Terms of Use

These Terms of Use (the "Terms" or "Terms of Use") describe the rules that apply to Lecella Distribution websites and mobile applications. These rules are designed to protect you, us, and other users of our websites and apps (collectively, our "Services"). By accessing, downloading, using, or browsing our services, you acknowledge and agree to be bound by the version of these terms in place when you use our services. Any use of our services that is inconsistent with these Terms is deemed unauthorized access.

MODIFICATION OF THESE TERMS OF USE

We reserve the right to make changes to these Terms at any time, and will post an updated version here. Please check back from time to time to ensure you are aware of any updates or changes.

LIMITED RIGHT TO USE

In exchange for your agreement to these Terms and payment of any applicable fees, Lecella Distribution grants you a limited, non-exclusive, personal, revocable right and license to download, access, and use the functionality of our services. The rights to download and use the services are licensed to you and are not being sold to you. You have no rights in the services other than to use them in accordance with these terms. We reserve the right to terminate your access to our Services at any time and for any or no reason. You may not remove or alter any notices found on our services, distribute, make derivative works of, reverse engineer, decompile, or disassemble the services. You may not access the services for the purpose of building a similar or competitive service, website, or app. You may not use any web crawler, robot, spider, or other automated method to retrieve, data mine, scrape, or otherwise gather information or content available through the services.

You may display and download a single copy of our services onto a single device. You may not copy, reproduce, print, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Services, or any content, products, or services obtained through them.

ELIGIBILITY TO USE OUR SERVICES

You must be 18 years of age to access or use our services or to create an account with us. You represent and warrant that (1) you are not a citizen of or located in a country or region that is targeted for comprehensive trade sanctions by the U.S. Government, (2) you will not access or use our services from such a country or region, and (3) you are not designated on the U.S. Treasury's Specially Designated Nationals or Blocked Persons List or otherwise a person who is barred from doing business with U.S. persons or from receiving exports of goods or services from the U.S.

Additional Terms for Accountholders. Upon acceptance of your account registration, we will provide you with a limited, revocable, non-exclusive license to use the user ID provided to you and the password provided to you or that you select for your account. You may not share your account with any other person. If you register with us or create an account, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your device and for all activity under your account. You must immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but you will remain responsible for any unauthorized use thereafter. You agree not to sell, transfer, or assign your account or any account rights. Your account may be terminated if you or anyone else uses it in violation of this agreement or any usage policies that may be posted on the services, which policies are hereby made part of this agreement. We may deactivate accounts that are inactive and reject any application for an account for any reason.

USING OUR SERVICES

You may not use the services in any manner that could disable, overburden, or impair any Lecella Distribution server, or interfere with any other person's use and enjoyment of the services, other computer systems, or networks connected to any Lecella Distribution server or to the services, through hacking, password mining, or any other means. You agree that you will not use the services to send unsolicited advertising, promotional material, or other forms of solicitation to other users, except in specified areas, if any, that are specifically designated for such a purpose. You may use our services only as permitted by law, including local, state, federal, or international laws or regulations. We may suspend or stop providing our services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Access to the services may be denied or limited by Lecella Distribution, or be unavailable, interrupted, and/or discontinued from time to time due to system difficulties or otherwise, or at Lecella Distribution's discretion, and Lecella Distribution shall have no liability for such occurrences.

PURCHASES

You agree that any order to purchase products and/or services from Lecella Distribution placed using the services constitutes a binding offer to purchase, which Lecella Distribution may accept or reject. Lecella Distribution reserves the right to limit the order quantity on any item and/or refuse service to any customer and may require verification of information before the acceptance of any order.

