Terms Of Services
- 1.0 May 24, 2019
Célage Terms of Service
These Terms of Service (“Terms”) are the legal rules governing your access to and use of the web site (the “Site”) of Célage Bioscience (“Célage”), including any content that is downloaded from, uploaded to, or otherwise appears on the Site (“Content”), and the Concierge support (the “Concierge”) which you can use to subscribe to Célage products (the “Products”). The Site, the Concierge, and the Products will be referred to collectively as the “Services.”
By using the Services you agree to be bound by these Terms. YOU MUST NOT USE THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS.
- Who May Use the Services
The words “you” and “your” as used in these Terms refer to the person who is using the Services. You may use the Services if you are old enough to, and agree to, form a binding contract with Célage. You also must be at least 18 years old to use the Services. Although you may access the Site from anywhere in the world, at this time we can only ship Products to the United States.
- Your Account and Orders
You will need to create an account to use the Services. When you create an account on the Site, we collect your name, phone number, and email address. To subscribe to and/or make purchases of Products, you will speak with the Concierge by phone. You and the Concierge will discuss your needs, and then the Concierge will then take your payment and shipping information by phone and place your order via Célage’s payment processor. As of the date of these Terms, Célage processes orders through Shopify, however Célage reserves the right to change processors.
You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to protect your account.
You can control most of the communications related to the Services. We may need to provide you with certain communications, such as announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them. If you added your phone number to your account and you later change or deactivate that phone number, you must update your account information to help prevent us from communicating with anyone who acquires your old number.
- Returns & Refunds
We want you to love your experience with Célage Bioscience, from the Treatment System products to your interaction with our Concierge. If you're not completely satisfied with your order, please send an email with your order number to firstname.lastname@example.org within 30 days of purchase, and our Concierge will issue a complete refund, less a $10 restocking fee. All refunds will be issued to the original form of payment within 10 business days of receipt. All shipping fees are non-refundable.
The Site contains certain Content created by or for Célage, which owns all rights to such content. The Site may also contain user comments or other user-generated Content, which Célage does not necessarily monitor or review. The views expressed in such Content is the sole opinion of the Site users who have posted it, and Célage does not endorse or take responsibility for such Content. You are responsible for any Content you may upload to the Site, including understanding and following applicable laws affecting such Content, or other laws applicable to your use of the Services.
In addition, you may not post Content that is harmful, bullying, racist, xenophobic, sexist, genderist, ageist, ableist, that otherwise belittles people based on immutable characteristics, or that violates applicable laws or such other community standards as Célage may maintain from time to time.
Célage reserves the right to remove or block any Content that violates these Terms or applicable laws, including for example, copyright or trademark violations, impersonation, unlawful conduct, or harassment. In some circumstances, Célage may suspend or terminate the accounts of violators.
If you believe that any Content infringes your valid copyright, you can contact our designated copyright agent here:
Célage Bioscience, Inc.
Attn: Copyright Agent
1200 NW Naito Parkway, Suite 180
Portland, OR 97209
You will retain your ownership in any Content you post or upload to the Site. By posting or uploading Content, you grant Célage irrevocable, worldwide, non-exclusive, royalty-free license (with the right to sublicense) under all rights that you may have, to use, copy, modify, distribute, publicly display, publicly perform, and make available such Content in any and all media or distribution methods now known or later developed, solely for the purpose of Célage providing, improving, and promoting the Services. You represent and warrant that you have all rights necessary to convey the rights granted above for any Content that you upload to or post on the Site.
The Site may contain errors, inaccuracies or omissions related to Product descriptions, pricing, promotions, offers, availability and other information. If any information in the Site is inaccurate, incomplete or out of date, we reserve the right to correct, change or update such information or to cancel orders related to such information (including after you have submitted an order) without prior notice and issue a refund for amounts paid.
