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Terms of Service

The agreement that governs your use of Cleo’s website and platform.

Last updated August 13, 2026

PLEASE CAREFULLY READ THE TERMS OF SERVICE (the “TERMS”) BEFORE USING THE CLEO CARE website located at https://cleocare.co/ (the “Website”) and CLEO CARE’S other related websites, applications, and platforms (collectively, the “Platform”). The Platform, together with all related content, products, services, and functionality associated with the Platform, are collectively referred to as the “Services.”

BY ACCESSING OR USING THE SERVICES, YOU CONSENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

Any information that Cleo Care, LLC (“Cleo Care”, “we”, or “us”) collects through your use of the Services is subject to the Cleo Care Privacy Policy (the “Privacy Policy”), which is part of these Terms.

By continuing to use the Services, you agree as follows:

If You do not agree with and accept the Terms, please discontinue all further use of the Services. Do not access the Services and immediately delete all files, if any, of the associated Services from your device(s).

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE dispute resolution section below, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLEO CARE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION and you waive your right TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU CAN OPT-OUT OF THE ARBITRATION AGREEMENT BY CONTACTING hello@cleocare.co WITHIN 30 DAYS OF ACCEPTING THESE TERMS.

These Terms of Service ("Terms of Service" or “Terms”) are a legal contract between you and Cleo Care, LLC (“us”, “we”, “our, or “Cleo Care”). Cleo Care is the creator of the Cleo Care website located at https://cleocare.co/ (the “Website”) and other related websites, applications, and platforms (collectively, the “Platform”). The Platform, together with all related content, products, services, and functionality associated with the Platform, are collectively referred to as the “Services.”

The terms “you” and “yours” refer to the person using the Services. These Terms govern your use of the Services and by accepting these Terms and accessing or using the Services, you acknowledge that you have read, understand, and agree to these Terms and the Cleo Care Privacy Policy. Any capitalized terms not defined in these Terms are defined in the Cleo Care Privacy Policy.

You may access and use the Services only in accordance with these Terms, and you agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as the Cleo Care Privacy Policy. With the exception of the Arbitration Agreement (see “Dispute Resolution” section) included near the end of these Terms, Cleo Care reserves the right to change or modify these Terms at any time. If we materially change or modify these Terms, we will let you know by posting a new version of the Terms to the Website.

If you continue to use the Services after we have informed you of the changes, you agree to be bound by the modified Terms. If you do not accept the changes, you should immediately stop using the Services and delete all files associated with the Services on your device(s).

Cleo Care is in the business of connecting individuals and families navigating fertility, pregnancy, postpartum, and related wellness needs with full-spectrum maternal care, both clinical and non-clinical. The Services are designed to match individuals seeking women’s health services (“Customers”) with women’s health professionals seeking to connect with patients (“Professionals,” and together with Customers, each a “User”) and to facilitate the delivery of services by Professionals to Customers through billing, telehealth technology, scheduling, and other administrative and operational support

Important information regarding HEALTHCARE services. PLEASE READ.

CLEO CARE is not a HEALTHCARE Provider. CLEO CARE IS a technology company that FACILITATES access to wOMEN’S HEALTH PROFESSIONALS, at the request of its customers. CLEO CARE DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL CONSULTATIONS, DIAGNOSIS, OR TREATMENT. CLEO CARE has no ownership interest in PROFESSIONALS, does not have control over the clinical decision-making of the PROFESSIONALS, and is not responsible for the quality of care provided by the PrOFESSIONALS. CLEO CARE HEREBY DISCLAIMS ANY LIABILITY FOR ANY HEALTHCARE SERVICES PROVIDED BY ANY PROFESSIONAL.

