Cellares Corporation
Code of Business Conduct and Ethics

October 24, 2024

Cellares Corporation (the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behavior that support this commitment. We expect every employee, officer, and director of the Company or any majority-owned subsidiary of the Company (collectively, “Personnel”) to not only read and understand the business practices and principles described below, but to also apply good judgment and the highest personal ethical standards in making business decisions. Please remember you should consider not only your own conduct, but also that of your family members, significant others, and other people in your household. References in the Code to employees are intended to cover employees, officers, and, as applicable, directors.

Do not hesitate to ask questions about whether certain conduct may violate the code, to voice concerns, or to clarify gray areas. You should also be alert to possible violations and report them without fear of retaliation. See Section 18 below for instructions on how to ask questions or report violations.

Any employee who violates the standards in this Code may be subject to disciplinary action that, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution.

While this Code covers a wide range of business conduct, it is not the only document that addresses the conduct of our Personnel. For instance, this Code references separate more detailed policies relating to areas such as Anti-Corruption Compliance. You are expected to comply with all such policies as a condition of your employment with the Company. If you have any questions about whether your behavior or any behavior you observe is appropriate, it is your responsibility to ask.

You will be asked to execute an electronic certification acknowledging that you have read and will comply with this Policy based on the form in Exhibit A. The acknowledgment must be returned either electronically in a manner provided for by the Company or to the person designated as the Company’s Compliance Officer (as further described Section 18 below) or such Compliance Officer’s designee within ten (10) business days of your receipt of this Code and on an annual basis as the Company may require.

1. Honest and Ethical Conduct

It is our policy to promote high standards of integrity by conducting our affairs in an honest and ethical manner. The Company’s integrity and reputation depends on the honesty, fairness and integrity brought to the job by each person associated with us. Unyielding personal integrity and sound judgment is the foundation of corporate integrity.

2. Legal Compliance

Obeying the law is the foundation of this Code. Our success depends upon each Personnel operating within legal guidelines and cooperating with local, national and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. While we do not expect Personnel to memorize every detail of these laws, rules and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from your supervisor (in the case of employees) or the Compliance Officer.

Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties.

3. Insider Trading

Personnel who have access to confidential (or “inside”) information (about the Company or about companies with which we do business) are not permitted to use or share that information for stock trading purposes in violation of the Company’s Insider Trading Policy, including “tipping” others who might make an investment decision on the basis of this information. All nonpublic information about the Company or about companies with which we do business is considered confidential information. Please refer to the Company’s Insider Trading Policy for more detailed information.

4. Compliance with Laws and Government

International Business Laws. Our Personnel are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. Please also refer to the Company’s Anti-Corruption Policy.

U.S. Business Laws. We expect employees to comply with U.S. laws, rules, and regulations governing the conduct of business by its citizens and corporations outside the U.S.

Working with Governments. Special rules govern the Company’s business and other dealings with governments. Employees should use all reasonable efforts to comply with all applicable laws and regulations governing contact and dealings with governments, government employees, and public officials, where special rules apply, and in no event shall any employee knowingly violate any such laws or regulations. Any and all forms of improper payments to government officials are strictly prohibited. Please refer to Legal for review and approval of any (i) contract with a governmental entity or (ii) government request for Company information, documents, or investigative interviews.

Political Contributions. The Company’s assets – including Company funds, employees’ and contractors’ work time, and Company premises and equipment – must not be used for, or be contributed to, political campaigns or political activities under any circumstances without prior written approval from the Compliance Officer.

5. Lawsuits and Legal Proceedings

The Company complies with all laws and regulations regarding the preservation of records. Lawsuits, legal proceedings, and investigations concerning the Company must be handled promptly and properly. Personnel must approach the Compliance Officer immediately if he or she receives a court order or a court issued document, or notice of a threatened lawsuit, legal proceeding, or investigation. A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. When there is a “legal hold” in place, employees may not alter, destroy, or discard documents relevant to the lawsuit, legal proceeding, or investigation. If an employee is involved on the Company’s behalf in a lawsuit or other legal dispute, he or she must avoid discussing it with anyone inside or outside of the Company without prior approval of the Compliance Officer. Employees and their managers are required to cooperate fully with Legal in the course of any lawsuit, legal proceeding, or investigation.

6. Antitrust

Antitrust laws in and outside of the United States are designed to protect the competitive process. In the United States, the federal antitrust agencies – the Department of Justice and Federal Trade Commission – may impose severe penalties for violations of antitrust law, including monetary fines and/or criminal penalties. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from conduct such as agreements or collusion among competitors.

Certain conduct is illegal under antitrust law, including agreements, formal or informal, among competitors to fix prices (or a component of price), allocate customers, territories, or markets, fix employee compensation or not poach employees.