- Using the Services
Célage gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Site to access the Services, in the manner permitted by these Terms. You may not copy, distribute, modify, publicly display or perform, create derivative works of, or otherwise use any part of the Site. You may not save or archive a significant portion of the material from the Site. All rights not expressly granted to you are reserved by Célage. You may only use the Site for lawful purposes, as expressly provided by these Terms. You may not reverse engineer, decompile, disassemble, create derivative works of, frame or mirror, remove the copyright designation from, copy, sublicense or distribute any content, application or software code associated with the Site.
The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Célage name or any of the Célage trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Célage and/or its licensors. Any feedback, comments, or suggestions you may provide regarding Célage, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
You may deactivate your Célage account at any time using the Célage user interface on the Site, by contacting the Concierge, or by emailing email@example.com. Célage may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe that you have violated these Terms or created risk or possible legal exposure for us, that your account should be removed due to prolonged inactivity, or if our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances.
- Disclaimers, Limitations of Liability, and Indemnity
YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING ANY CONTENT OR PRODUCTS, IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CÉLAGE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CÉLAGE MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; OR (V) THE POTENTIAL BENEFITS YOU MAY REALIZE BY USING THE PRODUCTS, CONCIERGE, OR OTHER SERVICES. No advice or information, whether oral or written, obtained from the Célage Entities or through the Services, will create any warranty or representation not expressly made herein. If you live in a jurisdiction that does not allow disclaimers of warranties or exclusion of damages, the foregoing disclaimers and exclusions may not apply to you.
The “Célage Parties” refers to Célage, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CÉLAGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (“CÉLAGE PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, DIRECT OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (iii) ANY CONTENT OBTAINED FROM THE SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CÉLAGE PARTIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID CÉLAGE, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE CÉLAGE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, defend and hold harmless the Célage Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.
All material and information presented by Célage is intended to be used for personal educational or informational purposes only. The statements made about Products have not been evaluated by the U.S Food and Drug Administration and the results reported, if any, may not necessarily occur in all individuals. The statements and Products are not intended to diagnose, treat, cure or prevent any condition or disease. All Products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for Products to avoid potential allergic reactions. Use of the Site is not meant to serve as a substitute for professional medical advice: this Site and Services are solely an online store for specialty beauty products. Please consult with your own physician or health care practitioner regarding the use of any Products or information received from the Site or Services before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. Célage does not give or intend to give any answers to medical related questions and this Site does not replace any medical professional or medical resource. Célage does not represent itself as a physician nor is this implied. No prescription medications or medical treatments are intentionally provided on the Site or with the Services. IF YOU ARE IN NEED OF MEDICAL ATTENTION, CALL 911 OR YOUR PHYSICIAN IMMEDIATELY.
- Legal Disputes and Arbitration Agreement
The laws of the State of Oregon, excluding its choice of law provisions, will govern these Terms and any dispute that arises between you and Célage.
Please Read This Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court
Initial Dispute Resolution. We are available by email at firstname.lastname@example.org to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. Each of you and us agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
Agreement to Binding Arbitration. If we do not reach an agreed upon solution regarding the Services within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section the paragraph above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court.
Class Action and Class Arbitration Waiver. You and us each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action or other representative action, and you and us each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception - Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a court of law for a claim arising under California’s Private Attorneys General Act.
30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions above by sending written notice of your decision to opt-out by emailing us at email@example.com. The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth above do not apply or if you have opted out of arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Portland, Oregon, (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Multnomah County, Oregon for any litigation other than small claims court actions. In the event of litigation relating to these Terms or the Service, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.
Célage may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which are at www.celage.com/terms, will govern our relationship with you. We will try to notify you of material revisions, for example via a notification or an email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Site is Célage Bioscience, Inc., 1200 NW Naito Parkway, Suite 180, Portland, OR 97209. To file a complaint regarding the Site or to receive further information regarding use of the Site, send a letter to the above address or contact Célage by email at firstname.lastname@example.org (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Célage’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any amendment to or waiver of these Terms must be made in writing and signed by Célage.
These Terms are the entire agreement between you and Célage regarding your use of the Services. They supersede any prior agreements.
May 24, 2019