Terms and Conditions

Terms and Conditions of Use

Effective Date: August 28, 2020.

Scope of Use

CellGap, LLC, on behalf of itself and for the benefit of its affiliates and subsidiaries (“We”, “Us” and “Our” and any derivation thereof) provides this Web site (the “Site”) to you, the user of the Site (“You”), for Your informational, noncommercial use, and subject to the following Terms of Use (the “Terms”). It is a violation of these Terms for You to use the Site in violation of any applicable laws and regulations or in violation of the rules of any of Our service providers. Certain other programs or services provided by Us through linked websites or other channels may have additional terms and conditions regarding Your use of those services, and nothing in these Terms is intended to modify such terms and conditions. Neither these Terms, nor any content, materials, features, or products and services of the Site create any partnership, joint venture, employment, or other agency relationship between You and Us. You may not enter into any contract on Our behalf or bind Us in any way. YOU MAY NOT USE THIS SITE IF YOU DO NOT AGREE TO THESE WEBSITE TERMS.

Restrictions of Use

You must use the Site strictly in accordance with these Terms and in a manner consistent with all applicable local, state, national and international laws and regulations. Use of the Site is limited to persons eighteen (18) years of age or older, or to persons between the ages of thirteen (13) and eighteen (18) who use the Site with the permission of and the involvement of a parent or guardian who has read the Terms. You will not take any of the following actions with respect to the Site or the server nor will You use our Site to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use the Site in any manner that: (i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (ii) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Site or server hosting the Site; (iii) manipulates or otherwise displays the Site by using framing, mirroring or similar navigational technology or directly links to any portion of the Site other than the main homepage; (iv) uses any robot, spider, scraper or other automatic or manual means to access the Site or copies any content or information on the Site; (v) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of Our or Our affiliates, partners, suppliers or the licensors; (vi) modifies, adapts, improves, enhances or makes any derivative work from the Site; (vii) disables, overburdens, impairs or otherwise interferes with or interrupts the Site or any hardware, software, system or network connected with the Site; (viii) probes, scans, or tests the vulnerability of or breach the authentication measures of the Site or any related networks or systems; (ix) interferes with any other party’s use and enjoyment of the Site; (x) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (xi) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (xii) is fraudulent, malicious, or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (xiii) promotes or provides instructions for illegal activities; (xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (xv) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (xvi) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; or (xvii) accesses systems, data or information not intended by Us to be made accessible to You.

Privacy Policy

You may view a copy of our privacy policy: [Link to CellGap Privacy Policy Page](“Privacy Policy”), which explains Our practices relating to the collection and use of Your information through or in connection with our Site. The Privacy Policy is incorporated into these Terms, and governs Our use of Your information and/or any information You submit or otherwise make available to us in connection with the Site.

Registration, Access & Security

If You use any of Our services and provide Us any information through the Site, such as Your name, phone number, contact details, email address, wireless carrier information, Your password and/or personal identification number (PIN) (collectively, Your “Account Data”) for any accounts associated with Your device (“Your Account(s)”), You agree to provide true, accurate, current, complete and up-to-date information. If You provide any information that is untrue, inaccurate, non-current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then We have the right to terminate or refuse any and all current or future access or use of the Site (or any portion thereof). Your account gives You access to certain portions and uses of the Site that We may provide and maintain from time to time and in Our sole discretion. By providing Us Your email address, You consent to Our using the email address to send You notices related to the Site, including any notices required by law, in lieu of communication by postal mail. We may also use Your email address to send You other messages, such as changes to features of the Site and special offers. If You do not want to receive such email messages, You may opt out or change Your preferences in Your account or by contacting Us at [Insert Contact Information]. Opting out may prevent You from receiving email messages regarding updates, improvements, or offers. You are responsible for any activity that occurs through Your account and You agree You will not sell, transfer, license or assign Your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, We prohibit the creation of and You agree that You will not create an account for anyone other than Yourself. If You are using the Site on behalf of a legal entity, You represent that You are authorized to enter into and agree to these Terms on behalf of that legal entity. We reserve the right to take any action that We deem necessary to ensure the security of the Sites and Your Account, including without limitation changing Your password, terminating Your Account, or requesting additional information to authorize transactions on Your Account. You are solely responsible for keeping Your Account Data and any security questions and responses associated with Your Account confidential. Anyone with knowledge of or access to Your Account Data or the security questions and responses associated with Your Account can use that information to gain access to Your Account. You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep Your Account Data and the security questions and responses confidential, whether such failure occurs with or without Your knowledge or consent. You will immediately notify Us of any suspected or actual unauthorized access to or use of Your Account Data or any other breach of Your Account security. You hereby authorize and consent to the collection, storage, sharing, use, transfer and sale by Us and Our service providers, of any information and data related to or derived from Your use of the Site.

