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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Privacy Policy
Effective as of: 10/21/2020
This “Privacy Policy” describes the privacy practices of Cellares Corporation ( “Cellares”, “we”, “us”, or “our”) in connection with the https://stg-cellaresuswest2-staging.kinsta.cloud/ website and any other website that we own or which posts to this Privacy Policy (collectively, the “Sites”), and the rights and choices available to individuals with respect to their personal information.
Apart from our employment candidate personal information collection activities, our Sites, products, and services are designed for businesses and their representatives and is not intended for personal or household use. Accordingly, other than for employment candidates, we treat all personal data we collect as pertaining to individuals in their business capacity and not their individual capacity.
Cellares may provide additional or supplemental privacy policies to individuals for specific products or services that we offer at the time we collect personal information. These supplemental privacy policies will govern how we may process the information in the context of the specific product or service. For example, we provide a separate Employment Candidate Privacy Notice [TS2] to individuals who submit their personal information in connection with a Cellares employment application.
Table of Contents
- Personal Information We Collect
- How We Use Your Personal Information
- How We Share your Personal Information
- Your Choices
- Other Sites and Services
- Security Practices
- International Data Transfers
- Children
- Changes to this Privacy Policy
- How to Contact Us
Personal Information We Collect
Information you provide to us. Personal information you provide to us through the Sites or otherwise may include:
- Contact information, such as your first and last name and email address.
- Feedback or correspondence, such as information you provide when you contact us with questions, feedback, or otherwise correspond with us online.
- Marketing information, such as when you sign up for our mailing list and details about how you engage with our communications.
- Other information you provide to us (such as in emails, on phone calls, in market research surveys, or in other correspondence with Cellares or its service providers or business partners).
Information we obtain from social media platforms. We may maintain pages for our Cellares on social media platforms, such as LinkedIn, Google, and other third party platforms. When you visit or interact with our pages on those platforms, the platform provider’s privacy policy will apply to your interactions and their collection, use and processing of your personal information. You or the platforms may provide us with information through the platform, and we will treat such information in accordance with this Privacy Policy.
Cookies and Other Information Collected by Automated Means
- , such as your computer or mobile device operating system type and version number, manufacturer and model, device identifier (such as the Google Advertising ID or Apple ID for Advertising), browser type, screen resolution, IP address, the website you visited before browsing to our Sites, and general location information such as city, state or geographic area.
- , such as information about your use of and actions on the Sites, such as pages or screens you viewed, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and length of access; and other personal information. Our service providers and business partners may collect this type of information over time and across third-party websites and mobile applications.
A “cookie” is a text file that websites send to a visitor‘s computer or other Internet-connected device to uniquely identify the visitor’s browser or to store information or settings in the browser. Browser web storage, or LSOs, are used for similar purposes as cookies. Browser web storage enables the storage of a larger amount of data than cookies. A “web beacon,” also known as a pixel tag or clear GIF, is typically used to demonstrate that a webpage was accessed or that certain content was viewed, typically to measure the success of our marketing campaigns or engagement with our emails and to compile statistics about usage of our Sites.
Web browsers may offer users of our Sites the ability to disable receiving certain types of cookies; however, if cookies are disabled, some features or functionality of our Sites may not function correctly.
Job Applicants
When you visit the careers portion of our Sites, we collect the information that you provide to us in connection with your job application. This includes business and personal contact information, professional credentials and skills, educational and work history, and other information of the type that may be included in a resume. This may also include diversity information that you voluntarily provide. We use this information to facilitate our recruitment activities and process employment applications, such as by evaluating a job candidate for an employment activity, and monitoring recruitment statistics. We may also use this information to operate our Sites, to communicate with you, to comply with law, and as otherwise necessary for compliance, fraud prevention, and safety purposes.
For additional information, please review our Candidate Privacy Notice available here[TS3] .
How We Use Your Personal Information
We use your personal information for the following purposes and as otherwise described in this Privacy Policy or at the time of collection:
To operate the Sites. We use your personal information to:
- provide, operate and improve the Sites;
- provide information about our products and services;
- communicate with you about the service, including by sending you announcements, updates, security alerts, and support and administrative messages;
- understand your needs and interests, and personalize your experience with the Sites and our communications;
- provide support and maintenance for the Sites; and
- respond to your requests, questions and feedback.
For research and development. We analyze use of the Sites to improve the Sites and to develop new products and services.
To send you marketing and promotional communications. We may send you Cellares-related marketing communications as permitted by law. You will have the ability to opt-out of our marketing and promotional communications as described in the Opt out of marketing communications section below.
For compliance, fraud prevention, and safety. We may use your personal information and disclose it to law enforcement, government authorities, and private parties as we believe necessary or appropriate to: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern the Sites; (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity; and (d) comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.
With your consent. In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.