By accepting these Terms, you agree and acknowledge that we do not provide clinical or medical services. WE EXPLICITLY DISCLAIM THE CREATION OF A PROVIDER-PATIENT RELATIONSHIP BETWEEN CLEO CARE AND CUSTOMER USERS, EXCEPT ANY SEPARATE RELATIONSHIP THAT MAY BE FORMED BETWEEN A CUSTOMER AND A PROFESSIONAL. THE SERVICES CAN NOT AND ARE NOT DESIGNED, INTENDED, OR APPROPRIATE TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.

If at any time you are concerned about your care or treatment, or you believe or suspect or someone else advises you that you have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest emergency room.

The Services and/or any data derived from the Services are in no way intended to replace the independent clinical judgment of a qualified healthcare professional.

CUSTOMERS: We do not confirm the credentials of any Professional using the Services. We do not validate that any such persons are in good standing with their respective licensure board(s), where applicable, or that they are using the Services in accordance with laws applicable to their professional practice. It is each Customer’s responsibility to separately confirm that a Professional is in good standing with his or her respective licensing board(s) and to exercise whatever other due diligence such Customer feels is appropriate in selecting and maintaining his or her choice of healthcare professionals.

General information available through the Services about medical conditions, symptomology, available drugs, treatment options, and other educational articles and videos is provided for general educational purposes only. Never disregard, avoid, or delay obtaining medical advice from a physician or other qualified healthcare professional because of something contained in the Services.

You must create an account (“User Account”) and become a registered user to access Services. The registration process begins when you enter your demographic information (e.g., name, email address, contact information) into the Platform. From there, you will receive an email inviting you to register to use the Services. To register, you must create a username and provide your name, your email address, and other information specified in the registration form (“Registration Data”). You may change or correct information in your User Account by contacting us at hello@cleocare.co. You agree not to register for a User Account on behalf of an individual other than yourself unless you are legally authorized to bind such person to these Terms. By registering another person, you hereby represent that you are legally authorized to do so.

By registering for an account and using the Services, you represent and warrant as follows:

Services Ownership and Use.

Cleo Care owns the Services, including all content and functionality you access through the Services. Subject to your compliance with these Terms, Cleo Care grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services.

THE SERVICES ARE FOR YOUR PERSONAL USE ONLY AND YOU MAY NOT RESELL OR SUBLICENSE YOUR ACCESS TO THE SERVICES. You may not use the Services for any other purpose than what is allowed under these Terms without Cleo Care’s express written permission.

You may not use Cleo Care’s name, trademarks, service marks, or logos, or those of third parties appearing on the Services in any advertising or publicity or to otherwise indicate Cleo Care’s or such third party’s sponsorship or affiliation with any product or service without the express written permission from Cleo Care or such third party.

NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICES WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE SERVICES MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICES.

PERSONAl INFORMATION.

“Personal Information” has the meaning given to that term in the Cleo Care Privacy Policy. You own your Personal Information and any other information you submit on or through the Services. If you enter someone else’s information into the Services, you represent and warrant that you have permission to do so. As a condition of using the Services, you grant to Cleo Care a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use your Personal Information for the purpose of providing the Services, subject to applicable law and the restrictions in the Cleo Care Privacy Policy. You agree to allow Cleo Care to de-identify and anonymize your Personal Information, including, without limitation, your Healthcare Information, in accordance with our Privacy Policy and applicable law, and to use or disclose such de-identified information for any purpose.

You may use the Services only for lawful purposes and in accordance with these Terms. In addition, we impose certain restrictions on your use of the Services. While using the Services, you shall not:

Cleo Care is not obligated to monitor your use of the Services, but we may do so to ensure your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when we are required to. Cleo Care reserves the right to suspend or terminate your use of the Services without notice to you if you partake in any of the prohibited uses described above.

The Services are designed to require users to create a username and password to access and use the Services. Your username and password are, collectively, your “User Credentials.” You are solely responsible for (i) maintaining the strict confidentiality of your User Credentials, (ii) not allowing another person to use your User Credentials to access the Services, and (iii) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your User Credentials, regardless of whether you were aware of those activities. You agree to immediately notify Cleo Care in writing by email of any unauthorized use of your User Credentials or any other compromise of the security of your User Account.

WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL INFORMATION, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.

You may be held liable for any losses incurred by Cleo Care and/or its affiliates, officers, directors, and representatives due to someone else’s use of your User Account or password, regardless of whether you were aware of such use.

Cleo Care values your privacy and is committed to keeping your Personal Information confidential. Please see the Cleo Care Privacy Policy for an explanation of our privacy practices, the information we collect from you, how we use that information, and your rights regarding your Personal Information. By accessing or using the Services, or by downloading, viewing, or uploading any content through the Services, you acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy is a part of these Terms.

By using the Services and accepting these Terms, you further acknowledge that Cleo Care may share your Personal Information with third parties, including Professionals you select, in accordance with the Privacy Policy. We will seek your consent to share your Personal Information with third parties before doing so where required by law.

Unless specifically stated in the Cleo Care Privacy Policy, we do not control how third parties whom you share information collected, generated, or stored via the Services may further use and disclose such information. You expressly acknowledge and agree that Cleo Care is neither responsible for nor liable to you or any third party for the treatment of your Personal Information by any such individual or entity, including any collection, use, disclosure, storage, loss, theft, or misuse of your Personal Information, whether or not such treatment violates applicable law.

You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, "Systems") necessary for you to access and use the Services. This includes, without limitation, obtaining Internet services, using up-to-date web browsers, and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Services and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems.

When you access or use the Services or send emails or in-app messages to us or to any Professional, you consent to receive communications from us and our Professionals electronically via email and in-app messaging. 

These communications may contain Personal Information and may also contain promotional and marketing material. If you consent to receive marketing or other communications not related to your use of the Services, we will provide you with the option to opt out of such marketing communications within the applicable message. However, you may not opt out of certain transactional or service-related email notifications, including billing notices and security alerts.

You also understand that while CLEO CARE takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. It is possible that electronic communications may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk.

Third-Party Websites.

In the course of using the Services, you may be introduced to areas or features of the Services that allow you to access websites that do not belong to and are not controlled by us (collectively, “Third-Party Sites”). If you choose to access one of these Third-Party Sites, you will leave our Services and be redirected to an environment owned and controlled by an external third party. You acknowledge and agree that the Third-Party Sites may have different privacy policies, Terms of Service, user guides, and/or business practices (collectively, “Third-Party Rules”) than us, and that your use of such Third-Party Sites is governed exclusively by the respective Third-Party Rules. We provide links to Third-Party Sites to you as a convenience, and we do not verify, make any representations, or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, and/or any other activities conducted on or through such Third-Party Sites.

YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT (“Third Party Matters”) AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD PARTY MATTERS.

Any reference in the Services to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply our endorsement or recommendation.

Third-Party Services.

To the extent any features, aspects, products, or services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services” as provided by “Third-Party Service Providers”), You may be subject to additional terms and conditions. To the extent applicable, you will receive a notification and can accept such terms and conditions. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, DO NOT USE THE RELATED THIRD-PARTY SERVICES.

In the event of any inconsistency between terms of service relating to Third-Party Services and these Terms, those additional terms and conditions will control with respect to such Third-Party Services. Third-Party Service Providers may collect and use certain information about you, as specified in the Third-Party Service Provider’s privacy policies. Prior to providing information to any Third-Party Service Provider, you should review their privacy policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER’S PRIVACY POLICY OR TERMS OF SERVICE, YOU SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.

AI and Chat Functionality

The Services may include features, functionality, and content that are generated or powered by artificial intelligence (“AI”). Cleo Care uses AI for purposes that may include, without limitation, matching Customers with Professionals based on the information you provide, generating recommendations, and providing automated assistance, responses, and other support to Users (collectively, the “AI Features”). For purposes of these Terms, “artificial intelligence” has the meaning given under applicable California law, including California Business and Professions Code Section 22757 et seq. and any other applicable statute or regulation.

