Cleo family benefits support platform Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.
By using this site, you agree to the Terms and Conditions. If you do not agree to all of these Terms and Conditions, do not use this site.

Effective date: June 4, 2020

Welcome to Cleo.

PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS”) CAREFULLY. THESE TERMS ARE A BINDING CONTRACT BETWEEN YOU AND CLEO LABS, INC. (“CLEO” “WE” AND “US”). BY ACCESSING OR USING THIS WEBSITE (“WEBSITE”) OR OUR SERVICES, COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE WEBSITE, YOU CONFIRM THAT (1) YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING AGREEMENT WITH CLEO, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS.

THESE TERMS REMOVE YOUR ABILITY TO FILE A CLASS ACTION LAWSUIT OR A JURY TRIAL AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at [email protected].

If You Are Experiencing a Medical Emergency, Dial 911 and Seek Immediate Assistance.
DO NOT USE THE SERVICE TO SEEK MEDICAL SERVICES FOR SOMEONE WHO IS

• IN LABOR,
• UNCONSCIOUS,
• NOT BREATHING OR GASPING FOR AIR,
• EXPERIENCING AN ALLERGIC REACTION,
• HAVING CHEST PAIN,
• UNCONTROLLABLY BLEEDING, OR
• ANY OTHER SYMPTOMS THAT REQUIRE IMMEDIATE OR EMERGENCY MEDICAL ATTENTION.

CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM (ER) IMMEDIATELY IF YOU HAVE AN EMERGENCY MEDICAL NEED.

Our Services – What we do

Cleo provides referral services which match users with healthcare professionals and experts (“Experts”). These Experts possess specialized experience in various fields that make them uniquely qualified to assist families in their transition to parenthood. The Experts provide instruction and education in areas such as health care, wellness services and perinatal coaching. Upon Cleo’s determination, Experts may also provide users with coaching and guidance services related to the users’ transition to parenthood. Such services, together with the referral services provided by Cleo, shall hereafter be referred to as the “Services”). Cleo’s Services DO NOT include medical services, and are limited to the provision of this Website that connects you with Experts and coaching and guidance services related to aiding families with their transition to parenthood.

Depending on your needs, Cleo’s Experts may provide you with, among other things:

• peer-to-peer support,
• encouragement,
• education,
• instruction and
• practical tips to help in your transition to parenthood, as well as healthcare and wellness services via in-person, phone or video chat sessions (each, a “Session”)

You can attend a Session in the comfort and convenience of your home, office, or workplace. If your employer has entered into an agreement with Cleo to enable your access to our Services, the number of Sessions which you may be able to use may be limited by such agreement. Please check with your employer for information related to such limitations.

Cleo does not provide medical care

IT IS IMPORTANT TO UNDERSTAND THAT THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY US. CLEO IS NOT A LICENSED MEDICAL CARE PROVIDER, AND CLEO DOES NOT ACT IN A HEALTH CARE PROFESSIONAL CAPACITY. THE CONTENT ON THE SITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. The Experts you engage via our Services are solely responsible for providing you with medical care – not Cleo. Cleo provides this Website that acts as a venue to connect you with Experts who may be available to provide you with non-emergency care.

Cleo does not control or interfere with any Expert’s or any other medical provider’s practice of medicine: each Expert is responsible for the decisions, advice, diagnoses, statements, or information he or she provides. You are solely responsible for your interactions with Experts and any other parties you interact with through the Services; provided, however, we reserve the right, but have no obligation, to intercede in such disputes. You agree that Cleo is not responsible for any liability incurred as the result of such interactions.

Cleo does not endorse or recommend any specific tests, providers, products, procedures, medications, devices, opinions, diagnoses, or other information that may be provided or mentioned by any Expert.

We encourage you to consult with your healthcare provider before using our Services or engaging any Expert. Our Services are not a substitute for a primary care physician, obstetrician, pediatrician, or any other medical service.