To create anonymous, aggregated or de-identified data. We may create anonymous, aggregated or de-identified data from your personal information and other individuals whose personal information we collect. We make personal information into anonymous, aggregated or de-identified data by removing information that makes the data personally identifiable to you. We may use this anonymous, aggregated or de-identified data and share it with third parties for our lawful business purposes, including to analyze and improve the service and promote our business.
How We Share your Personal Information
We may share your personal information in the following circumstances or as described in this Privacy Policy:
Service providers. We may share your personal information with third party companies and individuals that provide services on our behalf or help us operate the Sites (such as hosting, analytics, email delivery, marketing, and database management services).
Professional advisors. We may disclose your personal information to professional advisors, such as lawyers, bankers, auditors and insurers, where necessary in the course of the professional services that they render to us.
For compliance, fraud prevention and safety. We may share your personal information for the compliance, fraud prevention and safety purposes described above.
Business transfers. We may sell, transfer or otherwise share some or all of our business or assets, including your personal information, in connection with a business transaction (or potential business transaction) such as a corporate divestiture, merger, consolidation, acquisition, reorganization or sale of assets, or in the event of bankruptcy or dissolution.
In this section, we describe the rights and choices available to all users.
Opt out of marketing communications. You may opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us at info@cellares.com. You may continue to receive service-related and other non-marketing emails.
Cookies & Browser Web Storage. We may allow service providers and other third parties to use cookies and similar technologies to track your browsing activity over time and across the Sites and third party websites. Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you set your browser to disable cookies, the Sites may not work properly. Similarly, your browser settings may allow you to clear your browser web storage.
Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
Choosing not to share your personal information. Where we are required by law to collect your personal information, or where we need your personal information in order to provide the service to you, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with our services. We will tell you what information you must provide to receive the service by designating it as required at the time of collection or through other appropriate means.
The Sites may contain links to other websites, mobile applications, and other online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or in mobile applications or online services that are not associated with us. We do not control third party websites, mobile applications or online services, and we are not responsible for their actions. Other websites, mobile applications and services follow different rules regarding the collection, use and sharing of your personal information. We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.
The security of your personal information is important to us. We employ a number of organizational, technical and physical safeguards designed to protect the personal information we collect. However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.
We are headquartered in the United States and may have service providers in other countries, and your personal information may be transferred to the United States or other locations outside of your state, province, or country where privacy laws may not be as protective as those in your state, province, or country.
The Sites are not directed to, and we do not knowingly collect personal information from, anyone under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us. We will delete such information from our files as soon as reasonably practicable. We encourage parents with concerns to contact us[TS3] .
Changes to this Privacy Policy
We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Sites. We may, and if required by law will, also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail (if you have an account where we have your contact information) or another manner through the Sites.
Any modifications to this Privacy Policy will be effective upon our posting the new terms and/or upon implementation of the new changes on the Sites (or as otherwise indicated at the time of posting). In all cases, your continued use of the Sites after the posting of any modified Privacy Policy indicates your acceptance of the terms of the modified Privacy Policy.
Please direct any questions or comments about this Policy or privacy practices to privacy@cellares.com. You may also write to us via postal mail at:
Cellares Corporation
Attn: Legal – Privacy
345 Allerton Ave.
South San Francisco, CA 94080
[TS1]Please note that we have added hyperlinks throughout this document.
[TS2]Link to candidate notice.
[TS3]Link to candidate HR notice.
Cellares Corporation
Effective Date: 10/21/2020
- Introduction
This notice (“Notice”) describes the categories of personal information that Cellares Corporation (“Cellares”, “we”, “us” and “our”) collects about individuals who apply or are recruited for a job with us (“candidates”), and the purposes for which we use that information.
This Notice applies to the careers website that we maintain at ________ [TS1] and to any other website that we own and control and to which this Notice is posted (collectively, the “Careers Site”).
Our Careers Site is only intended for individual candidates. We do not accept unsolicited CVs, resumes or applications from staffing and recruiting agencies. Cellares is not responsible for any fees related to unsolicited CVs, resumes or applications and explicitly reserve its right to contact candidates presented in such unsolicited CV, resume or application without any obligation to the third-party referrer.
This Notice does not create or form part of any contract for employment or otherwise.
If you have questions about this Notice, please contact careers@cellares.com.
Information we collect about candidates
Categories of personal information
The categories of personal information we may collect and process during the application and recruitment process include:
- Contact information, such as home address, telephone number, and email address;
- Information from job application materials or recruiters, such as your job application, resume or CV, cover letter, writing samples, references, work history, education transcripts, whether you are subject to prior employer obligations, and information that referrers provide about you;
- Professional qualifications, such as licenses, permits, memberships, and certifications;
- Information from the application process, such as any phone-screens, interviews, evaluations and outcomes of recruiting exercises;
- Immigration status and other information that would allow us to verify your employment eligibility;
- Biographical information, such as name, gender, date of birth, professional history, references, language proficiencies, education details, and information you make publicly available through job search or career networking sites;
- Job preferences, such as desired position and compensation, location preferences and willingness to relocate;
- Employment history;
- Background check information, such as information necessary to complete background, credit, drug/alcohol and/or other checks when permitted by law, and information received during these checks;
- Information needed to understand and assess accommodation requests regarding potential disabilities or other health conditions;
- Medical information if you meet with us in-person, such as your body temperature, health symptoms and other screening information in connection with the Cellares’s health and safety plans and protocols, including screening required to access Cellares offices/facilities and other measures designed to prevent the transmission of COVID-19 or other infectious diseases;and
- Other information you provide to us.
