CelliHealth

Agreement to Terms of Use

This is a legal agreement between you and CelliHealth Pte. Ltd. (“CelliHealth”) and governs your use of online and mobile services provided by CelliHealth, including but not limited to, the CelliHealth website located at www.cellihealth.com and the content available on or through it (the “Website”), and mobile applications hosted by or on behalf of CelliHealth (collectively, the “Services”).

By using the Services, you agree to these Terms and Conditions of Use (the “Terms of Use”). As long as you comply with the Terms of Use, CelliHealth grants you a personal, non-exclusive, non-transferable and limited privilege to enter and/or use the Services.

Modifications to the Terms of Use

CelliHealth reserves the right, at its sole discretion, to change, modify, add or remove portions of the Terms of Use at any time. A link to the most current Terms of Use will be available on the CelliHealth home page and the date of the latest update will be indicated at the top of the Terms of Use. CelliHealth may also place a special notice or communicate significant changes by email. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.

Ownership of the Services and its Contents

Except as expressly stated in the Terms of Use, CelliHealth exclusively owns and retains all right, title and interest in the proprietary and intellectual property rights (including but not limited to, copyright, design trademark and trade dress) in and to the Services. Unless otherwise expressly stated, the Services are for your personal and non-commercial use only.

You may not modify, copy, reverse-engineer, distribute, transmit, publicly display (including by framing any content), reproduce, publish, license, create derivative works of, transfer or otherwise commercially exploit in whole or in part information obtained from the Services, without CelliHealth’s express prior written approval.

You may use information from the Services purposely made available by CelliHealth for downloading from the Services, provided that you (1) do not remove or obscure from all copies of such information any proprietary notice language or other notices or legends contained on such information, (2) use the information only for your own personal, non-commercial, informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) do not make any additional representations or warranties relating to such information.

CelliHealth, the CelliHealth logo and other CelliHealth trademarks and service marks referenced on the Services are trademarks and service marks of CelliHealth. Other trademarks and service marks used on these Services, if any, are the property of third parties. You are prohibited from using any marks for any purpose including, but not limited to, use as metatags on other pages or sites on the World Wide Web without the express written consent of CelliHealth.

Except as expressly stated in the Terms of Use, no license is granted expressly, impliedly, by estoppel or otherwise under any patent or copyright to use any trademark, service mark, trade secret or other intellectual property of CelliHealth or any other party.

Medical Disclaimer

THE INFORMATION CONTAINED HEREIN IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT IN ANY MANNER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING ANY MEDICAL CONDITION. ALWAYS CONSULT A QUALIFIED MEDICAL PROFESSIONAL BEFORE BEGINNING ANY NUTRITIONAL PROGRAM OR EXERCISE PROGRAM. THE SUGGESTIONS ARE NOT INTENDED TO SUBSTITUTE FOR PROPER MEDICAL ADVICE.

CELLIHEALTH ASSUMES NO RESPONSIBILITY FOR INJURIES SUFFERED WHILE PRACTICING ANY EXERCISE PROGRAM. IF YOU HAVE ANY CHRONIC OR RECURRING CONDITIONS SUCH AS HIGH BLOOD PRESSURE, NECK OR BACK PAIN, ARTHRITIS, HEART DISEASE ETC., PLEASE SEEK YOUR PHYSICIAN’S ADVICE BEFORE STARTING ANY NEW EXERCISE PROGRAM.