Connection Requirements

You are responsible for providing and maintaining, at Your own risk, option and expense, any hardware, software and communication lines required to access and use the Site, and We reserve the right to change the access configuration of the Site at any time without prior notice.

No Warranties

ALL CONTENT ON THIS SITE IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND WE EXPRESLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, TIMELY, OR FREEDOM FROM COMPUTER VIRUS OR MALICIOUS CODE.

WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS SITE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE.

You are responsible for taking all precautions necessary to ensure that any content You may obtain from the Site is free of viruses.

Disclaimer

Certain products and services described on the Site may not be available to all users. Prices for services my vary.  Content and other information contained on the Site has been prepared as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. We have used reasonable efforts in collecting, preparing and providing quality information and material, but make no warranty or guarantee about the accuracy, completeness, or adequacy of the information contained in or linked to the Site. Users relying on information from the Site do so at their own risk. The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the products and services, but are provided solely for general informational purposes; please refer to the relevant product or services agreement for complete terms and conditions. Should You purchase a product or service from Us or a third party, the terms and conditions applicable to that transaction will govern such entry or purchase, as applicable, and Your use of the Site does not affect that purchase in any manner.

Trademarks

All trademarks, service marks and logos that are used or displayed on the Sites are owned by Us or by third parties and are the property of their respective owners. We own various trademarks, service marks and logos that may be used on the Site. You must obtain Our written permission prior to using any trademark or service mark of Ours. Unauthorized use of any trademarks, service marks or logos used on the Site may be a violation of state, national and international trademark laws. Additionally, Our custom icons, graphics, logos and scripting on the Site are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without Our prior written permission.

Website Content & Copyright

This Site and the content contained on this Site is protected by U.S. and international copyright laws. You may not modify, reproduce or distribute the content, design or layout of the Site or individual sections of the content, design or layout of the Site or Our trademarks or logos without our written permission. The layout, compilation, organization and display of the content as well as all software and inventions used on and in connection with this Site are Our exclusive property. We reserve all of Our rights in the Site and its content. You may download information from the Site and print out a hard copy for Your personal use provided that You keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. We do not warrant or represent that Your use of Content, products and services, or any other materials displayed on the Site will not infringe rights of third parties.

Reviews, Comments and Other Content

If You post or submit any reviews, comments, photos, statements, ideas, questions or other content (collectively, the “Content”) to the Site or to Us, You acknowledge and agree that all such Content shall comply with the terms of these Terms (including the “RESTRICTIONS ON USE” section above) and You may not use any fake e-mail address or impersonate any other person or entity or otherwise mislead as to the origin of the Content. Unless we indicate otherwise, You grant Us a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide right to use, publish, reproduce, modify, copy, distribute, adapt, translate, create derivative works of and display such Content on any media and in any form. If You provide any names or user names in connection with such Content, You grant Us the right to use that name or user name in accordance with the foregoing license. You represent and warrant that all Content that You submit or post complies with any guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content You submit to the Site or to Us is accurate, truthful and non-deceptive; that all Content has evidence to back up the claims made; and You shall, if applicable, clearly disclose whether the Content is a sponsored post for which payment or any kind of benefit at all was received by You, whether You are a shareholder or Our employee, whether Your received any of Our products, samples, cash or benefit of any kind in exchange for posting the Content, and all Content shall be clearly and conspicuously distinguishable from other editorial content. You further represent and warrant that You own or otherwise control all of the proprietary rights to the Content that You submit or post to the Site and that You will indemnify Us for all claims resulting from any Content You or any third parties submit to Us or post to the Site. We have the right but not the obligation to remove, edit or monitor any Content, but We take no responsibility and assumes no liability for the Content posted or submitted by You or any third parties.

