PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective date: March 15, 2019
Welcome to Cleo. Please read on to learn the rules and restrictions that govern your use of our Services (as defined below). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected].
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND WAIVER OF JURY TRIALS AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
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.
Cleo provides referral services which match users with third-party healthcare professionals and experts with specialized experience in assisting families in their transition to parenthood through health care, wellness services, and perinatal coaching, instruction and education (each, an “Expert”), and, if and when Cleo determines it to be appropriate, providing such families with coaching and guidance services related to their transition to parenthood (such services combined with the referral services provided by Cleo, the “Services”).
These Experts may provide peer-to-peer support, encouragement, education, instruction and practical tips to help you in your transition to parenthood, as well as healthcare and wellness services via in-person, phone or video chat sessions (each, a “Session”), which users can use in the comfort and convenience of their home, office or workplace. Please note that if your employer has entered into an agreement with Cleo to procure your access to our Services, the number of Sessions which you may be able to use may be limited by such agreement, and you should check with your employer for information related to such limitations.
The Experts you engage via our Services are solely responsible for providing you with medical care – not Cleo. Cleo provides a third-party technology platform that acts as a venue to connect you with Experts who may be available to provide you with non-emergency care. Cleo’s Services DO NOT include medical services, and are limited to the provision of the online platform that connects you with Experts and coaching and guidance services related to aiding families with their transition to parenthood. 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. 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.
While we endeavor to find you Experts who will be helpful to you, we make no representation or warranty as to whether you will find any Expert’s services relevant, useful, correct, satisfactory or suitable to your needs. We do not control the quality of the services provided by Experts. We do not guarantee that any Expert is categorized correctly or is suitably matched to you. While we may try to vet Experts, we cannot and do not guarantee the verification of the skills, degrees, qualifications, licensure, certifications, credentials, competence or background of any Expert. It is solely your responsibility to conduct independent verification regarding any Expert that provides you with services, and we strongly recommend that you conduct this verification prior to communication with any Expert via the Services or on a continuous basis.
To use the Services, you first need to sign up with Cleo and create an account (“User Account”). When signing up, you are obligated to provide us with certain information, such as your name, address, date of birth, employer and the name of your primary care provider (if you have one), obstetrician, pediatrician and credit card information and/or a redemption code if your employer has purchased or is subsidizing the Services for you (“Registration Information”). In the future, we may also require users to provide insurance information. Upon successful completion of the sign-up process, we will provide you with a personal user account, accessible for you with a password of your choice.
It is imperative that you provide accurate and truthful Registration Information about your identity and your health and physical condition during the registration process so that we can identify appropriate Experts on your behalf. By filling in the Account information requested you represent and warrant to Cleo that all of the Registration Information you provide during this process is true, current, complete and correct, and will promptly update such information to ensure that it remains true, current, complete and correct. 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.
You must be 18 years of age or older and reside in a jurisdiction in which the Services are provided, to use the Services. If you reside in a jurisdiction that 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. 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).
You also 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.
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 aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You are responsible for maintaining the confidentiality of your username and password that you designate during the User Account registration process 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, and you must protect the security of your User Account and your password. You also acknowledge that you’re responsible for any activity associated with your User Account. 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 been informed of the risks of transmitting your personal information by an unsecured means.
You may not:
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.
Unless otherwise specified in writing, the Services is for your personal and non-commercial use. 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 (the “Proprietary Materials”) are the property of Cleo or the property of our licensors and are protected by copyright and other intellectual property laws. All rights regarding the Proprietary Materials not expressly granted in these Terms are reserved by Cleo. Unless you have our written consent, you may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from the Services to weblogs, newsgroups, mail lists or electronic bulletin boards, without our written consent.
By using the Services, you agree that your use:
Currently, there is no charge to create a User Account or download the Application on your mobile device.
We reserve the right to introduce a fee in the future for downloading the Application as registering with us. If we decide to introduce such a fee, we will inform you accordingly 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. You must provide Cleo with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Cleo with your credit card number and associated payment information, you agree that Cleo is authorized to immediately invoice your User Account for all fees and charges due and payable to Cleo hereunder and that no additional notice or consent is required. You agree to immediately notify Cleo of any change in your billing address or the credit card used for payment hereunder. Cleo reserves the right at any time to change its prices and billing methods, either immediately upon posting on Website, Application or by e-mail delivery to you.
At present we do not process any insurance claims, nor will the Experts process claims on your behalf. Although the Services you receive may or may not be covered by your insurance, it is solely up to you to contact your health plan, determine whether coverage applies and submit a claim. You are responsible for the full fee (and for paying the fee in advance) regardless of whether you later are able to receive reimbursement from your health plan for part or all of the cost.
If you choose to cancel your User Account or your Services, all you have to do is email [email protected]. If you cancel your User Account, you will not be eligible for a prorated refund of any portion of the Sessions you have purchased, although you may use the remaining Sessions you purchased prior to cancellation. Cleo reserves the right, at its sole discretion, to reject users of its Services. If we reject you after you have paid any fee, Cleo will reimburse the unused portion of that fee.
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 the Terms at any time. The most current copy of the Terms will be posted and available for review on the Website. If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of 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.
These Terms will commence as of the date you first accept them (as described in the preamble). If you want to terminate these Terms you may do so by contacting us at [email protected]. We may terminate these Terms and/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. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that termination of Services may involve deletion of your information and content in your User Account. All provisions of these Terms, which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers and limitation of liability.
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. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
Disputes with Experts. 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.
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. WE DO NOT GUARANTEE THAT ANY EXPERT IS CATEGORIZED CORRECTLY OR WILL BE CORRECTLY MATCHED TO YOU. 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.
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. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE SERVICES OR FROM ANY EXPERTS. CONSULTATION WITH THE EXPERTS MADE AVAILABLE VIA THE SERVICES IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY THE EXPERTS MADE AVAILABLE VIA THE SERVICES IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE OR TREATMENT SHOULD BE DIRECTED TO YOUR HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. CLEO EXPERTS DO NOT PROVIDE EMERGENCY SERVICES.
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. You agree to defend, indemnify, and to hold harmless Cleo, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands 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) an allegation that you violated any representation, warranty, covenant or condition in 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 or cessation 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) without Cleo’s prior written consent. 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. You agree that these Terms, as well as any and all claims arising from these Terms, will be governed by and construed in accordance with the laws of the State of California, United States of America applicable to contracts made entirely within California and wholly performed in California, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of these Terms or in any way related to the Service will be an appropriate federal or state court located in Santa Clara 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 follow the terms of these Terms as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: 85 2nd Street, Suite 710, San Francisco, CA 94105. 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.
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 constitutes the entire agreement between us and you with respect to the subject matter contained in these Terms and supersede all previous and contemporaneous agreements, proposals and communications, written or oral, 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 discontinue or change the Services, or its/their availability to you, at any time. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are available through the Services. In the event of any conflict between any such third-party terms and conditions and these Terms, these Terms will govern. 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 and all provisions of these Terms that would reasonably be expected to be performed after the termination or expiration of these Terms shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.