Without limiting anything else in these Terms, the AI Features are provided “AS IS” and “AS AVAILABLE,” and Cleo Care makes no representations or warranties of any kind regarding them. The AI Features, including any matches, recommendations, or automated responses generated for you, are provided as a convenience only and are not a substitute for professional medical advice or your own independent judgment. You acknowledge that certain AI Features may rely on or incorporate Third-Party Services (as described in the “Third-Party Services” section of these Terms), and that Cleo Care cannot guarantee the suitability, accuracy, quality, security, legality, or reliability of such Third-Party Services or their outputs. Before relying on any AI Feature, you are responsible for determining that it is suitable for your needs, and you are solely responsible for any reliance on the accuracy, completeness, or usefulness of any output. You should not act or refrain from acting based solely on any information made available through the AI Features. Cleo Care does not monitor interactions between you and the AI Features, and you should independently evaluate the accuracy and appropriateness of any output for your circumstances. AI Features may occasionally produce incomplete, inaccurate, or otherwise objectionable information that does not reflect Cleo Care’s views. Any reference by an AI Feature to a Professional, product, or service does not constitute an endorsement, recommendation, referral, or guarantee of any individual or entity by Cleo Care or any affiliated third party.

Under no circumstances will we be liable in any way for the AI Features or any information generated by the AI Features, including, but not limited to, infringement of intellectual property rights, any errors or omissions, or for any loss or damage of any kind incurred as a result of your interaction with the AI Features.

Cleo Care uses a third-party payment processor to process credit card payments for professional services provided through the Platform on behalf of Users (the “Transaction Processing Services”).

Customers

For each appointment you book through the Services, you will be charged at the time of service: (a) the Professional’s clinical fee for the applicable service; (b) a flat platform fee of ten dollars ($10.00) per appointment; and (c) a pass-through card-processing cost equal to the fee charged by our payment processor for the transaction. The platform fee and pass-through card-processing cost are in addition to the Professional’s clinical fee and any cost-sharing obligations you may owe under your health plan (such as copayments, deductibles, and coinsurance). We will display the applicable fees to you before you confirm an appointment. By confirming an appointment, you authorize us and our payment processor to charge these amounts to your designated payment method.

We do not store or retain your full payment card information; that information is collected and processed by our payment processor in accordance with its terms of service and privacy policy, which you can review at https://stripe.com/legal/consumer. We process payments in accordance with our Privacy Policy. Any payment terms presented to you when you sign up for or use a paid service are part of these Terms.

You are responsible for all charges incurred under your User Account, and you remain responsible for paying all amounts required by law or contract (such as your health plan agreement), including all cost-sharing obligations such as copayments, deductibles, and coinsurance. Cleo Care is not responsible for the products or services provided by any Professional, or for any charges submitted by a Professional.

If you dispute any fees charged by a Professional, please notify us at hello@cleocare.co. Where a Professional permits it, you may use the Services to pay all or a portion of your financial obligations under your insurance coverage. While we endeavor to display accurate copayment and insurance information, we make no guarantee and disclaim all warranties that such information is correct, as it is provided by your insurer or a third-party clearinghouse and is subject to change. You may ultimately owe more or less than the amount paid through the Services, and you are likely to receive an explanation of benefits from your insurer following your appointment.

You may cancel a scheduled appointment without charge up to twenty-four (24) hours before the scheduled appointment time. If you cancel less than twenty-four (24) hours before the scheduled appointment time, or fail to attend, you may be charged the full amount for the applicable service.

You must provide current, complete, and accurate billing information and promptly update it as needed. You must promptly notify us or our payment processor if your payment information is cancelled (for example, due to loss or theft) or if you become aware of any breach of security involving your User Account.