Modifications

We reserve the right to modify this Site and the rules and regulations governing its use, at any time, including, without limitation, these Terms. Modifications will be posted on the Site and the “last updated” date at the top of this web page will be revised. You understand and agree that if you use this Site after the date on which the Terms have changed, We will treat Your use as acceptance of the updated Terms. We may make changes in the products and/or services described in this Site at any time.

Violation of Rules and Regulations

We reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Site, including the right to block access from a particular Internet address to the Site. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the privacy policy, We reserve the right at all times to disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Our sole discretion.

Indemnity

You agree to indemnify and hold Us and Our subsidiaries, affiliates, officers, agents, employees, partners, contractors, and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, litigation expenses and reasonable attorneys’ fees, made by any third party due to or arising out of Your use of the Site, Your violation of these Terms, or Your violation of any law or any rights of another. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter which You are required to indemnify against, and You agree to cooperate in Our defense of such matter. This indemnification shall survive any termination of these Terms.

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT WE  WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITES (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; AND (D) RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THIS SITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE US AND OUR AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE.

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SITE, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50.  YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE SITE WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THIS AGREEMENT.

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “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.”

Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, Our liability will be limited to the fullest extent permitted by applicable law.

Third Party Sites

Some links in this Site may navigate you away from Our Site or redirect you to other websites, including websites operated by third parties. Please be aware that those websites may collect Personally Identifiable Information (PII) from or about You and Non-PII about Your visit. The linked sites are not under Our control, and the content available on the Internet sites linked to this Site does not necessarily reflect Our opinion. We are providing these links to other Internet sites as a convenience to you, and access to any other Internet sites linked to this Site is at Your own risk. The inclusion of any link does not imply a recommendation or endorsement by Us of the linked site. You should review the terms of use and privacy policies that are posted on any website that You visit, before using any linked websites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third-party websites or for any action You may take as a result of linking to any such website. We are under no obligation to maintain any link on the Site and may remove a link at any time in its sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. We are not responsible for the privacy practices of any other websites.

Right to Monitor

We neither actively monitor general use of the Site under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through this Site. However, We reserve the right to monitor such use at any time as We deem appropriate and to remove any materials that, in Our sole discretion, may be illegal, may subject Us to liability, may violate these Terms, or are, in Our sole discretion, inconsistent with Our purpose for this Site.

Electronic Communications

When You visit the Site or send e-mails to Us, You are communicating with Us electronically. You consent to receive communications from Us electronically. We will communicate with You by e-mail or by posting notices on the Site. 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. You further agree that any notices provided by Us electronically are deemed to be given and received on the date We transmit any such electronic communication as described in these Terms.

Governing Law and General Principles

This Site is operated by CellGap from its offices within the United States of America. CellGap makes no representation that the information in the Site is appropriate or available for use in other locations, and access to the Site from territories where the contents of the Site may be illegal is prohibited. Those who choose to access this Site from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. By using the Site, regardless of where You live or are located in the world, You consent to these Terms and any claims relating to the information, services or products made available through this Site will be governed by the laws of the State of Arizona, U.S.A., excluding the application of its conflicts of law rules. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. CellGap’s failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of CellGap’s right to subsequently enforce such provision or any other provisions of these Terms.