Cleo does not guarantee the suitability of Experts

While we endeavor to find you Experts who will be helpful to you, we make no guarantee, representation, or warranty with respect to

• whether you will find any Expert’s services relevant, useful, correct, satisfactory or suitable to your needs.
• the quality of the services provided by Experts.
• whether any Expert is categorized correctly or is suitably matched to you.
• verification of the skills, degrees, qualifications, licensure, certifications, credentials, competence, or background of any Expert.

You are solely responsible for independently verifying the experience and qualifications of any Expert that provides you with services. We strongly recommend that you conduct this verification prior to contacting any Expert via the Services.

What are the basics of using Cleo?

To use the Services, you first need to sign up with Cleo and create an account (“User Account”). At sign up you will be required to provide us with certain information (hereafter referred to as “Registration Information”), such as

• your name,
• address,
• date of birth,
• employer
• the name of your primary care provider (if you have one), obstetrician, pediatrician
• we may require a redemption code if your employer or other third-party has purchased or is subsidizing the Services for you.
• in the future, we may also require insurance information.

The Registration Information is your property and we assert no ownership interest in such data. Upon successful completion of the sign-up process, we will provide you with a personal user account, accessible to you through a password of your choice.

At sign up, it is imperative that you provide accurate and truthful Registration Information about your identity and your health and physical condition. This information will allow us to match your needs with an appropriate Expert(s). By filling in the required Account information, you represent and warrant to Cleo that all the Registration Information is true, current, complete and correct. You also agree to promptly update such information to ensure that it remains true, current, complete, and correct.

Other information may be requested of you, or provided by you, based on your interactions with your Expert. This additional information is solely due to your interactions with the Expert and not required as a part of interacting with Cleo. Providing this information is entirely your decision and at your discretion as well as your responsibility if you choose to provide this additional information.

Cleo reserves the right to refuse or cancel your User Account or your use of the Services if Cleo determines that you have not provided true, current, complete, and accurate Registration Information.

User’s age

In order to use the Services, you must be 18 years of age or older and reside in a place where the Services are provided. If your place of residence restricts the use of the Services because of age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Services. Cleo will not knowingly collect any data from anyone under the age of 18 regardless that some countries have a legal age of an adult that is less than 18 years of age.

By using the Services, you represent that you are of legal age to enter into a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

Use of another user’s account

By using the Services, you agree that you will not choose or use a user name that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization. You may never use another person’s User Account or log in details to access the Services. Usage of another person’s identity for the purposes of impersonating another person is a crime and will be reported to law enforcement. Additionally, usage of Cleo’s services while impersonating another person may also be viewed as insurance fraud.

You may only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you must not use the Services. Cleo will not be responsible for your illegal use of the Services.

Confidentiality of Account Information

You are responsible for maintaining the confidentiality of your Cleo username and password and you are fully responsible for all activities that occur under your username and password. You agree that you will not share your username or password with anyone. You agree that you will choose a password that conforms to the concept of a complex password. You agree to immediately notify us of any unauthorized use of your username or password or any other breach of security relating to your User Account. Cleo will not be liable for any loss or damage arising from your failure to comply with this provision. You acknowledge and agree that you have read Cleo’s Privacy Policy and are aware of the risks of transmitting your personal information by unsecured means.

Restrictions Related to the Use of Our Services

As a condition to the use of the Services, you agree not to:

• Upload, post, or transmit to any Expert, or otherwise make available any content or materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Cleo in its sole discretion;
• Impersonate any person or entity, including another user, Expert, or an employee of Cleo, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or other identifying characteristics such as logos or letterheads in order to disguise the origin of any information transmitted;
• Upload, post, email, or otherwise transmit through the Services by any means, content, materials, or comments that could be characterized, or are intended, as “medical advice”;
• Attempt to interfere with or disrupt our Website, servers or networks;
• Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
• Stalk or otherwise harass another user or any of our employees or Experts;
• Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users, any minors, or users, including user names or passwords; or access or attempt to access another user’s account without his or her consent or, in the case of a minor, that of the minor’s parent or guardian or other responsible adult;
• Attempt to circumvent any security technology in use by Cleo or modify any transmission of data in a manner to disguise the intent or integrity or confidentiality of the transmission or the source of the transmission itself.

