Date Last Revised: February 15, 2020
I. Terms and Conditions
These Terms and Conditions (“Terms”) apply to your use of our website, blogs, social media accounts, or apps (collectively, the “Site” or “Sites”) in relation to our software, products, and services on this website (collectively, “Services”), and are subject to change at any time and at the sole discretion of Celéri Health, Inc., including any affiliates or subsidiaries (“Celéri”, “we”, “our”, “us”). Please visit the Sites regularly for updates.
These Terms of Service provide that all disputes between you and us will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the section below entitled “Dispute Resolution; Arbitration Agreement” for the details regarding your agreement to arbitrate any disputes with us.
By continuing to use the Sites or by placing an order for Services, you accept and agree to be bound by these Terms. We reserve the right to modify these Terms at any time, which will be effective immediately upon posting to the Sites; so, please check these Terms from time to time for changes. By using the Services after we post any changes to these Terms, you agree to accept those changes, whether or not you have reviewed them or been notified of such changes. If at any time you choose not to accept these Terms, please do not use the Sites or any of our Services.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CELÉRI, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES OR ANY OF THE SITES’ CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
In consideration of use of the Services, you agree to provide true and accurate information about yourself. If at any time the information you have provided to us is untrue or inaccurate, we reserve the right to terminate your use or access to the Services. You agree that you must provide your own access to the Services and pay for any and all equipment necessary for you to access the Services, including access to the World Wide Web.
You are prohibited from violating or attempting to violate the security of the Services, including, without limitation, by (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) accessing or using the Services or any portion thereof without authorization; or (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
You agree not to use the Services:
You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Services and any Site-related services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account, block your access to the Services, and block IP addresses.
WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE MATERIALS ON THE SERVICES ARE PROVIDED “AS IS”. WE DO NOT MAKE, AND DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF ANY KIND—EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE—WITH RESPECT TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS IN THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS.
In no event will we be liable, under any legal theory, for any indirect, special, incidental, punitive, consequential or similar damages, arising out of or in connection with the use of, or inability to use, the materials or information on the Sites, any claim regarding Services, for any claim made against you by any third party, even if we have been advised of the possibility of such claim, or from our termination of your access to or use of the Services. In no event will we be liable to you for any and all damages, losses, and causes of action (whether in tort, contract, or otherwise) in an amount to exceed that which you have paid us for use of our Services, if any.
Any claims arising in connection with your use of the Services or any products or services purchased or used through the Services must be brought within one (1) year of the date of the event giving rise to such action occurred.
You agree to indemnify, defend and hold harmless us, and our respective officers, directors, employees, agents and representatives, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, attorneys’ fees, or disbursements of any kind or nature whatsoever that may be imposed upon, incurred by or asserted against us arising from your use of the Services or related to any violation of these Terms.
We and our licensors (if applicable) are the owners and/or authorized users of any copyright and trademarks (whether registered or not) and service marks. Unless otherwise agreed by us in writing, you may only access and use the information and materials within the Services for your personal use. You may not download, save, copy, change, modify, delete, display, transmit, adapt, exploit, or copy for distribution or sell any information, material, trademark, or copyright on the Services, including but not limited to, applying any web scraping, web harvesting, or web data extraction application or program. All rights not expressly granted herein are reserved to us and our licensors. By using the Services, you agree to abide by all copyright notices or other posted restrictions. If you make other use in violation of this paragraph, you may violate copyright and other laws of the United States as well as applicable state laws, and may be subject to penalties.
We reserve the right to change any information on the Services at any time without notice. Although we may aim to make improvements from time to time, we make no such commitments to update the materials on the Services. The content on the Services may vary depending on your browser limitations. Some content may not be available due to your own browser limitations.
We may have links to third party websites on the Services. If you click on these links, it may take you to other websites. We assume no responsibility for the contents of any such websites. Please use these websites at your own risk.
These Terms and the relationship between you and Celéri will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. Celéri’s failure to enforce or exercise any right or provision in these Terms do not constitute a waiver of any such right or provision.
If any provision of these Terms is held to be unenforceable, the remaining terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
III. Dispute Resolution; Arbitration Agreement
In consideration of and as a condition of your use of the Sites you and Celéri (collectively, “the parties”) agree as follows (the “Arbitration Agreement”):
Applicability; Exclusions; Court and Jury Trial Waiver
The parties agree that any and all covered disputes (as defined below) that either party has the legal right to sue for in court, whether now or in the future, shall be subject to final and binding arbitration under the arbitration provisions set forth below. This means that the parties have selected arbitration as the sole and exclusive forum for the parties to sue or be sued in for all covered disputes, regardless of when the dispute first arose or arises and irrespective of the time period(s) involved in the dispute. The term “covered disputes” means all disputes and claims between the parties, including any disputes or claims: arising out of or relating to these Terms; relating to the relationship between the parties; arising under the California Consumer Privacy Act (“CCPA”) or any other state, federal, or international law(s) of similar import, and all other claims or disputes under federal, state, and local statutes and laws, municipal ordinances, executive orders, contract, tort, public policy, or common law (judge-made law).