Other conduct may be heavily scrutinized under federal U.S. antitrust law, including:

• agreements, formal or informal, that establish or fix the minimum price at which a customer may resell a product;
• sharing or exchanging competitively sensitive information among competitors, such as strategies, business plans, budgets, forecasts, financial and operating information, pricing, production, capacity, inventory, and employee compensation information — contact the Compliance Officer (as further described Section 18 below) if you receive such information from a competitor (including inadvertently) and do not provide or exchange such information with any competitor unless approved by the Compliance Officer; and
• the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct.

We expect our Personnel to comply with the letter and spirit of applicable antitrust laws and to avoid even the appearance of impropriety.

7. Environmental Compliance

U.S. Federal and other laws may impose criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws when conducting the business of the Company.

8. Conflicts of Interest

We expect our Personnel to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even just the appearance of a conflict of interest can be damaging and should be avoided. Whether or not a conflict of interest exists can be unclear. The following are some (but not all) situations that may involve problematic conflicts of interests: (a) employment by, consulting for, or service on the board of a competitor, customer or supplier; (b) ownership by an employee or a family member of a significant financial interest in an entity that does business, seeks to do business or competes with us; (c) solicitation or acceptance of gifts, favors, loans or preferential treatment by an employee or a family member from any person or entity that does business or seeks to do business with us; (d) certain types of “moonlighting”; and (e) loans to, or guarantees of obligations of, Personnel or their family members by the Company. If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director, you should discuss the matter with your supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the Compliance Officer and providing the Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Compliance Officer and if the Compliance Officer is involved in the potential or actual conflict, you should discuss the matter directly with the Company’s Board of Directors (the “Board”) or a committee of the Board that the Board may expressly designate. Officers and directors may seek authorizations and determinations from the Board or a committee of the Board that the Board may expressly designate. Personnel shall not attempt to circumvent these requirements directly or through another person or entity. If you are a member of the Board, compliance with this Section is subject to the Company’s then-current Certificate of Incorporation and Bylaws, which will control in the event of any conflict with this Code.

9. Corporate Opportunities

Personnel may not take personal advantage of opportunities for the Company that are presented or discovered as a result of their position with us or through their use of corporate property or information. Even opportunities that are acquired privately by you may be questionable if they relate to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You may not use your position with us or corporate property or information for improper personal gain, nor should you compete with us in any way. Personnel shall not attempt to circumvent these requirements directly or through another person or entity.

If you are a member of the Board and affiliated with professional investment funds or are engaged in, conduct, or facilitate a comprehensive program of venture capital (including the development and creation of early-stage companies) and growth investing (a “Fund Director”) and therefore review the business plans and related proprietary information of many enterprises, and invest in numerous enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company, this Code is subject to the following: (a) to the fullest extent permitted under applicable law, no Fund Director shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Fund Director or any affiliate of such Fund Director in any entity competitive with the Company, or (ii) actions taken by any partner, officer, or other representative of such Fund Director or any affiliate of such Fund Director to assist any such competitive company, whether or not such action was taken as a member of the Board of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company, and (b) nothing in any agreement between the Company or its affiliates and any Fund Director or its affiliates shall preclude or in any way restrict the Fund Directors or their affiliates from investing, entering into strategic partnerships and business relationships, developing, or creating or investing in any company, and mentoring, advising, and otherwise interacting with (including by providing individuals to serve on the boards of) or participating in any particular company or enterprise, whether or not such company or enterprise has products or services that compete with those of the Company. For the avoidance of doubt, it is not the intention of the Company that this Section limit, impair, or inhibit the Fund Directors and their affiliates from carrying on the activities mentioned above in good faith, including entering into strategic partnerships or business relationships with and/or investing in entities (including the development and creation of early-stage companies) that might result in competitive relationships and/or offer technologies or services competitive with or similar to the Company. The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any matter, transaction, or interest that is presented to, or acquired, created, or developed by, or which otherwise comes into the possession of any Fund Director or their affiliates, unless such opportunity was expressly offered to such person solely in his or her capacity as a director of the Company, and agrees that it shall not take any action, or adopt any resolution, inconsistent with the foregoing.

10. Financial Integrity

The integrity of our records and public disclosure depends upon the validity, accuracy, and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees, and others. We also rely upon our accounting and other business and corporate records in preparing publicly filed reports. Securities laws require that these reports provide full, fair, accurate, timely, and understandable disclosure and fairly present our financial condition and results of operations. Employees who contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is complete, accurate and transparent. Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Compliance Officer, the Board, or one of the other compliance resources described in Section 18.

11. Fair Dealing

Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Statements regarding the Company’s services must not be untrue, misleading, deceptive, or fraudulent. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from employees of other companies is prohibited. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer, as further described in Section 18.

You are expected to deal fairly with our customers, suppliers, employees, and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act (“FTC Act”) provides that “unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful.” It is a violation of the FTC Act to engage in deceptive, unfair, or unethical practices and to make misrepresentations in connection with sales activities. U.S. states and other countries have enacted similar laws. Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors. Personnel shall not attempt to circumvent these requirements directly or through another person or entity.

