TERMS OF SERVICE
Terms of Service Effective April 5, 2020
Welcome to TheCellLife.com! The Cell Life, LLC (“The Cell Life” or “Company”) recommends that you read the following terms and conditions carefully. By accessing or using the TheCellLife.com website, including any software or mobile applications made available by The Cell Life (together, the “Website” or “Service”), however accessed or used, or using any products ordered through the Website (“Products”), you agree to be bound by these terms (the “Terms of Service” or the “Agreement”). By using the Service, you agree to be bound by this Agreement, constituting a legally binding agreement between The Cell Life and you concerning your use of the Service. We encourage you to print the Agreement or save it to your computer for reference.
These terms contain an arbitration provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 16 (Dispute Resolution) for full details.
- NO MEDICAL ADVICE; MINIMUM AGE
You understand and agree that nothing on the Website or provided through the Service is intended as or should be construed as medical advice. The Cell Life is not a medical organization and cannot give you medical advice or any diagnosis. You are urged and advised to seek the advice of a physician before beginning any nutritional or supplement regimen. While the Products are generally recognized as safe for consumption, you may be pregnant, nursing, taking medication or have a health condition that conflicts with the Products; as such, you should consult with your primary care physician before using any of the Products to ensure the Products are compatible with your medication and will not exacerbate your medical condition.
By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law. If you are using the Service on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
- PAYMENTS & SUBSCRIPTION PLANS
Payments & Refunds
The Cell Life may offer Products for purchase through the Website or the Services, for pickup from a The Cell Life location, for delivery in areas local to a The Cell Life location, or for shipment through the mail.
The Cell Life reserves the right to discontinue any Website or mobile app purchase or delivery programs, whether whole or in part, at any time.
For purchases made by you through the Website or Services, all transmissions of payment information between you and The Cell Life are secured with Internet-standard TLS (also known as HTTPS) encryption. We collect your name, address, and payment information to process your order.
Once your order is confirmed, your purchase is final with no refund.
Subject to your compliance with these Terms of Service, The Cell Life grants you a non-exclusive, non- sub-licensable, revocable as stated in this Agreement, non-transferable license to access the Website, and to use the Service. No part of the Service, including the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of The Cell Life. All rights not expressly granted in this Agreement are reserved by The Cell Life. Without limitation, this Agreement grants you no rights to the intellectual property of The Cell Life or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of The Cell Life, you have breached any provision of this Agreement.
- NO RELIANCE ON THIRD PARTY CONTENT
Opinions, advice, statements, or other information made available through the Service by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. The Cell Life does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Service. Under no circumstances will The Cell Life be responsible for any loss or damage resulting from your reliance on information or other content posted through the Service transmitted to or by any third party.
- ASSUMPTION OF RISK; RELEASE
You knowingly and freely assume all risk when using the Service and Products. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify The Cell Life and its owners, officers, directors, employees, agents, affiliates, consultants, representatives,
sublicensees, successors, and assigns (collectively, the “Company Parties”) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service or Products.
- USER ACCOUNT, ACCURACY, AND SECURITY User Account
You may be asked to provide a username, password, and possibly other information to secure your Account. You are entirely responsible for maintaining the confidentiality of your password. You may not use the username or password of any other person, nor may you share your username and password, nor may you circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Service. You agree to notify The Cell Life immediately of any unauthorized use of your Account. The Cell Life shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by The Cell Life, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account.
- CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM COMPANY
By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you expressly consent to receive electronic and other communications from The Cell Life, over the short term and periodically, including email communications. These communications will be about new Product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by contacting us at info@TheCellLife.com. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
- THIRD-PARTY WEBSITES
The Service may be linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with The Cell Life and some of whom may not. The Cell Life does not have control over the content and performance of Third-Party Websites. The Cell Life has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third-Party Websites. Accordingly, The Cell Life does not represent, warrant, or endorse any Third-Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third- Party Websites. The Cell Life disclaims, and you agree to assume, all responsibility and liability for anydamages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
- PROHIBITED CONDUCT
The Cell Life imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited: (a) providing false, misleading, or inaccurate information to The Cell Life or any other person in connection with the Service; (b) impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; (c) modifying or changing the placement and location of any advertisement posted through the Service; (d) harvesting or otherwise collecting information about users, including email addresses and phone numbers; (e) without express written permission from The Cell Life, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third-Party Websites; (f) accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; (g) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization; (h) interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (i) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); (j) while using the Service, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising; (k) attempting to modify, reverse- engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human- perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable; (l) creating additional accounts to promote your (or another’s) business, or causing others to do so; or (m) paying anyone for interactions on the Service.
- INTELLECTUAL PROPERTY
You represent and warrant that, when using the Service, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Cell Life and the The Cell Life logo, and the Product names and marks (collectively, the “Company Marks”) are trademarks or registered trademarks of The Cell Life. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the benefit of The Cell Life, and you agree to assign, and do assign, all such goodwill to The Cell Life. You shall not at any time, nor shall you assist others to, challenge The Cell Life’s right, title, or interest in, or the validity of, the Company Marks.