The parties intend to require arbitration of all covered disputes that can lawfully be arbitrated. It is understood by the parties that the term “covered disputes” shall cover and include all such disputes not only between the parties to these Terms but also all disputes or claims against any of your heirs, executors, personal representatives, and assigns, and all such disputes or claims not only against Celéri but also against any and all of its affiliates, subsidiaries, and parents collectively and its and their predecessors and successors and any of its and their collective officers, agents, employees, members, shareholders, directors, managers, and attorneys.
Usage of JAMS Streamlined or Comprehensive Arbitration Rules and Procedures; Arbitrator to Decide All Issues; Arbitrator’s Decisions Are Final and Binding
Either party shall initiate arbitration under either the JAMS Streamlined or Comprehensive Arbitration Rules and Procedures (which are currently available for review at https://www.jamsadr.com/adr-rules-procedures/). The arbitrator (and not a court) shall decide all issues in any covered dispute including, but not limited to, issues regarding the non-availability of class arbitration, timeliness, scope of arbitrator’s authority, arbitration procedures, any issues regarding arbitrability of the parties’ dispute, statute of limitations, and all other issues regarding the application, interpretation, and implementation of these Terms. The arbitrator’s decisions shall be final and binding. The parties agree that a court of competent jurisdiction shall have the authority to enter a judgment upon the award made by the arbitrator or to confirm an arbitration award, and any such proceeding shall not itself be deemed a covered dispute.
Selection and Authority of Arbitrator; Full Remedies Available; Enforceability
The parties agree that a single arbitrator shall be selected by the parties consistent with the applicable JAMS Rules and Procedures as they exist at the time of the Terms’ execution. To the fullest extent permitted by law, the arbitrator shall have the power and authority to award any remedy or relief available under applicable law and shall be the sole authority to interpret and apply the provisions of these Terms. The arbitrator shall have the authority to apply any federal, state, local, or municipal law, or executive order, or any common law that the arbitrator deems applicable to the covered dispute. If there are any ambiguities in these Terms, it is the parties’ intent that all ambiguities be resolved in favor of arbitration. If any provision of this Arbitration Agreement is unenforceable, the remainder of this Arbitration Agreement shall remain in full force and effect.
Class and Collective Action Waiver; No Consolidated or Joint Actions
The parties agree that all covered disputes brought against each other will be arbitrated on an individual basis only and not in a class action arbitration, a collective action arbitration, or on any other group, representative, consolidated, or joint basis. The arbitrator shall have no authority to consider or resolve any covered dispute or any claim or issue in a covered dispute on any basis other than on an individual basis and may not proceed or direct the parties to proceed on a class or collective action basis or consolidate or join one or more covered disputes pertaining to you with any other individual’s or entity’s covered dispute(s). The provisions in this Arbitration Agreement mean that both parties waive their right to commence, become a party to, or in any way participate in any class action, collective action, or group or representative action or claim against the other party or in any such action or claim consolidated or joined with another party, with respect to any covered dispute, and each party agrees to opt-out of or be severed from any such action or proceeding.
The parties agree that they shall share equally (each pay one-half) the fees and costs of the arbitrator and the fees and costs of arbitration charged by JAMS; except that: (i) in all cases where required by law, Celéri will pay the full amount of the arbitrator’s and JAMS arbitration fees and costs; and (ii) where the arbitrator determines that it is appropriate or necessary based on your financial resources, Celéri shall pay more than one-half, in an amount to be determined by the arbitrator as fair and equitable. Each party shall bear the cost of his/her/its own legal fees and costs, including but not limited to attorneys’ fees and expert witness fees, subject to any right to recover such fees and costs under applicable law, which the arbitrator shall apply where applicable. In rendering an arbitration award, the arbitrator shall apply applicable and appropriate law and shall award all statutory remedies and penalties, including attorneys’ fees and costs to the extent authorized by and consistent with law. The award shall be in writing and the arbitrator shall set forth the essential findings of fact and law. Either party may request that a transcript and/or recording of the hearing be made.
V. Other Celéri Agreements
To the extent you are a customer of Celéri and/or user of any Celéri Services (however the term may be defined), these Terms form a part of the respective agreement between you and Celéri, and will be construed in such a manner as to avoid conflict; however, in the event of conflict, the terms and conditions of the respective agreements will control.
You are responsible for reporting any discounts received pursuant to this discount coupon to any federal, state, or local government authorities as required by law, including but not limited to 42 U.S.C. §1320a-7b(b) and 42 C.F.R. § 1001.952(h).
Please contact us using the below information if there are any questions regarding these Terms and Conditions:
Celéri Health, Inc.
1815 W 13th Street, Suite 5