain information from you that is applicable to your Transaction, including, without limitation, credit card and other payment and shipping information. You understand that, if any such information is provided to Company, then Company shall treat any such information in the manner described in our Privacy Policy. By supplying such information, you grant Company the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. You agree to pay all charges incurred by you or any users of your membership account or credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred, including, without limitation, all shipping and handling charges. You shall also be responsible for paying any applicable taxes relating to your purchases. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MECHANISM USED IN CONNECTION WITH ANY TRANSACTION. Descriptions or images of, or references to, products or services on the Platform do not imply Company’s endorsement of such products or services. We reserve the right, without prior notification, to change such descriptions or references, to limit the order quantity on any product or service and/or to refuse service to you. Verification of information applicable to a purchase may be required prior to Company’s acceptance of any order. Price and availability of any product or service are subject to change without notice. Company is not responsible for errors in the prices or descriptions of any product or service. Refunds and exchanges shall be subject to Company’s and/or any applicable third party’s refund and exchange policies in effect at the time of the applicable Transaction. Current rates for any product or service available through the Platform may be obtained by sending an email to hello@celiacollective.com.

9. Payment Method. To make a Transaction you must provide a current, valid, accepted method of payment, and to update such payment methods, as may be required from time to time. You authorize Celia to charge any payment method associated with your account for Transactions. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend access to the Platform until we have successfully charged a valid payment method. In accordance with local law, Celia may automatically update your payment information regarding your payment methods if provided such information by the payment networks or your financial institutions. For some payment methods, the issuer may charge you certain fees, including processing fees. Check with your payment method service provider for details. Celia is not responsible for those fees.

10. Cancellation and Refunds. Except as may be required by applicable law, Transactions are non-refundable and there are no refunds or credits for partially used Membership. If, however, you cancel your Membership, you will continue to have access to your Membership until the end of the Membership.

11. Termination of Membership. You may terminate your Membership (but not these Terms) at any time after your Membership in accordance with these Terms. Company may at any time, terminate your Membership (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of these Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of these Terms); (2) Company is required to do so by law (for example, where the provision of the Membership to you is, or becomes, unlawful); (3) Company is transitioning to no longer providing the Membership to users in the country, state or other jurisdiction in which you reside or from which you use the Membership; or (4) the provision of the Membership to you, is in Company’s opinion, no longer commercially viable. With respect to subdivision (3) and (4) above, we will, where possible, provide you with at least sixty (60) days’ advance notice of our decision to terminate. From time to time, Company may suspend or cancel payment, refuse a refund request, or terminate your use of the Membership if we suspect fraudulent, abusive, or unlawful or other manipulative behavior that entitles Company to a corresponding counterclaim. Any such suspected activity may be referred to appropriate law enforcement authorities. You acknowledge and agree that Company shall not be liable to you or any third party for any termination of your access to the Membership in such circumstances.

12. No Warranties. Use of this platform is at your own risk. While Company strives to provide a high-quality service, content on the platform is provided on an “as is” or “as available” basis to the maximum extent permitted by applicable law, the platform and services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Company or through this platform will create any warranty not expressly stated herein. Without limiting the foregoing, company, any affiliated Company entity, their processors, providers, licensors (and their respective subsidiaries, affiliates, agents, directors, officers, employees, contractors, and representatives) (collectively “Company Parties”) do not warrant that the content is accurate, error-free, reliable, complete or correct; that this platform will meet your requirements; that this platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that this platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of this platform is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download. Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through this platform or any hyperlinked website or service, or featured in any banner or other advertising, and Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

13. Indemnity. By visiting this platform, you agree to indemnify, defend, and hold harmless Company Parties from and against all claims, actions, demands, liabilities, judgments, settlements, costs, losses, damages, tax assessments, penalties, interest and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any direct, indirect, incidental, consequential, special, exemplary, punitive or any other claim you may incur in connection with your use of this platform, including, without limitation, any claims for defamation, violation of publicity or privacy, copyright or trademark infringement resulting from your submissions of any content, tagged content or other materials, any economic harm, lost profits, damages to business, data or computer systems, or any damages resulting from reliance on any content or resulting from any interruptions, work stoppages, computer failures, deletion of files, errors, omissions, inaccuracies, defects, viruses, delays or mistakes of any kind, even if you have previously advised Company of the possibility of such claim.