License and Limitations on Use

Subject to your compliance with these Terms, Cleo grants to you a limited, personal, non-exclusive and non-transferable right and license to: (i) use the Services, and (ii) download, install and use our mobile application (the “App”) on your mobile device or a computer that you own or control, and to run the App for your personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system), and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

Prohibitions on use of Proprietary Materials

The Services, including, without limitation, the Application, content, metadata, design, organization, compilation, look and feel, the fitness, wellness, childbirth, parenting and nutrition plans, the source, object and HTML code and all other protectable intellectual property available through the Services (hereafter referred to as the “Proprietary Materials”) are the property of Cleo or the property of our licensors and are protected by copyright and other intellectual property laws. Cleo reserves all rights to the Propriety Materials.

As a condition of using the Services, you agree not to engage in any of the following activities relating to the Proprietary Materials without first obtaining Cleo’s written consent:

• copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone,
• rearrange, modify, create derivative works using, or reverse engineer, the Proprietary Materials.
• create, scrape, or display the Proprietary Materials for any purpose.
• post any content from the Services to weblogs, newsgroups, mail lists or electronic bulletin boards.

Payment

There is currently no cost to creating a User Account or downloading the Application on your mobile device although we may introduce a fee in the future to download the Application. If we decide to introduce such a fee, we will inform you and allow you to either continue or terminate your User Account.

You agree to pay all fees or charges to your User Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

Use of a third-party payment processor

If you do not have a prepaid access code or your use of the Services is not being paid by your employer or other third-party, we may require payment via credit card. If so, we will use a third-party payment processor (the “Payment Processor”) to process your credit card payments or credits, as applicable, in connection with your use of the Services. Cleo does not have access to, view, store, or in any way have access to credit card information processed through the Payment Processor.

You should familiarize yourself with the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms. We are not responsible for any errors by the Payment Processor or your credit card issuer. In connection with your use of the Services, Cleo will obtain certain transaction details, which we will use solely in accordance with our Privacy Policy.

Insurance

At present we do not process any insurance claims, nor will the Experts process claims on your behalf. Although the Services you receive may be covered by your insurance, it is your sole responsibility to contact your health plan, determine whether coverage applies and submit a claim. You are responsible for the full fee of the Service including advance payments regardless of whether you are able to receive reimbursement from your health plan for part or all of the cost.

Cancellations

If you choose to cancel your User Account or your Services, please send an email indicating your desire to cancel to [email protected]. If you cancel your User Account, you will not receive a refund for Sessions you have paid for but not used at the time of your election to cancel. However, you may use the remaining pre-paid Sessions prior to cancellation of your User Account. You must cancel your account in writing by emailing [email protected], verbal cancellations will not be accepted.

Rejections

Cleo reserves the right, at its sole discretion, to reject users of its Services for, among other things, violation of these Terms and Conditions. If we reject you after you have paid any fee, Cleo will reimburse the unused portion of that fee.

Geo-Location Functionality

The Services may include and make use of certain functionality and services provided by third parties that allow Cleo to include maps, geocoding, places and other content from Google, Inc. (“Google”) as part of the Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

Third-Party Web Sites, Products, and Services

The Services, including the App and/or our Website, may link to or promote websites, products and/or services from other companies, or offer you the ability to download software from other companies.

You agree that Cleo is not responsible for, and does not control, those websites or any third-party products or services. Cleo does not endorse the content on any third-party websites and Cleo makes no representations regarding the content or accuracy of the content appearing on such third-party websites.

Cleo encourages you and any minor for whom you are responsible to be aware of this when you leave the App and/or our Website or click on links controlled by third parties, and to read the legal notices and privacy policies of each and every location you visit. Your use (or that of any minor for whom you are responsible) of a third party product, service or website is at your own risk and will be subject to such third party’s terms of use, privacy policy, and any other applicable terms and conditions.

Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. Cleo reserves the right to modify or change these Terms at any time. The most current copy of the Terms will be posted and available for review on the Website.

If you object to any new Terms, you must immediately stop using the Services. Your use of the Services after a change to the Terms becomes effective signifies your agreement to all the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Term and Termination

These Terms will commence as of the date you first accept them through your use of the Services. If you reject any of these Terms, you can terminate this agreement by contacting us at [email protected].