12. Creating a Respectful Environment

We have zero tolerance for any type of discrimination or harassment. Period. We are proud to promote a culture and workplace where every single employee thrives and grows. If an employee believes there has been a violation of this policy, they should immediately report the situation to the Compliance Officer so that an immediate investigation can be conducted. We expect everyone to treat each other with respect and dignity. Everyone is entitled to a work environment that is free of unlawful discrimination and harassment.

We are an equal opportunity employer. We do not unlawfully discriminate in employment opportunities or practices on the basis of gender, race, color, religion, age, citizenship, sexual orientation, gender identity, gender expression, marital status, pregnancy, national origin, ancestry, physical or mental disability or condition, or any other protected class under applicable federal, state, or local laws. We also prohibit unlawful discrimination based on the perception that anyone has any of those characteristics or is associated with a person who has or is perceived as having any of those characteristics.

We are committed to maintaining a respectful workplace, which includes a working environment that is free from unlawful harassment. This policy applies to all work-related settings and activities, whether inside or outside the workplace, and includes business trips and business-related social events. If an employee believes that there has been a violation of this Code, he or she must report the possible violation to the Compliance Officer.

13. Gifts and Entertainment

The general parameters and monetary limits on gifts and hospitalities, including those relating to government officials, are addressed in the Company’s Anti-Corruption Policy. Business gifts and entertainment with counterparts in the private sector are acceptable if (a) intended to create goodwill and sound working relationships, and not to gain improper advantage with customers; and (b) consistent with common and acceptable business practice and not extravagant or inappropriate. Personnel shall not attempt to circumvent these requirements directly or through another person or entity. If you have any concerns about whether any gifts or entertainment offered or received by you are appropriate under this code, you are expected to request permission from your supervisor or the Compliance Officer, as further described in Section 18.

14. Company Assets

All Personnel are expected to protect our assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on our profitability. Our property – such as office supplies, computer equipment, buildings, and products – are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with the Company, or any letterhead stationery for any personal purpose.

All data residing on or transmitted through our computing and communications facilities, including email and word processing documents, is the property of the Company and subject to inspection, retention, and review by the Company, with or without an employee’s or third party’s knowledge, consent, or approval, in accordance with applicable law. Personnel have no expectation of privacy on company assets or networks. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Officer.

15. Confidentiality

Personnel may learn information about the Company or other companies that is confidential and proprietary. You must take care to keep this information confidential. Materials that contain confidential information should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants, and “quasi-public” areas within the Company, such as cafeterias. All Company emails, voicemails and other communications are presumed confidential and should not be forwarded outside of the Company, except where required for legitimate business purposes. Company employees are bound by the terms of the Employee Confidential Information and Invention Assignment Agreement or similar terms to which they agree in connection with their employment. Employees who handle information protected by any privacy policy published by the Company must handle that information in accordance with the applicable policy.

16. Media/Public Discussions

It is our policy to disclose material information concerning the Company to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. Inquiries or calls from financial analysts should be referred to the Chief Executive Officer, the head of Finance, or the investor relations department, and inquiries or calls from the press should be referred to our marketing and press relations departments. We have designated our Marketing team as our official spokespersons for marketing, technical, and other related information.

17. Waivers

Any waiver of this Code for executive officers or directors may be authorized only by our Board or, to the extent permitted by the rules of any stock exchange on which our capital stock is listed, a committee of the Board and will be disclosed to stockholders as required by applicable laws, rules, and regulations.

18. Questions and Reporting Potential Violations

Your immediate resource for any matter related to this code is your supervisor, who may have the information you need or may be able to refer the question to another appropriate source. If you prefer not to go to your supervisor about an issue, you should feel free to discuss your concern with the Compliance Officer, and if the Compliance Officer is involved in the potential or actual conflict, with the Board. We have designated our General Counsel to the position of Compliance Officer to oversee this program. We may approve another person to act as Compliance Officer by resolution of the Board. The current Compliance Officer will be identified on the Company’s Intranet.

Employees are encouraged to talk to supervisors, managers, or other appropriate personnel about any illegal or unethical behavior or suspected or actual violations of this Code, and, if in doubt, about the best course of action in a particular situation. Depending on the situation, you may also contact the Legal Department, the Human Resources team, the Compliance Officer, or the Integrity Line to be available on Company’s Intranet website. We will take prompt disciplinary action against any employee, officer or director who retaliates against you. The Compliance Officer will investigate all reported possible code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances.

The Company intends to establish an integrity line (“Integrity Line”) to enable employees to report any suspected or actual violations of this Code or illegal or unethical behavior, including concerns regarding the Company’s auditing and accounting matters. The instructions to access the Integrity Line will be available on the Company’s Intranet website. Your contact with the Integrity Line will be kept strictly confidential to the extent reasonably possible within the objectives of this Code.