We are not responsible for any error, act, or omission of the payment processor. Neither Cleo Care nor our payment processor will be responsible if a transaction cannot be completed for any reason, including if: (a) you have not provided accurate, current, and complete payment information; (b) you do not have sufficient funds or available credit; (c) you do not have an active payment card or we cannot confirm your card information or identity; (d) your User Account or access to the Services has been terminated or suspended; (e) we have reason to believe the transaction is unauthorized; or (f) we terminate or suspend the services we provide to the applicable Professional.

You agree to promptly review all charges and to notify Cleo Care of any questions, concerns, or disputes. In no event may you raise a dispute more than twelve (12) months after the date of the applicable transaction.

Professionals

Cleo Care, through its third-party payment processor, will collect payment from Consumers for professional services provided through the Platform and will remit the applicable amounts to you, less Cleo Care’s fees. You authorize Cleo Care to deduct and retain its fees, as agreed to separately in writing between you and Cleo Care, from the amounts collected before remitting the balance to you. Cleo Care will remit the net amounts to the deposit account you designate.

To receive payment, you must provide and maintain current, complete, and accurate deposit account information with Cleo Care or its payment processor, and you must promptly provide updated deposit information whenever your User Account details change. Cleo Care is not responsible for any delay in or failure of payment resulting from inaccurate, incomplete, or out-of-date deposit information.

Charges to Consumers are assessed on a per-appointment basis. For each appointment, the Consumer is charged (a) your clinical fee for the applicable service, (b) a flat platform fee of ten dollars ($10.00), and (c) a pass-through card-processing cost, each collected at the time of service.

You will be charged flat, per-booking fees for use of the Services, consisting of (a) a one-time match fee assessed on the Consumer’s first appointment with you, and (b) a flat per-appointment fee assessed for each appointment thereafter. These fees are as agreed to separately in writing between you and Cleo Care and will be deducted from amounts collected on your behalf as described above.

In addition to other representations and warranties contained throughout the Terms, you represent and warrant that your use of the Services will be in accordance with these Terms and all applicable laws, regulations, rules, and Cleo Care policies and procedures (to the extent such policies and procedures are communicated to you). Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL INFORMATION (BELONGING TO YOURSELF OR OTHERS ON WHOSE BEHALF YOU ARE SUBMITTING SUCH PERSONAL INFORMATION) WITH US.

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLEO CARE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. CLEO CARE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLEO CARE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, OR MATERIALS ACCESSED OR PURCHASED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLEO CARE OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, AFFILIATED PROFESSIONALS.

YOU UNDERSTAND THAT CLEO CARE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OR CONDUCT OF AFFILIATED PROFESSIONALS.

CLEO CARE CAN NOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. CLEO CARE CAN NOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE SERVICES.

YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD CLEO CARE OR ITS AFFILIATED PROFESSIONALS RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS, MOBILE DEVICES, OR DATA.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY CLEO CARE REMAINS WITH YOU. NEITHER CLEO CARE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLEO CARE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE SERVICES. SHOULD ANY COURT OF COMPETENT JURISDICTION FIND THAT THE PRIMARY REMEDY IS UNENFORCEABLE OR INAPPLICABLE, THEN, TO THE FULLEST EXTENT PERMITTED BY LAW, CLEO CARE'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU TO CLEO CARE FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

CLEO CARE IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY AFFILIATED PROFESSIONALS, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES YOU ARE RECEIVING FROM AN AFFILIATED PROFESSIONAL, YOU MAY HAVE ADDITIONAL REMEDIES REGARDING THE PROVISION OF SERVICES BY SUCH PROFESSIONAL.

YOU ACKNOWLEDGE THAT IF YOU USE THE SERVICES DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. CLEO CARE IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED AS PART OF THE SERVICES.