We may terminate or suspend your access to the Services upon notice to you, in the event you breach any material term herein, or if we are required to do so by law (e.g. where the provision of the Website, Application or the Services is or becomes unlawful). You agree that all terminations for cause shall be made in Cleo’s sole discretion and that Cleo shall not be liable to you or any third party for any termination of your User Account.

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files, and content associated with or inside your User Account at the discretion of Cleo.

Upon termination of any Service, your right to use such Service shall cease immediately. Any Terms that would reasonably be expected to be performed after the termination Services shall survive and be enforceable after such termination including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.

App Stores

You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and Cleo and not with the App Store. Cleo, not the App Store, is solely responsible for the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Application.

What else do I need to know?

Warranty Disclaimer. YOU USE THE SERVICES AT YOUR OWN RISK. CLEO DOES NOT GUARANTEE THAT YOU WILL FIND THE SERVICES RELEVANT, USEFUL, CORRECT, SATISFACTORY OR SUITABLE TO YOUR NEEDS. . CLEO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY MINOR FOR WHOM YOU ARE RESPONSIBLE FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN SUCH CONTENT OR IN THE SERVICES PROVIDED BY CLEO OR EXPERTS, OR INFORMATION AND ADVICE PROVIDED BY AN EXPERT OR THROUGH OUR MOBILE APPLICATION OR WEBSITE. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES, AND EXPERTS AND THE CONTENT AND SERVICE AVAILABLE THROUGH THE FOREGOING IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND CLEO SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLEO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE AVAILABILITY, USE, OR RESULTS OF SERVICES PROVIDED BY ANY EXPERT.

Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL CLEO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS, OR THE USE OF, OR THE INABILITY TO USE, THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE SERVICES OR ANY SERVICES PERFORMED BY ANY EXPERTS THAT YOU CONNECT WITH VIA THE SERVICES (INCLUDING CLAIMS OF MEDICAL MALPRACTICE), EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY OF CLEO FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) OF EVERY KIND ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID DURING THE PRECEDING 12 MONTH PERIOD. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, CLEO’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity. By using the Services you agree to defend, indemnify, and to hold harmless Cleo, together with its officers and directors, from any and all liabilities brought by third parties (including the costs, expenses and attorneys’ fees on account thereof) arising, resulting from or relating to: (a) your use of the Services or your inability to use the Services; or (b) your violation of any of these Terms. Your agreement to defend, to indemnify, and to hold Cleo (and its officers and directors) harmless applies whether a claim against Cleo is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Services caused damage to you or to any third party and/or your use and access to the Service. This indemnification section shall survive your termination of use of the Services.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) . Cleo may assign its rights and obligations under these Terms. These Terms will inure to the benefit of Cleo’s successors, assigns, and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms, or to exercise any right under these Terms, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

Governing Law and Choice of Forum. These Terms, as well as any and all claims arising from these Terms, will be interpreted in accordance with the laws of the State of California, United States of America applicable to contracts made and performed entirely in California, without regard to any conflict or choice of law principles. Jurisdiction and venue for any litigation arising out of these Terms, or in any way related to the Service, will lie exclusively in the federal or state court located in San Francisco County, California. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

DISPUTES

Any dispute or claim relating in any way to your use of the Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award, on an individual basis, the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must interpret these Terms as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: 548 Market St, PMB 46800, San Francisco, California 94104-5401. The arbitration will be conducted by JAMS under its rules. Payment of all filing, administration and arbitrator fees will be governed by the JAMS’ rules. Cleo will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed on location.

No class action and no trial by jury

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Miscellaneous

These Terms constitute the entire agreement between us and you with respect to the subject matter contained in these Terms and supersede all previous and contemporaneous agreements related to that subject matter. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties. We may terminate or change the Services, or its/their availability to you, at any time. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms are not intended to benefit any third party, and do not create any third-party beneficiaries. Accordingly, these Terms may only be invoked or enforced by you or us. Any of these Terms that would reasonably be expected to be performed after your use of the Services has terminated or expired shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.