ALL INFORMATION CONTAINED IN THE “CELLIHEALTH APP” INCLUDING BUT NOT LIMITED TO TEXT, GRAPHICS, IMAGES, INFORMATION, THIRD PARTY INFORMATION AND/OR ADVICE, FOOD, RECIPES, EXERCISES, DIETS, PSYCHOLOGY, WEBSITES, LINKS, INCLUDING BUT NOT LIMITED TO ANY CONTENT BY EMPLOYEES, CONSULTANTS OR WRITERS AND CONTRIBUTORS, AND OR ANY OTHER MATERIAL CONTAINED HEREIN ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ANY USE THEREOF IS SOLELY AT YOUR OWN RISK. BY ENTERING THE “CELLIHEALTH APP”, THE READER AND/OR VIEWER DOES HEREBY ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO REVIEW THIS DISCLAIMER AND ANY OTHER DISCLAIMER OR WAIVER. THIS APP MAY BE HYPER-LINKED TO OTHER SITES WHICH ARE NOT MAINTAINED BY, OR RELATED TO, CELLIHEALTH. HYPER-LINKS TO SUCH SITES ARE PROVIDED AS A SERVICE TO USERS AND ARE NOT SPONSORED BY OR AFFILIATED WITH CELLIHEALTH. CELLIHEALTH HAS NOT REVIEWED ANY OR ALL OF SUCH SITES AND ARE NOT RESPONSIBLE FOR THE CONTENT OF THOSE SITES. CELLIHEALTH IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY HYPER-LINKED SITE. HYPER-LINKS ARE TO BE ACCESSED AT THE USER’S OWN RISK, AND CELLIHEALTH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT, COMPLETENESS OR ACCURACY OF THESE HYPER-LINKS OR THE SITES HYPER-LINKED TO THIS SITE. CELLIHEALTH PROVIDES HYPER-LINKS AS A CONVENIENCE, AND THE INCLUSION OF ANY HYPER-LINK TO A THIRD-PARTY SITE DOES NOT NECESSARILY IMPLY ENDORSEMENT BY CELLIHEALTH OF THAT SITE OR ANY ASSOCIATION WITH ITS OPERATORS.

Privacy

Your use of the Services is subject to CelliHealth’s Personal Data Protection Policy, and the terms of the Personal Data Protection Policy are made a part of these Terms of Use by this reference. Please refer to our Privacy Policy under the section Help / Privacy Policy of the Cellihealth application.

References and Links to Third-Party Websites, Products or Services

The Services may contain links or references to other independent third-party websites (the “Linked Sites”). The Linked Sites are provided solely as a convenience to you and as an information resource. The Linked Sites are not hosted by CelliHealth’s servers or under CelliHealth’s control and are not maintained by CelliHealth or affiliated with any services provided by CelliHealth. CelliHealth is not responsible for the content, security, availability, accuracy or practices of the Linked Sites and expressly disclaims any responsibility for malware worms, time bombs, bots, or any other harmful or deleterious programs or materials in said links or Linked Sites. You assume all risk and responsibility if you click on a link in the Services.

References to any product, service or other information by trade name, trademark, supplier or otherwise does not constitute or imply its endorsement, sponsorship or recommendation by the Services or CelliHealth. References are for convenience only.

Content and Access Warranty Disclaimers

CELLIHEALTH HAS OBTAINED THE INFORMATION CONTAINED ON ITS SERVICES FROM SOURCES BELIEVED TO BE HIGHLY RELIABLE. HOWEVER, CELLIHEALTH IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF INFORMATION AVAILABLE FROM OR THROUGH THE SERVICES. YOU ASSUME FULL RISK AND RESPONSIBILITY FOR THE USE OF INFORMATION YOU OBTAIN FROM OR THROUGH THE SERVICES, AND YOU AGREE THAT CELLIHEALTH IS NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR LIABILITY ARISING FROM THE USE OF THE INFORMATION, AND AGREE TO INDEMNIFY AND HOLD CELLIHEALTH HARMLESS FOR ANY CLAIM, LOSS OR LIABILITY AS ARISING FROM ANY USES OF THE INFORMATION. CELLIHEALTH DOES NOT RECOMMEND OR ENDORSE ANY CONTENT, PRODUCTS, ITEMS OR SERVICES FROM THIRD-PARTY SITES, AND THE APPEARANCE OF MATERIALS IN THE SERVICES RELATING TO ANY SUCH PRODUCTS, ITEMS OR SERVICES IS NOT AN ENDORSEMENT OR RECOMMENDATION OF THEM. YOU AGREE THAT CELLIHEALTH IS NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR LIABILITY ARISING FROM THE USE OF THE CONTENT, ITEMS OR SERVICES FROM A THIRD-PARTY SITE, AND AGREE TO INDEMNIFY AND HOLD CELLIHEALTH HARMLESS FOR ANY CLAIM, LOSS OR LIABILITY AS ARISING FROM ANY USES OF SUCH CONTENT, PRODUCTS, ITEMS OR SERVICES.

CELLIHEALTH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE OPERATION OF THE SERVICES OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE SERVICES. IN ADDITION, CELLIHEALTH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY OR THROUGH THE SERVICES SHALL CREATE A WARRANTY.

