These Terms of Use apply when you (“you” or the “User”) view or use any Cecelia Health website (the “Site”), including CeceliaHealth.com (referred to herein as “Cecelia,” “our” or “us”) or any of our web or mobile applications (collectively the “Site and Services”). When used herein, “you” refers to visitors to this Site  and any participants of the programs offered by Cecelia Health (“Cecelia Programs”), including, without limitation, health and wellness encounters, appointments with our care providers, webinars and on-line clinical support programs. Cecelia Programs allow you to engage in virtual health and wellness related clinical support and advisory services and to utilize a web-based and mobile-based platform to record your health and wellness progress and goals. These Terms of Use are effective as of the date above. 

 

You may only use our Site and Services and Cecelia’s Programs in accordance with these Terms of Use; you may not use the Site or Services or Cecelia’s Programs to engage in any commercial use, unlawful activity or fraudulent purpose or to infringe on Cecelia’s rights or the rights of others.  

 

Cecelia Health’s Privacy Policy and HIPAA Notice of Privacy Practices that appear elsewhere on this Site are considered to be integral parts of these Terms of Use. By using the Site, the Health Care Services, or Cecelia’s Programs and voluntarily providing your personal information to Cecelia, you accept these terms and conditions. If you do not agree with these terms and conditions, you should immediately cease use of this Site and discontinue using the Services. 

 

Cecelia’s Site and Services and Cecelia’s Programs are not directed to or intended for access or use by children under the age of eighteen  (18) unless supervised by an adult caregiver. We do not knowingly solicit or gather information from children under eighteen (18) years of age. By using this Site you represent that you are not less than eighteen (18) years of age. If we become aware that we have collected the personal information of an individual that is under the age of eighteen (18) that is not under the supervision of an adult caregiver, Cecelia will delete that information.  

 

Please read these terms and conditions (“Terms of Use”), our Privacy Policy and our HIPAA Notice of Privacy Practices carefully (collectively referred to herein as the “Agreements”). By accessing or using the Site or Services, you agree to these Terms of Use and our Privacy Policy and our HIPAA Notice of Privacy Practices. Your use of the Site and Services and Cecelia’s Programs are subject to these Agreements.  

 

Registration & Permitted Users 

If you want to access and use Cecelia’s Programs, you must create an account (“Account”) and agree to receive communications from Cecelia in an electronic form via the email address or cell phone number that we request when you create your Account. The foregoing does not affect your non-waivable rights to opt-out of receiving other messages, including information about our Services and special offers. You may opt out of those messages by changing your account settings or following the opt-out instructions included in our electronic messages. Where notice to Cecelia is required by contract or any law or regulation to be in writing, electronic communications made by you through the Site or Services or Cecelia’s Programs shall not constitute legal notice to Cecelia or any of its officers, employees, agents or representatives in any situation.  

 

You’re responsible for all activity that occurs under your Account. You agree that you won’t disclose your Account password to anyone you don’t wish to have access to your information. You will use caution, if you access your Account from a public or shared computer and you’ll notify us immediately if you become aware of any unauthorized use of your Account by emailing us at privacyrequests@ceceliahealth.com 

 

Limitations Associated with Cecelia’s Programs  

Cecelia offers virtual medical services that are considered a health care service. The personalized clinical support, education, advisory, and management services are meant for individuals diagnosed with or predisposed to chronic diseases. Even though Cecelia’s Programs are considered health care services, they are virtual telehealth/telemedicine services and cannot replace certain types of treatment and care that you receive from in-person visits with your physician.  

 

Cecelia Health also offers exercise and nutritional advice and guidance for the management of chronic conditions; however, its advice and guidance is not intended to be a replacement or substitute for professional medical advice. The content on Cecelia Health’s Site, and in Cecelia Health’s newsletters and emails is not intended to be relied upon for medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Continued treatment, adjustment and attention to your chronic conditions will be your responsibility in conjunction with an ongoing physician-patient relationship and you should seek the advice of a physician or other qualified health provider with any questions that arise regarding any medical condition. You acknowledge that all information and guidance provided by Cecelia Health or Cecelia Health clinical support is solely at your own risk.  