ANY CLAIM ARISING FROM THE USAGE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CLEO CARE AND ITS REPRESENTATIVES FROM ANY THIRD PARTY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR ACCESS TO OR USE OF THE SERVICES, (b) YOUR VIOLATION OF THESE TERMS, (c) YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS; (d) ANY CONTENT YOU POST, UPLOAD, USE, DISTRIBUTE, STORE, OR OTHERWISE TRANSMIT THROUGH THE SERVICES; OR (E) OR ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR RELATED TO YOUR USER ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES THROUGH YOUR USER ACCOUNT, REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE. CLEO CARE WILL PROVIDE YOU WITH NOTICE OF ANY SUCH CLAIM, SUIT OR ACTION. CLEO CARE WILL COOPERATE, AT YOUR EXPENSE, IN THE DEFENSE OF ANY SUCH CLAIM, SUIT OR ACTION. YOU SHALL ALLOW CLEO CARE TO PARTICIPATE IN THE DEFENSE AND SHALL NOT SETTLE ANY SUCH CLAIM, SUIT OR ACTION WITHOUT THE PRIOR WRITTEN CONSENT OF CLEO CARE.

CALIFORNIA RESIDENTS, BY USING THE SERVICES, RELEASE AND DISCHARGE CLEO CARE AND ITS REPRESENTATIVES FROM ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER KNOWN OR UNKNOWN, AND HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by e-mailing us at hello@cleocare.co. You acknowledge and agree that if you submit any Feedback to us, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

If you breach any of these Terms, we may suspend or disable your User Account or terminate your access to the Services without prior notice to you. There may be other instances where we may need to terminate your access to the Services that are not related to any of your actions or inactions. We reserve the right to terminate your access to and use of the Services and materials at any time, with or without cause unless otherwise prohibited by law.

If you wish to terminate your User Account, please contact Cleo Care at hello@cleocare.co, immediately discontinue your use of the Services, and delete all files associated with the Services from your computer or mobile device.

Digital Millennium Copyright Act Policy

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to hello@cleocare.co.

PLEASE READ THIS PART CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH CLEO CARE THROUGH INDIVIDUAL, BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

You agree that any dispute between you and Cleo Care arising out of or relating to these Terms will be governed by the dispute resolution procedure outlined below. We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by a written agreement between you and Cleo Care.

Before initiating a formal proceeding, the parties will try in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (each, a "Dispute") informally. The party seeking relief must send a written notice of the Dispute to the other party that describes the nature and basis of the Dispute and the specific relief sought, using the notice addresses provided below (for notices to Cleo Care) or the contact information associated with your User Account (for notices to you). The parties will then attempt in good faith to resolve the Dispute through negotiation for a period of thirty (30) days after the notice is received. If the Dispute is not resolved during that period, either party may proceed with arbitration or other relief as provided below. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in the informal resolution process.

Except as expressly provided herein, you and Cleo Care agree that every Dispute will be resolved by individual, binding arbitration, and not in a court of law.

Any legal or equitable dispute, claim, or controversy arising from or relating to these Terms or the breach, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement, shall be finally resolved exclusively by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional Neutral with relevant experience (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. The allocation of fees and costs, and any award of attorneys' fees and expenses, is governed by these Terms and applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction.

A party shall initiate an arbitration through New Era ADR at https://app.neweraadr.com. The contact information for Cleo Care shall be hello@cleocare.co and for the relevant user it shall be the last known email address. For more information on initiating disputes please go to New Era ADR’s Virtual Arbitration Help Center. For support when initiating a dispute please contact support@neweraadr.com.

Nothing in these Terms prevents either party from (a) bringing an individual claim in small claims court if the claim qualifies; (b) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or Platform security, pending the outcome of arbitration; or (c) pursuing any enforcement action available through a governmental agency. Nothing in these Terms prevents you from reporting possible violations of law to a governmental agency or from responding truthfully to lawful legal process.

You may opt out of this agreement to arbitrate by sending a written opt-out notice to Cleo Care by email, or by mail to the address below, within thirty (30) days after the date you first accept these Terms. The opt-out notice must include your first and last name, the email address associated with your User Account, and a clear statement that you decline this arbitration agreement. A valid and timely opt-out will relieve you of the obligation to arbitrate future Disputes, but will not affect any other provision of these Terms, including the jurisdiction and venue provisions.

