Terms of Service

The www.serucell.com website (the “website”) is operated by Serucell Corporation (“Serucell”). Throughout the website, the terms “we,” “us,” and “our” refer to Serucell. Serucell offers this website, including all information, tools, and services available from this site to you (“you” or the “user”) conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein.

By visiting our website and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink (including our Privacy Policy https://serucell.com/pages/your-privacy, which is incorporated by reference into these terms). These Terms of Service apply to all users of the website, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the website, you agree to be bound by these Terms of Service. If you do not agree to all the Terms, then you may not access the website or use any Service. 

By accepting these Terms, you and we are agreeing to arbitrate any dispute between you and us, and you are giving up your right to go to court either individually (except for matters that may be taken to small claims court) or as part of a class action. See the Dispute Resolution and Arbitration section (Section 17) below for details.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. We recommend that you store or print-off a copy of these Terms for your records. 

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

 

ONLINE STORE TERMS 

OUR WEBSITE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE WEBSITE. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by accessing or using our website, you affirm that either you are at least 18 years of age or have been authorized to use our website by your parent or guardian who is at least 18 years of age.

 

GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service, or any contact on the website through which the Service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

 

ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION 

We have attempted to be as accurate as possible when describing our products on the website and displaying the colors and images of our products, but we cannot guarantee product descriptions, colors, information, or other content available on the website are accurate, complete, reliable, current, or error-free. Therefore, you acknowledge that our website may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors or inaccuracies (including after an order has been placed) and to change or update information at any time without prior notice. Such errors and inaccuracies may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.

We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

 

PRODUCTS  

Our products are subject to return or exchange only according to our Return Policy https://serucell.com/pages/returns.

We reserve the right but are not obligated, to limit the sales of our products to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer and to cancel or reduce the quantity of any order to be filled that we believe, in our sole discretion, may result in the violation of these Terms. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

 

ACCURACY OF BILLING AND ACCOUNT INFORMATION

As noted above, we reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates so that we can complete your transactions and contact you as needed. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at contact@serucell.com.

 

INTELLECTUAL PROPERTY 

The Service is licensed, not sold, to you for use only under these Terms.  We reserve all rights not expressly granted to you.  Subject to the Terms, we hereby grant you a personal, limited, revocable, non-transferable license to access and use the Service solely for your personal, non-commercial use.

The content on the Service, including, without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright and other intellectual property rights and owned by us or our licensors (the “Content”).  You may not copy, reproduce, upload, republish, transmit, post, create derivative works based on, publicly perform, or distribute any materials from the Service in any way without our prior express written permission or as permitted by the Service’s intended functionalities.  As between you and us, we own all design rights, databases, and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered.

The Serucell trademarks, design marks, service marks, trade dress, and logos (the “Serucell Trademarks”) used and displayed on the Service and our products are our registered and unregistered trademarks or service marks.  Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Serucell Trademarks, the “Trademarks”).  Nothing on the Service or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without our prior express written consent for each individual use.  You may not use the Trademarks to disparage us or the applicable third party or in any manner that may damage any goodwill in the Trademarks.  You may not use any Trademarks as part of a link to or from any Service without our prior express written consent.  All goodwill generated from the use of any Serucell Trademark will inure solely to Serucell’s benefit. 

 

THIRD-PARTY TOOLS 

We may provide you with access to third-party tools that enable you to export information to third party services, including through features that allow you to link your account with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. 

You acknowledge that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.

 

THIRD-PARTY LINKS 

Certain content, products, and services available via our Service may include materials from third parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

 

USER COMMENTS AND FEEDBACK

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (a) to maintain any comments in confidence; (b) to pay compensation for any comments, or (c) to respond to any comments.

We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

 

PERSONAL INFORMATION AND COMMUNICATION 

Your submission of personal information through the store is governed by our Privacy Policy https://serucell.com/pages/your-privacy.

You agree to receive email from us at the email address you provided to us for customer service-related purposes.  By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at contact@serucell.com.