If any investigation indicates that a violation of this Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that a Personnel is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination and, in appropriate cases, civil action or referral for criminal prosecution.

19. Changes; Annual Review; Website Disclosure

Any changes to this Code shall be effective only upon approval by the Board. The Board or a committee thereof will review and reassess the adequacy of this Code at least annually. All changes must be promptly disclosed as required by law or regulation. This Code, as may be amended from time to time, shall be posted on the Company’s website.

 

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WEBSITE AND CANDIDATE PRIVACY STATEMENT

Last Updated: June 6, 2025

Your privacy is important to us. This privacy statement (“Statement”) explains our collection, use, and disclosure of personal data. This privacy statement applies to Cellares Corporation and its controlled affiliates and subsidiaries (collectively, the “Company”). References to our “services” in this Statement include our websites, such as https://www.cellares.com/ and https://jobs.lever.co/cellares/, other products and services that we offer that link to this Statement, and the employment application process.

Apart from our employment candidate personal data collection activities described in this Statement, Company services are intended for and provided to businesses and other organizations, and not individual patients or therapy end-users. In some cases, in providing those services, we process personal data of individual patients or therapy end-users at the direction of our enterprise customers. When we do, we do so as a service provider or a “data processor” to those organizations, but we do not control and are not responsible for the privacy practices of those organizations. This privacy statement does not apply to personal data we process as a service provider or data processor on behalf of our enterprise customers. If you are a patient or therapy end-user of one of those organizations, you should read that organization’s privacy statement and direct any privacy inquiries to that organization.

The Careers section of our website is intended only for individual candidates. The Company does not accept unsolicited CVs, resumes, or applications from staffing and recruiting agencies. The Company is not responsible for any fees related to unsolicited CVs, resumes, or applications and explicitly reserves its right to contact candidates presented in such unsolicited CVs, resumes, or applications without any obligation to the third-party referrer. If you have questions about the candidate-related information in this privacy statement, please contact careers@cellares.com, or use one of the contact methods described at the end of this privacy statement.

Table of Contents

• PERSONAL DATA WE COLLECT
• COOKIES, MOBILE IDs, AND SIMILAR TECHNOLOGIES
• OUR USE OF PERSONAL DATA
• OUR DISCLOSURE OF PERSONAL DATA
• CHOICE AND CONTROL OF PERSONAL DATA
• RETENTION OF PERSONAL DATA
• SECURITY OF PERSONAL DATA
• CHANGES TO THIS PRIVACY STATEMENT
• HOW TO CONTACT US

 

 

PERSONAL DATA WE COLLECT

The personal data we collect depends on how you interact with us, the services you use, and the choices you make.
We collect information about you from different sources and in various ways when you use our services, including information you provide directly, information collected automatically, information from third-party data sources, and data we infer or generate from other data.

Information you provide directly. We collect personal data you provide to us. For example:

• Name and contact information. We collect name, username or alias, and contact details such as email address, postal address, and phone number.
• Demographic data. In some cases, such as when you apply for a job with the Company, we request that you provide age, gender, marital status, and similar demographic details.
• Payment information. If you make a financial transaction, we collect credit card numbers, financial account information, and other payment details.
• Content and files.We collect the documents or other files you provide when requesting our services or applying for a job with the Company. This includes audio and video communications and chat features. If you send us email messages or other communications, we collect and retain those communications.
• Employment-related information.
  • Professional and background information, such as resumes/CVs, references, recommendations, academic and education background and qualifications, work skills and experience, professional certifications and registrations, language capabilities, training courses attended, work and salary history, immigration status information provided for and results of background checks (which include credit history and criminal background checks), results of drug and alcohol testing, health screenings or certifications, and driving and vehicle licensing and history;
  • Benefits eligibility information,such as information for determining benefits and cost estimation (which may require information about gender, age, birthdate, marital status, and personal information of you, your spouse, and dependents);
  • Travel information, such as loyalty program numbers; dates and length of travel; hotel names and locations; and travel routes and departures, stops, and destination points;
  • Personal vehicle information, such as license plate number, color, year, make, and model;
  • Social media data, such as public profiles, posts, likes, and replies;
  • Education information that is not publicly available as defined in the Family Educational Rights and Privacy Act (20 U.S.C. Sec. 1232g; 34 C.F.R. Part 99);
  • Other information necessary for a legitimate human resources, business, security, or safety-related purpose
• Sensitive Personal Information.
  • Government ID. We collect government-issued identifiers such as driver’s licenses, passport numbers, and social security numbers.
  • Account access information. We collect information such as a username or account number in combination with a password, security or access code, or other credential that allows access to an account.
  • Sensitive demographic data. We may collect information about racial or ethnic origin and/or religious or philosophical beliefs.
  • Contents of communications.We collect the contents of your mail, email, and text messages.