 

Electronic Communications 

Cecelia’s Programs may communicate with you via email and SMS/text messaging.  

 

“Program Marketing” communications may be sent to you based on your explicit consent provided to Cecelia Health directly or consent that you have provided to one of Cecelia Health’s customers or partners. You may opt-opt of these Program Marketing communications by following unsubscribe instructions in emails or replying STOP to the SMS message. 

 

“Member Program” communications contain both required and optional communications that allow you to effectively participate in Cecelia Health programs that you may enroll in. Optional communications may be either unsubscribed from our removed from your communication preferences. Certain electronic communications are required and considered to be conditions of participating in Cecelia Health programs and use of technology. 

 

User Content  

Cecelia encourages you to provide feedback, comments, and share ideas on the Site and when you use the Services. You understand and acknowledge that you are solely responsible for all information, data, texts or other materials or content that you post, transmit, or make public via the Site or Services (“User Content”) and that Cecelia is not responsible or liable for the accuracy, truth or reliability of this information. When you post, transmit or make information public through the Services, you grant Cecelia a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, for the express purpose of providing the Services. However, Cecelia reserves the right to remove any Content from the Site or Services at its sole discretion.  

 

Some of the Content may be protected by applicable intellectual property laws. There are some important rules about copying these materials. You may email, download, or print copies of the materials on this Site, but only for your personal, noncommercial use. When you email, download, or print a copy of any materials on this Site, you are required to include all copyright and other notices that are in the materials, including the copyright notice on the bottom of the page. Cecelia Health reserves the right to terminate your right to make personal copies of Content at any time. You must obtain our prior written consent (if we agree) before you use the Content on any other website or in a networked computer environment for any purpose, or before you republish or redistribute the Content, or otherwise use the Content for any purpose other than your personal, non-commercial use. You may not frame the Content within another website. Except for the limited use rights expressly provided in this paragraph, all rights in Content are reserved.  

 

Online Content Disclaimer 

Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Cecelia, are those of their respective authors, and the authors are solely responsible for such content (“Content”). Cecelia Health strives to provide accurate and up-to-date material on this Site. However, we make no warranties or representations as to the accuracy or timeliness of the Content. Your use of this Site and Content is at your own risk. Information on this Site is provided AS IS without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or timeliness. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The Content set forth herein is for informational purposes only, and no warranty is made that the information is error-free. Please note that once you leave this Site, either by using a link we may have provided for your convenience or by specifying your own destination, Cecelia Health accepts no responsibility for the content, products and/or services provided at other websites. Under no circumstances will Cecelia be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Services or transmitted to Users.

 

Though Cecelia strives to enforce these Terms of Use, you may be exposed to Content that is inaccurate or objectionable. Cecelia reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Site and Service or to limit or deny a User’s access to the Site or Services or take other appropriate action if a User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Cecelia shall have the right to remove any such material that in its sole discretion violates the law or these Terms of Use or which might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of our Services, please contact us at: privacyrequests@ceceliahealth.com 

 

Monitoring and Enforcement; Termination 

We may, in our sole discretion, take action that we believe is necessary to protect our rights and interests with respect to any use of the Site or Services that violates the Terms of Use or infringes on the intellectual property rights or other right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Cecelia. Appropriate action may include legal action, referral to law enforcement, termination or suspension of access to all or part of the Services. 

 

We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CECELIA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. 

 

We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

 

Intellectual Property 

As between you and Cecelia, all content on the Services, including its appearance and look and feel, is owned by Cecelia unless otherwise expressly indicated through the Services. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not modify, copy, distribute, transmit, display, perform or create derivative works from the content, information or material on the Services. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use. Any Cecelia trademarks, trade dress, service marks or trade names that appear on the Services or are referenced through the Services are the property of Cecelia and no license or other right to use such marks, names or dress shall be deemed granted to any User without the express written permission of Cecelia.  