Providing personal information to us is voluntary. However, if you do not provide sufficient information, we may be unable to consider your application or, if you are hired, your subsequent promotion, transfer or relocation.
In certain cases we may ask you for additional information for purposes of complying with applicable laws. We may also inquire about criminal records. We will do so only where permitted by applicable law.
Sources of personal information
We collect personal information from you when you apply for a job and throughout the job application or recruitment process. We may also collect your personal information from other sources and combine it with the personal information you provide us. For example, we may collect your personal information from:
- Job board websites you may use to apply for a job with us;
- Prior employers that provide us with employment references;
- Professional references that you authorize us to contact;
- Pre-employment screening services, such as background check providers (where permitted by law);
- Employment agencies and recruiters;
- Your educational institutions;
- Your public social media profile or other publicly available sources;
- Online activity information that we and our service providers collect using server logs, “cookies” and similar technologies on the Careers Site. Please see our Privacy Policy [TS2] for more information; and
- Other Cellares personnel.
How we use personal information about candidates
Purposes for which we use personal information
We may use the categories of personal information above for the following purposes:
- Recruitment management. Managing recruitment generally, such as:
- operating the Careers Site;
- recruiting, interviewing and evaluating job candidates;
- conducting background checks and other pre-employment screening (where permitted by law);
- analyzing and improving our application and recruitment processes;
- accommodating disabilities or health conditions;
- communicating with you regarding your candidacy, opportunities with the Cellares or about the Careers Site and any changes to applicable terms or policies; and
- other business operations.
- Compliance, safety and fraud prevention, such as:
- complying with or monitoring compliance with legal and other requirements, such as reporting and equal opportunities monitoring requirements, where applicable;
- complying with internal policies and procedures;
- complying with lawful requests and legal process, such as responding to subpoenas or requests from government authorities;
- protecting our, your or others’ rights, safety and property, including by complying with applicable public health guidelines and requirements, including, without limitation, guidance from the Centers for Disease Control or other public health authorities relating to the prevention and control of COVID-19 or other infectious diseases;
- investigating and deterring against fraudulent, harmful, unauthorized, unethical or illegal activity, or conduct in violation of our policies or procedures;
- controlling access to and monitoring our physical premises (e.g., by requiring health screenings to access offices/facilities; and
- sharing information with government authorities, law enforcement, courts or private parties where we have a good-faith belief it is necessary for the foregoing purposes.
- Analytics. Creating anonymous, aggregated or de-identified data that we use and share to analyze our application and recruitment activities, business and for other lawful business purposes.
Sharing personal information
We may share your personal information with other parties as necessary for the purposes described above. For example, we may share your personal information with:
- Cellares service providers. Companies that provide us with services that help us manage the recruiting process and operate our business, such as job boards, recruiters, interviewing and testing, pre-employment screening, interview travel booking and expense reimbursement (where applicable), relocation (where applicable), and recruitment analytics.
- Government authorities, law enforcement and others. Government authorities, law enforcement, courts, and others as described in the compliance, safety and fraud prevention section above.
- Business transfers. Parties to transactions and potential transactions whereby we sell, transfer or otherwise share some or all of our business or assets, including your personal information, such as a corporate divestiture, merger, consolidation, acquisition, reorganization or sale of assets, or in the event of bankruptcy or dissolution.
- Professional advisors. Lawyers, immigration advisors, and other outside professional advisors.
- Customers and business partners. Customers, other companies and individuals with whom the Cellares does business or is exploring a business relationship.
Other information about this Notice
Third parties
This Notice does not address, and we are not responsible for, the practices of any third parties, which have their own rules for how they collect and use your personal information. Our links to third party websites or services are not endorsements.
Changes to this Notice
We reserve the right to change this Notice at any time. The “Effective Date” heading at the top of this Notice indicates when it was last revised. Any changes will become effective when we post the revised notice on our Careers Site.
Children
The Careers Site is not intended for minors under the age of 18.
Your obligations
Among other obligations, including without limitation the obligation to provide complete and accurate information in recruiting documents and processes, it is your responsibility to ensure that information you submit does not violate any third party’s rights.
You should keep your personal information on file with the Cellares up to date and inform us of any significant changes to it.
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.
- 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.
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.”
- 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.
- 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.
- 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.
- 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