Information we collect automatically. When you use our services, we collect some information automatically. For example:

• Identifiers and device information. When you visit our websites, our web servers automatically log your Internet Protocol (IP) address and information about your device, including device identifiers (such as MAC address); device type; and your device’s operating system, browser, and other software including type, version, language, settings, and configuration. As further described in the “Cookies, Mobile IDs, and Similar Technologies” section below, our services store and retrieve cookie identifiers, mobile IDs, and other data.
• Geolocation data. Depending on your device and browser settings, we collect geolocation data when you use our services.
• Usage data. We automatically log your activity on our websites, including the URL of the website from which you came to our sites, pages you viewed, how long you spent on a page, access times, and other details about your use of and actions on our website.
• Audio, electronic, visual, or similar information, including facial images and voice information, such as photos, videos, CCTV, and voice recordings.

Information we obtain from third-party sources. We also obtain the types of information described above from third parties. These third-party sources include, for example:

• Data brokers. Data brokers and aggregators from which we obtain data to supplement the data we collect.
• Third-party partners. Third-party applications and services, including social media platforms you choose to connect with or interact with through our services. We may also maintain Company pages on social media platforms; you or the platforms may provide us with information through the platform.
• Co-branding/marketing partners. Partners with which we offer co-branded services or engage in joint marketing activities.
• Service providers. Third parties that collect or provide data in connection with work they do on our behalf, for example companies that determine your device’s location based on its IP address, background check services, travel partners, insurance and benefits providers.
• Publicly available sources. Public sources of information such as open government databases.
• Third-party contacts provided by employment candidates, including references or referees, and previous and current employers.

Information we create or generate. We infer new information from other data we collect, including using automated means to generate information about your likely preferences or other characteristics (“inferences“). For example, we infer the general geographic location (such as city, state, and country) of website visitors based on IP address.

For employment candidates, we infer new information from other data we collect to generate information reflecting our candidate’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

When you are asked to provide personal data, you may decline. And you may use web browser or operating system controls to prevent certain types of automatic data collection. But if you choose not to provide or allow information that is necessary for certain services or features, those services or features may not be available or fully functional. In the case of employment candidates, we may be unable to consider your application if you do not provide sufficient information.

 

 

COOKIES, MOBILE IDs, AND SIMILAR TECHNOLOGIES

We use cookies, web beacons, mobile analytics and advertising IDs, and similar technologies to operate our websites and online services and to help collect data, including usage data, identifiers, and device information.

What are cookies and similar technologies?

Cookies are small text files placed by a website and stored by your browser on your device. A cookie can later be read when your browser connects to a web server in the same domain that placed the cookie. The text in a cookie contains a string of numbers and letters that may uniquely identify your device and can contain other information as well. This allows the web server to recognize your browser over time, each time it connects to that web server.

Web beacons are electronic images (also called single-pixel or clear GIFs) that are contained within a website or email. When your browser opens a webpage or email that contains a web beacon, it automatically connects to the web server that hosts the image (typically operated by a third party). This allows that web server to log information about your device and to set and read its own cookies. In the same way, third-party content on our websites (such as embedded videos or plug-ins) results in your browser connecting to the third-party web server that hosts that content. We also include web beacons in our email messages or newsletters to tell us if you open and act on them.

How do we and our partners use cookies and similar technologies?

We, and our analytics and advertising partners, use these technologies in our services to collect personal data (such as the pages you visit, the links you click on, and similar usage information, identifiers, and device information) when you use our services, including personal data about your online activities over time and across different websites or online services. This data is used to store your preferences and settings, analyze how our websites perform, track your interaction with the site, develop inferences, deliver and tailor interest-based advertising, identify advertising fraud, and fulfill other legitimate purposes. We and/or our partners also share the data we collect or infer with third parties for these purposes. For more information about the third-party analytics and advertising partners that collect personal information on our services, please see the “Our Disclosure of Personal Data” section of this statement.

What controls are available?

There are a range of cookie and related controls available through browsers, mobile operating systems, and elsewhere. See the “Choice and Control of Personal Data” section below for details.

 

 

OUR USE OF PERSONAL DATA

We use the personal data we collect for purposes described in this privacy statement or as otherwise disclosed to you. For example, we use personal data for the following purposes:

General Purposes of Use	Categories of Personal Data
Product and service delivery. To provide and deliver our services, including troubleshooting, improving, and personalizing those services.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Business operations. To operate our business, such as billing, accounting, improving our internal operations, securing our systems, detecting fraudulent or illegal activity, and meeting our legal obligations.	Contact information, demographic data, payment information, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Product improvement, development, and research. To develop new services or features and conduct research (which may include analyzing your interaction with our websites to help us improve our website experience).	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Personalization. To understand you and your preferences to enhance your experience using our services.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Customer support. To provide customer support and respond to your questions.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Communications. To send you information, including confirmations, invoices, updates, and support and administrative messages. (which may include our recording or storing telephone, video, email, or online chat communications)	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Marketing. To communicate with you about new services, offers, promotions, upcoming events, and other information about our services and those of our selected partners (see the “Choice and Control“” section of this statement for information about how to change your preferences for promotional communications).	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information
Advertising. To display advertising to you (see the “Cookies“” section of this statement for information about personalized advertising and your advertising choices).	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences Sensitive Information: account access information