 

PROHIBITED USES 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the website, the Service, or the Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

 

DISCLAIMER OF WARRANTIES 

THE PROVISIONS OF THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW: 

THE INFORMATION ON THIS WEBSITE, INCLUDING ANY ADVICE AND RECOMMENDATIONS, IS INTENDED SOLELY AS A GENERAL EDUCATIONAL AID. IT IS NOT INTENDED AS PROFESSIONAL, MEDICAL, OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT. YOU SHOULD DISCUSS THE INFORMATION PROVIDED WITH A PHYSICIAN OR OTHER LICENSED HEALTH CARE PROFESSIONAL. 

WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE PRODUCTS WILL BE ACCURATE OR RELIABLE OR PROVIDE YOU WITH THE RESULTS YOU DESIRE. 

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE AND THE PRODUCTS IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

 

INDEMNITY

To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Serucell and our affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees (collectively, the “Serucell Entities”) from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to your breach of these Terms of Service, or your violation of any law or the rights of a third party.

 

LIMITATION OF LIABILITY

THE PROVISIONS OF THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

IN NO EVENT WILL THE SERUCELL ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR OTHERWISE, AND WHETHER OR NOT ANY SERUCELL ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION BELOW (SECTION 17), THE AGGREGATE LIABILITY OF THE SERUCELL ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE, THE PRODUCTS, AND OTHERWISE UNDER THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SERUCELL FOR PRODUCTS IN THE [6] MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

 

DISPUTE RESOLUTION AND ARBITRATION

1. No Class Actions and Severability. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You and we agree as follows: (a) neither you nor we will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity; (b) no arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding; and (c) if the class action waiver or any part of this Section 17 is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and we agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Northern District of California for the purpose of litigating any Dispute.
3. Arbitration of Disputes
   1. Agreement to Arbitrate. You and we agree to arbitrate all disputes (except those exceptions specifically set out in the next subsection) between you and us or our affiliates, except disputes related to our intellectual property rights. You and we empower the arbitrator with the exclusive authority to resolve any dispute, including without limitation any part of these Terms are void or voidable.
   2. Disputes Excluded from Arbitration. You and we agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit your or our right to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim or to compel or uphold any arbitration decision hereunder. In such cases, neither you nor we shall need to follow the informal negotiations procedure and timeline set out in the next subsection.
   3. Informal Negotiations. To help get you and us to a resolution and to control costs for you and us regarding any dispute, you and we agree to first attempt to informally discuss and try to negotiate a resolution to any dispute (except the disputes specifically set out below) for at least 60 days from when notice of the dispute is sent. Those informal negotiations will commence upon written notice from you to us or us to you. We will send our notice to your registered email address and any billing address that you provided to us. You will send your notice to contact@serucell.com and/or Serucell Corporation 228 Hamilton Avenue 3^rd Floor Palo Alto CA 94062. After 60 days, you or we may commence arbitration. If the dispute cannot be resolved within that time period, and if either you or we desire to continue the dispute, the party desiring to continue the dispute shall commence arbitration.
   4. Commencing Arbitration. If you and we do not resolve a dispute by informal negotiation, the Dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU AGREE THAT YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY AND GIVING UP YOUR RIGHT TO A CLASS ACTION. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”). You can find more information at www.adr.org or by calling 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
   5. Fees and Location. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve Disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
   6. Confidentiality of Settlement Offers. During the arbitration, the amount of any settlement offer made by you or us may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any).
   7. Minimum Award. If you win in the arbitration and are awarded an amount that exceeds the last written settlement amount offered by us, we will pay you the highest of the following: (a) the amount awarded by the arbitrator or (b) $10,000.
4. Choice of Forum for Disputes That Are Not Subject to Arbitration. You and we agree that any action at law or in equity arising out of or relating to these Terms that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the Northern District of California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.

 

TERMINATION 

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

WAIVER; ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this website or in respect to the Service constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

 

CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

CONTACT INFORMATION 

Questions about the Terms of Service should be sent to us at contact@serucell.com.