YOU AND CLEO CARE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE NEUTRAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

If twenty-five (25) or more similar claims are asserted against Cleo Care by or with the coordinated assistance of the same law firm or coordinated group of law firms, the parties agree that the claims will be administered in batches of no more than fifty (50) claims per batch through the New Era Platform. Each batch will have a single set of filing and administrative fees due from claimants and Cleo Care, and New Era ADR will provide a single Neutral or set of case administrators for the batch. Claimants and Cleo Care agree to work in good faith with New Era ADR to administer the batches efficiently and to resolve any disagreements about batching. No claim in a subsequent batch may proceed until the prior batch has concluded, unless the parties agree or New Era ADR directs otherwise. This provision is intended to increase the efficiency and fairness of resolving a large number of similar claims and will be enforced to the fullest extent permitted by law.

The New Era Platform charges flat fees for arbitration, allocated in accordance with its rules and procedures. For any Dispute you bring, Cleo Care will pay the New Era Platform's filing, administrative, and Neutral fees, except that you will pay the portion of any filing fee equal to what you would have paid to file the same claim in court. Each party will otherwise bear its own costs and attorneys' fees, except that the Neutral may award reasonable attorneys' fees and expenses to a prevailing party only to the extent expressly permitted by applicable law and the rules and procedures of the New Era Platform. If the Neutral finds that a claim or a defense was frivolous or brought for an improper purpose, the Neutral may reallocate fees and costs to the extent permitted by the rules and procedures of the New Era Platform and applicable law.

For any Dispute that is not subject to arbitration, or if the arbitration agreement is held unenforceable in whole or in part, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California, for the resolution of the Dispute, and waive any objection to that jurisdiction or venue based on inconvenience or otherwise.

Any Dispute must be initiated within one (1) year after the claim arose, to the extent permitted by applicable law. Claims not brought within that period are permanently barred.

If Cleo Care makes any material change to this Dispute Resolution section, other than a change to the address for notices, you may reject the change by sending a written notice of rejection to the address in the Notices section within thirty (30) days after the effective date of the change. In that case, your Account will be subject to the arbitration provisions as in effect immediately before the change you rejected.

If any part of this Dispute Resolution section is found to be invalid or unenforceable, the remaining provisions will remain in effect. If the bar to class actions is found to be invalid or unenforceable with respect to a particular Dispute, that Dispute will be severed and resolved in court in accordance with the Jurisdiction and Venue for Non-Arbitrable Claims section above. This Dispute Resolution section survives termination of these Terms.

These Terms, the Cleo Care Privacy Policy, and any other terms incorporated by reference, constitute the entire and exclusive understanding and agreement between Cleo Care and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Cleo Care and you regarding the Services.

These Terms shall be governed by the laws of the State of California without reference to its conflict of laws provisions.

You may not assign or transfer these Terms, by operation of law or otherwise, without Cleo Care’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Cleo Care may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given: (i) by Cleo Care via email (in each case to the address that you provide); and/or (ii) by posting to the Platform and Website. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Cleo Care electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH CLEO CARE IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE EFFECTIVE UPON THE SENDING OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.

You shall give any notice to Cleo Care by email to: hello@cleocare.co. Notice to Cleo Care shall be effective upon receipt of notice by Cleo Care.

The failure of Cleo Care to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Cleo Care.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding, and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.

“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks trade names, domain names, and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

As between you and us, all right, title, and interest, including all Intellectual Property Rights, in the Services, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Cleo Care or its licensors, vendors, and affiliates, as applicable. All rights not expressly granted are reserved by us. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

Please feel free to contact Us if you have any questions about these Terms and/or any other documents referenced in these Terms. You may contact us at hello@cleocare.co or at our mailing address:

10 E Yanonali St.

Santa Barbara, CA 93101

Questions about this document? Email hello@cleocare.co. See also our Privacy Policy.