14. Limitation of Liability and Damages. The user’s sole remedy for dissatisfaction with the platform and any of its services is to stop using the platform or service. You agree that under no circumstance shall any of Company Parties be liable for any damage resulting from your use or inability to use this platform or the materials on this platform. This protection covers claims based on warranty, contract, tort, strict liability, and any other legal theory. This protection covers all losses and claims of any type including, without limitation, direct or indirect, special, incidental, reliance, consequential, exemplary, and punitive damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption. To the fullest extent permitted by law, the aggregate liability of the Company Parties to you for all claims arising out of or relating to the use of or inability to use the site or otherwise under these Terms of Use, whether in contract, tort, or otherwise, is limited to an amount equivalent to the fees paid by you for the use of the Site during the six months preceding the event giving rise to the liability.

15. Links to Other Websites. Company Platform may contain links to third party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Company. You agree that you access any such website at your own risk, and that the Platform is not governed by the Terms contained in these Terms. Company expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Platform to another website, Company’s Online Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Platform, is subject to that website’s own rules and policies.

15. Social Media and Online Communities Company may provide you opportunities to share information on third party social media sites or platforms such as Facebook, Instagram, LinkedIn, Twitter, Google+, or other similar sites (collectively, “Social Media Sites”). Company may also provide you opportunities to participate in online communities on such Social Media Sites and may host discussion boards, chats, and other forums on this Platform. For example, you may use your Instagram handle and tag your photos and postings (“Tagged Content”) with hashtags that we may provide from time to time in order to submit your Tagged Content for potential use on our Platform. If you post Tagged Content with hashtags as we may provide from time to time, your activity and participation is governed by these Terms. Additionally, you remain responsible for your compliance with other applicable Terms such as those of Instagram or other Social Media Sites. Without limitation of any other obligations, you agree that you will be respectful of others and their privacy and will not submit photos of others without their express permission. Company may terminate or restrict your access to the Platform at any time.

17. Selection and Removal of Tagged Content Company will review Tagged Content and select certain Tagged Content for posting on our Platform; we make no guarantee that your Tagged Content will be posted. Celia Group Inc. reserves the right to remove any Tagged Content from the Platform at its discretion. Notwithstanding the foregoing, you remain fully responsible and liable for your Tagged Content and its compliance with these Terms, other applicable terms of use and applicable laws. If your Tagged Content is posted to our Platform, you may request removal of your Tagged Content by marking it as “private” in your Social Media Platform account or by emailing us at hello@celiacollective.com.

18. Monitoring We have no obligation to monitor any related websites, chats, discussion boards or any other materials that you or third parties transmit or post on or to the Platform or related websites, if any. However, you acknowledge and agree that we have the right (but not the obligation) to monitor the Platform, discussion boards, the chats, and the materials you transmit or post; to alter or remove any such materials (including, without limitation, any posting to a chat or discussion board); and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Platform properly, to protect ourselves, our sponsors, and our other clients and visitors, and to comply with legal obligations or governmental requests.