 

Copyright Complaints 

(a) Termination of Repeat Infringer Accounts. Cecelia respects the intellectual property rights of others and requests that the Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Cecelia has adopted and implemented a policy that provides for the termination in appropriate circumstances of Users of the Services who are repeat infringers. Cecelia may terminate access for participants or users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions. 

 

(b) If you have evidence, know, or have a good-faith belief that your rights or the rights of a third party have been violated, and you want us to remove, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted; (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at: privacyrequests@ceceliahealth.com.

 

Warranty Disclaimer 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and safeguards to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for disaster recovery, back-up and recovery.  

 

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL THROUGH THE SERVICES, OR ON ANY SITE LINKED TO THE SERVICES. 

 

THE CONTENT AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. CECELIA, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT OR THE SITE AND SERVICES (I) DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, COMPLETENESS, OR USEFULNESS THE CONTENT OR THE SERVICES AND (II) DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE. 

 

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, THE LIMITATIONS ABOVE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

 

WITHOUT LIMITING THE FOREGOING, CECELIA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU. 

 

Limitation of Damages 

If you have a dispute with one or more Users, a third-party provider of a product or service (including health and wellness providers, software tools, an organization that has purchased or utilizes the Services, and/or other health care providers), that you interact with using the Services, you release Cecelia (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 

 

Indemnification 

You agree to defend, indemnify, and hold harmless Cecelia, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees, and claims between you and Cecelia) arising out of or relating to your violation of these Terms of Use or your use of the Site or Services, including, but not limited to, your Content, any use of the Content, Services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained through the Services. 

 

Links to This Web Site  

You are hereby granted a non-exclusive, limited, and revocable license to link to this Site. Cecelia Health reserves the right to revoke this license generally, or your right to use specific links, at any time. If Cecelia Health revokes this license, you agree to remove and disable any and all of your links to this Site immediately. You agree not to present the link to this Site in such a way that it is associated with advertising or appears to be an endorsement of any organization, product, or service. You agree that the link will not appear on a Site that a reasonable person may consider obscene, defamatory, harassing, grossly offensive, or malicious. Under no circumstances may you frame this Site or any of its content or copy portions of this web site to a server. You agree not to display or use the Cecelia Health logo or trademark in any manner without our prior written permission.  

 

Links to Other Sites 

As part of the Services, Cecelia may provide you with convenient links to third party website(s) (“Third Party Sites”), as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to our Users. Cecelia has no control over and is not responsible for Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Services or any Third Party Applications, Software or Content is merely a convenience and does not imply approval or endorsement thereof by Cecelia. If you decide to leave the Services and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies do not govern the use of such Third Party Application, Software or Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Services or relating to any applications you use or install from our Services. 

 

Modification of Terms 

Cecelia reserves the right to modify the Site and these Terms of Use from time to time without prior notice. Your continued use of this Site constitutes your acceptance of any changes or updates, all of which shall become controlling when posted. It is your responsibility to review these Terms of Use periodically to be aware of such changes.  

 

General Terms 

If any part of these Terms of Use is held invalid or unenforceable, that portion of the Terms of Use will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Cecelia to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under the Terms of Use will survive any termination of the Terms of Use. To the extent permitted by applicable law, you agree that any cause of action related to or arising out of your relationship with Cecelia must commence within one year after the cause of action accrues, otherwise, such cause of action is permanently barred. These Terms of Use and your use of the Services are governed by the federal laws of the United States of America and the laws of the State of New York. Any claim or litigation which may result from the relationship established between participant and Cecelia Health shall be venued in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, located in the County of New York. You hereby agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving Cecelia Health or its affiliates, employees, officers, directors, agents, or suppliers.  

 

Cecelia may assign or delegate these Terms of Use and/or Cecelia’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Cecelia prior written consent, and any unauthorized assignment and delegation by you is void. 

 

Contact Information

If you have any questions about these Terms of Use or the Services, please contact Cecelia Health at privacyrequests@ceceliahealth.com.