 

Additional Purposes of Use for Employment Candidates	Categories of Personal Data
Recruitment and hiring decisions.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, personal vehicle information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: government ID, account access information, precise geolocation data, sensitive demographic data
Information verification and background checks. (if relevant and where permitted by local law)	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, personal vehicle information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: government ID, account access information, sensitive demographic data
Candidate travel and expense reimbursement processing.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, personal vehicle information, audio, electronic, visual, or similar information Sensitive Information: government ID, account access information, precise geolocation data, sensitive demographic data
Benefits eligibility determination.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, benefits eligibility information, audio, electronic, visual, or similar information Sensitive Information: government ID, sensitive demographic data
Equal employment opportunity, diversity, inclusion and accessibility programs.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: government ID, sensitive demographic data
Legal and policy compliance administration and enforcement, including for the purpose of anti-discrimination laws and government reporting obligations.	Contact information, identifiers and device information, geolocation data, usage data, inferences, visual information Sensitive Information: government ID, account access information, sensitive demographic data
Managing and improving hiring and recruiting efficiency and effectiveness.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: account access information
Communications and collaboration. (which may include our recording or storing telephone, video, email, or online chat communications)	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, travel information, personal vehicle information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: account access information, precise geolocation data
Communicating about future career opportunities.	Contact information, demographic data, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: account access information
Personalization to understand your preferences to enhance your employee experience.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: account access information
Legal and policy compliance administration and enforcement, including monitoring access and use of Company systems.	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: government ID, account access information
Research and improvement of Company systems, processes, products, services and technology. (which may include analyzing your interaction with our websites to help us improve our recruiting and hiring experience)	Contact information, demographic data, content and files, identifiers and device information, geolocation data, usage data, inferences, work permit status and mobility information, professional and background information, benefits eligibility information, travel information, social media data, education information, audio, electronic, visual, or similar information Sensitive Information: account access information

We combine data we collect from different sources for these purposes, and to give you a more seamless, consistent, and personalized experience. We may use aggregated or de-identified information in accordance with applicable law.

 

 

OUR DISCLOSURE OF PERSONAL DATA

We disclose personal data with your consent or as we determine necessary to complete your transactions or provide the services you have requested or authorized. In addition, we disclose each of the categories of personal data described above, to the types of third parties described below, for the following business purposes:

• Service providers. We provide personal data to vendors or agents working on our behalf for the purposes described in this statement. For example, companies we’ve hired to provide customer service support or assist in protecting and securing our systems and services may need access to personal data to provide those functions.
• Financial services & payment processing. When you provide payment data, we will disclose payment and transactional data to banks and other entities as necessary for payment processing, fraud prevention, credit risk reduction, analytics, or other related financial services.
• Affiliates. We enable access to personal data across our subsidiaries, affiliates, and related companies, for example, where we share common data systems or where access helps us to provide our services and operate our business.
• Corporate transactions. We may disclose personal data as part of a corporate transaction or proceeding such as a merger, financing, acquisition, bankruptcy, dissolution, or a transfer, divestiture, or sale of all or a portion of our business or assets.
• Legal and law enforcement. We will access, disclose, and preserve personal data when we believe doing so is necessary to comply with applicable law or respond to valid legal process, including from law enforcement, national security, or other government agencies.
• Security, safety, and protecting rights.We will disclose personal data if we believe it is necessary to:
  • protect our customers and others, for example to prevent spam or attempts to commit fraud, or to help prevent the loss of life or serious injury of anyone;
  • operate and maintain the security of our services, including to prevent or stop an attack on our computer systems or networks; or
  • protect the rights or property of ourselves or others, including enforcing our agreements, terms, and policies.

Third-party analytics and advertising companies also collect personal data through our website including identifiers and device information (such as cookie IDs, device IDs, and IP address), geolocation data, usage data, and inferences based on and associated with that data, as described in the “Cookies” section of this statement. These third-party vendors may combine this data across multiple sites to improve analytics for their own purpose and others. For example, we use Google Analytics on our website to help us understand how users interact with our website; you can learn how Google collects and uses information at google.com/policies/privacy/partners. To review other third-party analytics and advertising providers that we use on our websites, please see the Cookie Banner/Cookie Settings on our websites.

Some of the data disclosures to these third parties may be considered a “sale” or “sharing” of personal information as defined under the laws of U.S. states. Please see the “Choice and Control” section below for more details.