All content and other materials available through the Service, including without limitation the The Cell Life logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by The Cell Life or are the property of The Cell Life’s licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such materials.
- DISCLAIMERS, LIMITATION OF LIABILITY
The Cell Life, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither The Cell Life nor its licensors or suppliers warrants that the Service or Products will meet your requirements, or that the operation of the Service will be uninterrupted or error-free. The Cell Life disclaims all implied liability for damages arising out of the furnishing of the Products or the Service pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects, whether caused by acts of commission or omission, or any other damage occurring. The Cell Life shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of The Cell Life, Company Parties, or The Cell Life users, or their agents or representatives.
Your Responsibility for Loss or Damage; Backup of Data.
You agree that your use of the Products and Service is at your sole risk. You will not hold The Cell Life or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Products or Service, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Service may contain bugs, errors, problems, or other limitations.
Limitation of Liability
In no event shall The Cell Life or its licensors or suppliers be liable to you for any claims arising from your use with the Products or Service, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to The Cell Life or its licensors and suppliers arising out of or in connection with your use of the Products or Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between The Cell Life and you. The Service would not be provided without such limitations.
Application of Disclaimers
The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement
between you and The Cell Life or between you and any of The Cell Life’s licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. The Cell Life’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
Without limiting any indemnification provision of this Agreement, you (the “Indemnitor”) agree to defend, indemnify, and hold harmless The Cell Life and the Company Parties (collectively, the “Indemnitees”) from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, “Claim”, and collectively, “Claims”), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to The Cell Life, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and The Cell Life, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Service or Products; (iv) your provision to The Cell Life or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (v) your violations of Section 12 regarding prohibited uses of the Service and other prohibited conduct; or (vii) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
- DISPUTE RESOLUTION
If you and The Cell Life cannot resolve a dispute or other Claim through negotiations, either party may elect to have the dispute or Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).
You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement, The Cell Life will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to reimburse The Cell Life for all payments disbursed that are your obligation to reimburse under the AAA Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues
relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The Cell Life may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys’ fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator’s ruling on the merits.
Restrictions Against Joinder of Claims
You and The Cell Life agree that any arbitration shall be limited to each Claim individually. You and The Cell Life agree that each may only bring claims against the other in your or The Cell Life’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude you or The Cell Life from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or The Cell Life from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. “Court of Competent Jurisdiction” means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in Alpharetta, Georgia.
Venue for any Judicial Proceeding
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Fulton County, Georgia, and shall be governed by and construed in accordance with the laws of Georgia without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to Fulton County, Georgia. The parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
- TERMINATION By Company
Without limiting any other provision of this Agreement, The Cell Life reserves the right to, in The Cell Life’s sole discretion and without notice or liability, deny use of the Service to any person for any reason or for no reason at all, including without limitation for any breach
or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation. This Agreement shall automatically terminate if you breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by The Cell Life.
You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to The Cell Life notice of your intention to do so, in the manner required by Notices Section.
Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Service. Upon termination, The Cell Life may, but has no obligation to, in The Cell Life’s sole discretion, rescind any services and/or delete from The Cell Life’s systems all your Personal Information and any other files or information that you made available to The Cell Life or that otherwise relate to your use of the Service. Upon termination, you shall cease any use of the Service or the Products.
After termination, The Cell Life reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
Upon termination, all rights and obligations created by this Agreement will terminate, except that the following Sections will survive any termination of this Agreement: Sections 1-3, 6-8, and 10- 19.
All notices required or permitted to be given under this Agreement must be in writing. The Cell Life shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to The Cell Life. You agree that any notice received from The Cell Life electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with The Cell Life is accurate and current, and notice to you shall be deemed effective upon the sending by The Cell Life of an email to that address. You shall give any notice to The Cell Life by submitting said notice to us at info@TheCellLife.com.
Entire Agreement. This Agreement constitutes the entire agreement between The Cell Life and you concerning your use of the Service.
Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of The Cell Life, or by the unilateral amendment of this Agreement by The Cell Life along with the posting by The Cell Life of that amended version.
No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of The Cell Life. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
Independent Contractors. You and The Cell Life are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties, Indemnitees, and The Cell Life’s licensors and suppliers (to the extent expressly stated in this Agreement).
Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to The Cell Life and The Cell Life’s licensors and suppliers, and would therefore entitle The Cell Life or The Cell Life’s licensors or suppliers, as the case may be, to injunctive relief.
Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.
Shipping Information In-Stock Items begin the order process as soon as your online purchase is completed. Your item will be shipped once the item is located in stock, your payment is approved, and the address is verified. After your order leaves our warehouse, delivery times vary depending on the location of your shipping address and the shipping carriers handling. If an item is not in stock, we will notify you via email and it will ship as soon as it becomes available. Orders are shipped on business days only. Business days are Monday-Friday, excluding observed holidays within the United States. Typically, it takes 3 business days for an order to be shipped.
ALL SALES ARE FINAL
All sales are final. We currently do not accept any refunds or exchanges.