OWNERSHIP, TRADEMARK, AND COPYRIGHT

You agree and acknowledge that Lecella Distribution owns all rights, title and interest in the services, as well as all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design and organization of the services, and the compilation of the content, code, data and materials on the services, including all intellectual property and proprietary rights. The services are protected by copyright, trademark, and other laws of the United States. Any unauthorized use of material on the services may violate such laws. No links may be established to any part of the services, and no information on the services may be framed without our prior written approval. The trademarks, logos, and service marks used and displayed on the services (collectively, the "Marks") are registered and unregistered trademarks of, and owned by, Lecella Distribution or other owners that have granted Lecella Distribution the right and license to use such marks. For clarity, there may be instances where trademark symbols are omitted for creative reasons, which do not impact the validity or enforceability of these marks. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit the marks or any of the content of our services, in whole or in part. No copying, redistribution, retransmission, publication, or commercial exploitation of the marks or other material without the express permission of Lecella Distribution or the copyright owner is permitted.

CONTENT YOU SUBMIT

You grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, modify, publicly perform, transmit, publish, broadcast, translate, make derivative works of, import and export, and otherwise use and exploit in any manner whatsoever, all or any portion of any material or information you post or submit to us (on or via the services, or by means other than the services, including without limitation via our social media pages and accounts such as Facebook, Twitter, and LinkedIn) ("Submissions"), and derivative works thereof, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same, all without any obligation to you.

You agree to allow us to use your submissions without any reference or attribution to you. You also irrevocably consent to our use and association of your name (and, if part of a submission, your likeness) in connection with your submissions and derivative works thereof, at our sole discretion. Except where specifically prohibited by applicable law, you hereby waive any moral rights (including attribution and integrity) that you may have in any submissions, even if a submission is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. In addition, we and our successors, assigns, and licensees retain all of the rights held by members of the general public about your submissions. Our receipt of your submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your submissions.

You represent and warrant that you: (i) have the right to transmit, distribute, replicate, and post any submission you submit, (ii) you are the copyright owner or have the copyright owner's permission required to grant the rights to the submission described in these terms, (iii) you hold the rights necessary to grant the licenses described herein, (iv) you have obtained the express consent of each person, if any, depicted in the submission, (v) if any people pictured or mentioned are minors, you have obtained the express permission of their parents/guardians to have their image and/or name used by us, and (vi) your submission, and our use of that submission as permitted under these terms, do not and will not violate, misappropriate or infringe any intellectual property rights, publicity rights or other proprietary rights of any third party.

PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

If you are a copyright owner who believes in good faith that materials hosted by us, including user submissions, infringe your copyright, please provide the information requested below (including paragraph numbers) in the order requested:

1. A clear identification of the copyrighted work you claim was infringed.

2. A clear identification of the material you claim is infringing the copyrighted work, and information that will allow us to locate that material on our services, such as a link to the infringing material.

3. Your contact information so that we can reply to your complaint, preferably including an email address and telephone number.

4. Include the following statement: "I have a good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law."

5. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed."

6. Your physical or electronic signature.

The notice must be signed by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

It is our policy to respond expeditiously when we receive a clear and complete notice of alleged copyright infringement that complies with the Digital Millennium Copyright Act (the "DMCA"). If we receive proper notification of claimed copyright infringement, we will remove or disable access to material claimed to be the subject of infringing activity in accordance with the DMCA, and in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.

SERVICE AND CONTENT USE RESTRICTIONS

You agree that you will not: (i) use the services for any commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any Lecella Distribution intellectual property; (iii) engage in any activities through or in connection with the services that seek to attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Lecella Distribution; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the services by any means whatsoever or modify any services source or object code or any software or other products, services, or processes accessible through any portion of the service; (v) engage in any activity that interferes with a user's access to the services or the proper operation of the services, or otherwise causes harm to the services, Lecella Distribution, or other users of the service; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the services or any feature that restricts or enforces limitations on use of or access to the services; (vii) harvest or otherwise collect or store any information about other users of the services without the express consent of such users; (viii) attempt to gain unauthorized access to the services, other computer systems or networks connected to the services, through password mining or any other means; or (ix) otherwise violate these terms.

Content Use Restrictions. You also agree that, in using the services, you: (i) will not monitor, gather, copy, or distribute the content (except as may be a result of standard search engine activity or use of a standard browser) on the services by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) will not make any modifications to such content (other than to the extent of your specifically permitted use of the Lecella Distribution licensed elements, if applicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these terms or with the prior written consent of an officer of Lecella Distribution or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the services.