Please note that some of our services also include references or links to services provided by third parties whose privacy practices differ from ours. If you provide personal data to any of those third parties, or allow us to share personal data with them, that data is governed by their privacy statements.

Finally, we may disclose de-identified information in accordance with applicable law.

 

 

CHOICE AND CONTROL OF PERSONAL DATA

We provide a variety of ways for you to control the personal data we hold about you, including choices about how we use that data. In some jurisdictions, these controls and choices may be enforceable as rights under applicable law. This Statement is not intended to create any rights beyond those that exist by virtue of applicable privacy and data protection law.

Access portability, correction, and deletion. If you wish to access, correct, or delete personal data about you that we hold, you can send us a request by using contact methods described at the bottom of this privacy statement.

Communications preferences. You can choose whether to receive promotional communications, including market research surveys, from us by email, SMS, and telephone. If you receive promotional email or SMS messages from us and would like to stop, you can do so by following the directions in that message or by contacting us as described in the “Contact Us” section below. If you receive a sales call from us, you can ask to be placed on our do-not-call list. These choices do not apply to certain informational communications such as mandatory service communications.

Targeted advertising. To opt out from or otherwise control targeted advertising, you have several options. First, you can use the controls available through our website cookie banner to decline advertising-related cookies. Second, you can use the Global Privacy Control setting in a web browser or browser extension as described below. Third, you can use the opt-out controls offered by the organizations our advertising partners may participate in, which you can access at:

• United States: NAI (http://optout.networkadvertising.org) and DAA (http://optout.aboutads.info/)
• Canada: Digital Advertising Alliance of Canada (https://youradchoices.ca/)
• Europe: European Digital Advertising Alliance (http://www.youronlinechoices.com/)

Fourth, you can use the other cookie or mobile ID controls described below.

These choices are specific to the device or browser you are using. If you access our services from other devices or browsers, take these actions from those devices or browsers to ensure your choices apply to the data collected when you use them.

Browser or platform controls.

• Cookie controls. Most web browsers are set to accept cookies by default. If you prefer, you can go to your browser settings to learn how to delete or reject cookies. If you choose to delete or reject cookies, this could affect certain features or services of our website. If you choose to delete cookies, settings and preferences controlled by those cookies, including advertising preferences, may be deleted and may need to be recreated.
• Global Privacy Control. Some browsers and browser extensions support the “Global Privacy Control” (GPC) or similar controls that can send a signal to the websites you visit indicating your choice to opt-out from certain types of data processing, including data sales and/or targeted advertising, as specified by applicable law. When we detect such a signal, we will make reasonable efforts to respect your choices indicated by a GPC setting or similar control that is recognized by regulation or otherwise widely acknowledged as a valid opt-out preference signal.
• Do Not Track. Some browsers include a “Do Not Track” (DNT) setting that can send a signal to the websites you visit indicating you do not wish to be tracked. Unlike the GPC described above, there is not a common understanding of how to interpret the DNT signal; therefore, our websites do not respond to browser DNT signals. Instead, you can use the range of other tools to control data collection and use, including the GPC, cookie controls, and advertising controls described above.
• Mobile advertising ID controls. iOS and Android operating systems provide options to limit tracking and/or reset the advertising IDs.

Email web beacons. Most email clients have settings that allow you to prevent the automatic downloading of images, including web beacons, and the automatic connection to the web servers that host those images.

If you send us a request to exercise your rights or these choices, to the extent permitted by applicable law, we may charge a fee or decline requests in certain cases. For example, we may decline requests where granting the request would be prohibited by law, could adversely affect the privacy or other rights of another person, would reveal a trade secret or other confidential information, or would interfere with a legal or business obligation that requires retention or use of the data. Further, we may decline a request where we are unable to authenticate you as the person to whom the data relates, the request is unreasonable or excessive, or where otherwise permitted by applicable law. If you receive a response from us informing you that we have declined your request, in whole or in part, you may appeal that decision by submitting your appeal using the contact methods described at the bottom of this privacy statement.

 

 

RETENTION OF PERSONAL DATA

We retain personal data for as long as necessary to provide the services and fulfill the transactions you have requested, comply with our legal obligations, resolve disputes, enforce our agreements, and for other legitimate and lawful business purposes. Because these needs can vary for different data types in the context of different services, actual retention periods can vary significantly based on criteria such as user expectations or consent, the sensitivity of the data, the availability of automated controls that enable users to delete data, and our legal or contractual obligations.

 

 

SECURITY OF PERSONAL DATA

We take reasonable and appropriate steps to help protect personal data from unauthorized access, use, disclosure, alteration, and destruction. To help us protect personal data, we request that you use a strong password and never share your password with anyone or use the same password with other sites or accounts.

 

 

CHANGES TO THIS PRIVACY STATEMENT

We will update this privacy statement when necessary to reflect changes in our services, how we use personal data, or the applicable law. When we post changes to the statement, we will revise the “Last Updated” date at the top of the statement. If we make material changes to the statement, we will provide notice or obtain consent regarding such changes as may be required by law.