19. Copyright and Trademark Notice This Platform is owned and operated solely by Company. The entire contents and design of the Platform are protected by U.S. copyright law and the international copyright laws applicable in the jurisdictions where the Company operates. Company owns all trademarks, trade secrets and other intellectual property rights, in and to the Platform and any related materials and documentation. No title or ownership of the Platform or any portion thereof is transferred to you hereunder. Company reserves all rights not expressly granted hereunder. You agree not to change or delete any copyright or proprietary notice related to materials downloaded from the Platform. All rights regarding the Platform and materials contained on the Platform are either owned by Company, are licensed to it, or are used with permission. Company and its licensors retain and reserve all proprietary rights to the contents of this Platform. You may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from Company. You may link to, view, download, use, display and print a single copy of the materials found on this Platform only for personal, noncommercial, and informational purposes as long as: (1) you do not alter or modify the materials in any way; (2) you include all applicable copyright, trademark and other notices and disclaimers; and (3) you do not use the materials in a way that suggests an association with Company or an affiliated entity. Any other use of the Platform or the information contained here is strictly prohibited. Company may terminate the above license at any time for any reason. If you breach any of these terms your license terminates immediately and automatically and without notice. Upon the termination of this license you must stop using this Platform, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control. You may provide input, comments or suggestions regarding the Platform (“Feedback”). You acknowledge and agree that Company may use any Feedback without any obligation to you and you hereby grant Company a worldwide, perpetual, irrevocable, royalty-free, transferable license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as Company may deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in its sole discretion. Company names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of Company. All rights are reserved by the Company. You are not authorized to use any Company name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of Company. All other trademarks appearing on the Platform are the property of their respective owners.

20. Security. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

21. Disputes If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact us at hello@celiacollective.com with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between you and Company, including Company Parties, are defined for the purposes of these Terms to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Company including, but not limited to, any claims relating in any way to these Terms (including its breach, termination, or interpretation), any other aspect of our relationship, Company advertising, and any use of Company services.

22. Binding Individual Arbitration You and Company agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under these terms will be only be on a individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. You acknowledge that you are waiving your rights to have your case decided by a jury and to participate in a class action against Company, and that you have read and understood this clause. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by ADR Services, Inc. or any other neutral service agreed to by the parties according to this provision and the applicable arbitration rules for that forum. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in Los Angeles, California, or another mutually agreeable location, or a location ordered by the arbitrator. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Company will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Company also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns. These Terms are entered into and performed in the State of California, United States of America. It is governed by and shall be construed under the laws of California, exclusive of any choice of law or conflict of law provisions. Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

23. Termination; Survival. If you violate these Terms, your ability to use the Platform may be terminated by Company at its sole discretion. Company may, in its sole discretion, terminate your access to the Platform, or any portion thereof, for any reason whatsoever without prior notice in its sole discretion. These actions are in addition to any other right or remedy Company may have available at law. Further, Company shall not be liable to you or any third party for any such termination or discontinuance. You may terminate these Terms by ceasing to access and use the Platform. Upon any termination of these Terms you must immediately cease use of the Platform. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination and your warranties and indemnities shall survive any termination of these Terms. All sections of these Terms which, by their nature are designed to survive expiration or termination of these Terms, including but not limited to indemnity and limitation of liability clauses, shall survive.

24. Notice for California Users. If you have a question or complaint regarding the Services provided to you by Company please contact us at hello@celiacollective.com to receive further information regarding the Services or to resolve the complaint. You may also contact the Medical Board of California by telephone at (800)633-2322 or in writing at 2005 Evergreen St #1200, Sacramento, CA 95815, and the California Department of Justice, by telephone at (888) 382-1222 or in writing at California Department of Justice; Attn: Public Inquiry Unit; P.O. Box 944255; Sacramento, CA 94244-2550.

24. Miscellaneous: Waiver. No waiver of any of these terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Notices. You agree that we may provide any and all notices to you by e-mail, telephone, fax, as well as by any other method and you may contact us at hello@celiacollective.com. Severability. If any of the provisions of these Terms are held unenforceable by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of these Terms to retain its full force and effect. Entire Agreement; Amendment. These Terms constitute the entire agreement between you and Company applicable to its subject matter. It may not be modified except as described elsewhere in these Terms. Conflicting Terms. If there is any conflict between information on the Platform inconsistent or in conflict with these Terms, the Terms shall control. Assignment. You may not assign any rights or obligations under these Terms without Company’s prior written consent. Company may assign all or part of these Terms without your consent.
    

Last Updated February 11, 2024