CELLIHEALTH DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED AT ALL OR ON A TIMELY BASIS, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. ALL INFORMATION PROVIDED THROUGH THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE.

CELLIHEALTH WILL ATTEMPT TO PROVIDE ACCESS TO THE SERVICES WITHOUT INTERRUPTION, BUT ACCESS IS PROVIDED ON AN “AS IS AVAILABLE” BASIS. CELLIHEALTH DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SERVICES AT ANY TIME OF YOUR CHOOSING. CELLIHEALTH CANNOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR COMPLETELY SECURE.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CELLIHEALTH NOR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, SUB-CONTRACTORS OR LICENSORS MAKE ANY WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, COMPLETELY SECURE, ERROR-FREE, NON-INTERRUPTION, NON-INTERFERENCE OR NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION IN THE SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION.

SHOULD YOU HAVE CAUSE TO BELIEVE THAT YOUR INFORMATION IN THE SERVICES IS NOT ACCURATE OR THAT THERE IS AN ERROR WITH THE SERVICES, PLEASE CONTACT CELLIHEALTH. CELLIHEALTH RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME WITHOUT CAUSE OR NOTICE.

YOU AGREE THAT CELLIHEALTH TAKES NO RESPONSIBILITY FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY LOSS OF OR INACCURACIES OR DEFECTS IN THE INFORMATION, SOFTWARE, COMMUNICATION LINES, INTERNET OR YOUR INTERNET SERVICE PROVIDER, COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES.

Carrier Lines

YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND CELLIHEALTH’S CONTROL. CELLIHEALTH ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LAWS.

Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SERVICES AND ANY LINKED SITES. UNDER NO CIRCUMSTANCES SHALL CELLIHEALTH BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SERVICES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING LAWYER’S FEES, EVEN IF CELLIHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL CELLIHEALTH BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATING TO LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF CELLIHEALTH HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. CELLIHEALTH DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR THE SYSTEM.

Online Conduct

You agree to use the Services only for lawful purposes and in a manner consistent with all applicable law and regulations.

You are prohibited from posting on the Services any material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights (including privacy and publicity rights), unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant CelliHealth all of the license rights. You represent that the content that you enter does not infringe upon the intellectual property rights, publicity rights, privacy rights or any other legal or moral rights of any third party.

You shall not include any unlawful, harmful, threatening, abusive, harassing, defamatory or obscene material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law. This applies to any posting that could be termed as sexual harassment and/or discrimination. Although, in the absence of a specific complaint, postings are not monitored for compliance with this provision, in an effort to discourage such conduct, all postings in the Comments area will list the author’s name.

You agree not to upload to the Services any files, materials or information that contain malware, viruses, Trojan horses, worms, time bombs, bots, or any other unlawful, harmful or deleterious programs or materials, and not to engage in any conduct which would impair or interfere with the functioning or security of the Services.

Termination

You agree that CelliHealth may, in its sole discretion and without prior notice, terminate, restrict or suspend your use of or access to any or all of the Services if it is determined that you have violated any of these Terms of Use or other agreements or guidelines which may be associated with your use of the Services.

Indemnity

You are responsible for your use of the Services. You hereby agree to indemnify, defend and hold CelliHealth, and any licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or claims arising from your use of the Services. You shall use your best efforts to cooperate with CelliHealth in the defense of any claim. CelliHealth reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Governing Law. Dispute Resolution

You agree that the Terms of Use and the resolution of any dispute related to the Terms of Use or the Services shall be governed by and construed in accordance with the laws of Singapore. You agree to submit to the exclusive jurisdiction of the courts of Singapore.

If any provision is found to be contrary to law or otherwise invalid or unenforceable, then such provision shall be limited to the minimum extent necessary and construed in a way to most closely reflect the intentions of the parties. All other provisions shall remain in full force and effect.

General

CelliHealth’s failure to insist on or enforce strict performance of the Terms of Use shall not constitute a waiver of any provision or any right, nor shall any course of conduct between CelliHealth and you or any other party be deemed to modify any provision of the Terms of Use.

The Terms of Use constitute the entire agreement between you and CelliHealth with respect to your use of the Services and supersede any and all prior or contemporaneous oral or written agreements or understandings.