 

 

HOW TO CONTACT US

If you have a privacy concern, complaint, or a question for the Company, please contact us at privacy@cellares.com.

Our postal address is:
Cellares Corporation
Attn: Legal – Privacy
345 Allerton Ave.
South San Francisco, CA 94080

 

 

 

 

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Cellares Website Terms of Use

Version 1.0

Last revised on: 10/21/2020

 

The Cellares website located at https://stg-cellaresuswest2-staging.kinsta.cloud/ (the “Site”) is a copyrighted work belonging to Cellares Corporation (“Cellares”, “us”, “our”, and “we”). The Site is for informational purposes only; it contains general information about Cellares and is directed at businesses and their representatives seeking information on our products and services.

Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use (“Terms”). Your access to and use of the Site is also subject to our Privacy Policy.

These Terms set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). you may not access or use the Site or accept theSE Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.

These terms require the use of arbitration (Section 11.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1. ACCESS TO THE SITE
   • License. Subject to these Terms, Cellares grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal or internal business use.
   • Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to the functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
   • Cellares reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Cellares will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
   • No Support or Maintenance. You acknowledge and agree that Cellares will have no obligation to provide you with any support or maintenance in connection with the Site.
   • Excluding any User Content that you may provide (defined in Section 2.1 below), you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Cellares or Cellares’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1.1. Cellares and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2. USER CONTENT
   • User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content provided when a user applies for a job on the Site). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 2.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Cellares. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Cellares is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
   • License. You hereby grant (and you represent and warrant that you have the right to grant) to Cellares an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in certain features of the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
   • Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: You agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3. ENFORCEMENT. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities.
4. FEEDBACK. If you provide Cellares with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Cellares all rights in such Feedback and agree that Cellares shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Cellares will treat any Feedback you provide to Cellares as non-confidential and non-proprietary. You agree that you will not submit to Cellares any information or ideas that you consider to be confidential or proprietary.
5. CELLARES COMMUNICATIONS.
   • Generally. You may have the opportunity to provide us with your e-mail address. By providing your email address to us, you consent to receiving email communications from Cellares. Communications from us and our affiliated companies may include communications about your use of the Site, updates concerning new and existing features on Site, and news concerning Cellares and industry developments. If you subscribe to our mailing list or otherwise opt-in to receive marketing or promotional communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SITE. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE.
   • Electronic Communications. The communications between you and Cellares use electronic means, whether you use the Site or send us emails, or whether Cellares posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Cellares in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cellares provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
6. INDEMNIFICATION. You agree to indemnify and hold Cellares (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your User Content, (c) your violation of these Terms, or (d) your violation of applicable laws or regulations. Cellares reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Cellares. Cellares will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. THIRD-PARTY LINKS AND APPLICATIONS; RELEASE
   • Third-Party Links and Applications. The Site may contain links to third-party websites and services and applications for third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Cellares, and Cellares is not responsible for any Third-Party Links and Applications. Cellares provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications.
   • You hereby release and forever discharge Cellares (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including interactions with any other Site users or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
8. DISCLAIMERS AND WARNING
   • No Medical Advice. THE CONTENT CONTAINED ON OUR SITE IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. CELLARES IS NOT A LICENSED HEALTH CARE PROVIDER, NOR DOES IT RENDER HEALTHCARE ADVICE OR SERVICES. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE ON THE SITE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE USE OF INFORMATION PROVIDED THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.
   • As Is. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. CELLARES (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CELLARES (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF CELLARES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. TERM AND TERMINATION.   Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to access or use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. Cellares will not have any liability whatsoever to you for any suspension or termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.2 through 11.
11. GENERAL
    • These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
    • Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
      • Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Cellares and our employees, agents, successors, or assigns, regarding or relating to the Site or these Terms shall exclusively be settled through binding and confidential arbitration.
      • Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
      • You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights 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. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
      • You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
      • Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Mateo County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Mateo County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
      • With the exception of subparts (1) and (2) in Section 2(d) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in Section 11.2(d) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Mateo County, California.
      • Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Site, and shall not be effective as to any claim of which you provided Cellares with written notice prior to the date of termination.
      • For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
      • Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Cellares and our employees, agents, successors, or assigns, regarding or relating to these Terms or the Site shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
    • The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Cellares, or any products utilizing such data, in violation of the United States export laws or regulations.
    • Cellares is located at the address in Section 11.7. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    • Entire Terms. These Terms constitute the entire agreement between you and us regarding use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Cellares’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Cellares may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
    • Copyright/Trademark Information. Copyright © 2020, Cellares Corporation. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Cellares’s Trademark will inure to Cellares’s benefit.
    • Contact Information:

Cellares Corporation

345 Allerton Ave, South San Francisco, CA 94080

info@cellares.com