Terms of Service

Last Updated: 09/3/2024

Please read these Terms of Service (“Terms”, “Terms of Service” or this “Agreement”) carefully before accessing the website www.hicleo.com (the “Website”) or accessing and using the Cleo Application (the “Service”), each operated by Cleo Labs, Inc. (“Cleo”, “us”, “we”, or “our”). This Agreement sets forth the legally binding terms governing access to and use of the Service and Website. Your (“you”, “your” or “Member”) access to and use of the Service and Website is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users, and others who wish to access or use the Service or Website.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you do not have permission to access the Service or Website. In addition, by accessing or using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to be bound by the terms and conditions found herein.

This Agreement can be found at https://hicleo.com/terms, and serves as a supplement to Cleo’s other policies, including but not limited to its Privacy Policy and Master Services Agreement (if applicable).

Services

Cleo provides 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 coaching. Upon Cleo’s determination, Experts may also provide users with additional coaching and guidance services related to the users’ specific caregiving needs. Such services, together with the 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 and the Cleo Application that connects you with Experts and coaching and guidance services related to caregiving support. You are responsible for your use of the Services in all cases. You should use discretion in how you apply the guidance of Experts, and should seek out professional medical opinions where appropriate.

Depending on your needs, Cleo’s Experts may provide you with but not limited to:

  • peer-to-peer support,
  • encouragement,
  • education,
  • instruction and
  • practical tips to help in your specific caregiving situation, as well as healthcare and wellness services via in-app messaging, 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.

Exclusions

It is important to understand that the Services do not include the provision of medical care. 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 that 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 professional.

Guarantees

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.

As such, the services provided to you by the Experts is “as-is” and Cleo makes no warranties or representations as to the suitability of said services. 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.

Registration

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, obstetrician, pediatrician, or other relevant medical professional
  • we may require a redemption code if your employer or other third-party has purchased or is subsidizing the Services for you.

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 is to be done at your sole discretion.

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.

Eligibility

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 of the fact that some countries have a legal age of an adult that is less than 18 years of age.

We may, in our sole discretion, refuse to offer the Service or grant access to you or any other Member at any time and for any reason.

Confidentiality

You are responsible for maintaining the confidentiality of your Cleo account credentials and you are fully responsible for all activities that occur under your account. You agree that you will not share your account credentials with anyone. You agree to immediately notify us of any unauthorized use of your account or any other breach of security relating to your 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

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 emails 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.

User License

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”) or Google Play Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application and as permitted by the “Usage Rules” set forth in the Apple App Store or Google Play Store Terms of Service.

Intellectual Property

The Services, including, without limitation, the Application, the Website, and any and all 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 Proprietary 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.

Third-Party Content

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.

Termination

If you choose to cancel your User Account or your Services, please request cancellation through the app or 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], and verbal cancellations will not be accepted.

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 Store

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 therefore, 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.

Warranty Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT 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.

Arbitration

Any dispute or claim relating in any way to your use of the Service will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to these Terms.

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.

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.

Miscellaneous

This Agreement constitutes a single integrated contract expressing the entire agreement between you and Cleo Labs with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, and, except as specifically set forth herein, there are no other agreements, representations, promises or inducements, written or oral, express or implied, between the parties hereto with respect to the subject matter hereof. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the website.

 

Contact

If you have any questions about these Terms, please contact us at:

Cleo Labs, Inc.
548 Market Street
PMB 46800
San Francisco, California 94104-5401
[email protected]

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND PRIVACY POLICY AND AGREE THAT MY USE OF THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.