PRIVACY

Your privacy is important to us. Please review our Privacy Policy, which is also incorporated into these terms by reference.

AVAILABILITY OF THE SERVICES

While we use commercially reasonable efforts to keep our services accessible, they may be unavailable from time to time for indefinite amounts of time and for any reason, including, without limitation, routine maintenance. Additionally, many features of the services require a cellular data connection or an internet connection. Lecella Distribution is not responsible for any coverage or connectivity issues you may experience, or any charges, data rates, or other fees incurred for cellular service, internet connection, etc.

ACCURACY OF INFORMATION

Although we strive for accuracy in all elements of our services, there may be errors, inaccuracies, or omissions. Please use your best judgment when using our services. Lecella Distribution is not responsible for your interpretation or reliance on any information or content found on the services, and makes no representations about the accuracy, reliability, completeness, or timeliness of the services. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or services on our services at any time without prior notice.

All prices displayed on our services are quoted in U.S. dollars and are valid in the continental United States only. We reserve the right, without prior notice, to discontinue or change specifications for our products or services at any time.

SWEEPSTAKES, CONTESTS, PROMOTIONS, AND SURVEYS

From time to time, Lecella Distribution may conduct contests, sweepstakes, raffles, surveys, games, or other similar promotions. Each contest or promotion may have additional terms and/or rules that will apply in addition to these terms. Please review the applicable rules as well as our Privacy Policy prior to participating. If the promotion rules conflict with these terms, the promotion rules will govern.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. LECELLA DISTRIBUTION AND ITS DIRECT AND INDIRECT PARENTS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "LECELLA DISTRIBUTION PARTIES") HEREBY DISCLAIM AND MAKE NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE SERVICES OR LECELLA DISTRIBUTION PRODUCTS OR SERVICES, EXCEPT AS SET FORTH BELOW.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE LECELLA DISTRIBUTION PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUSES.

NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT: (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY THE LECELLA DISTRIBUTION PARTIES OR THEIR SUPPLIERS ABOUT A PHYSICAL PRODUCT SOLD BY LECELLA DISTRIBUTION PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) LECELLA DISTRIBUTION PARTIES' LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY LECELLA DISTRIBUTION PARTIES TO THE EXTENT NOT WAIVABLE OR WHERE SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST LECELLA DISTRIBUTION THAT IS NOT WAIVABLE OR THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

LIMITATION OF OUR LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LECELLA DISTRIBUTION PARTIES OR ANY OF THEIR EMPLOYEES, AGENTS, PARTNERS, SERVICE PROVIDERS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, ARISING OUT OF THE CONTENT AND OTHER INFORMATION CONTAINED THEREIN OR IN THESE TERMS OF USE, OR YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, OR ANY CONTENT OBTAINED FROM THE SERVICES, EVEN IF THE LECELLA DISTRIBUTION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE LECELLA DISTRIBUTION PARTIES' TOTAL LIABILITY EXCEED, IN THE AGGREGATE FOR ALL CLAIMS SUBJECT TO THESE TERMS OF USE, AN AMOUNT THAT IS THE LESSER OF TWO HUNDRED AND FIFTY DOLLARS (USD $0.001) OR THE AMOUNT THAT YOU HAVE PAID US IN THE LAST YEAR FOR ACCESS TO OUR SERVICES.

YOU ACKNOWLEDGE THAT LECELLA DISTRIBUTION WOULD NOT PROVIDE ACCESS TO ITS SERVICES IF NOT FOR THE FOREGOING LIMITATIONS, AND THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THE TERMS OF USE. THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

GENERAL PROVISIONS

Services Not Intended for International Use. Lecella Distribution controls and operates the services from the U.S.A., and makes no representation that the services are appropriate or available for use beyond the U.S.A. If you use the services from other locations, you are doing so on your own initiative, at your own risk, and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content.

No Waiver. No delay or failure by Lecella Distribution to enforce any provision in these terms of use shall constitute a waiver of any of Lecella Distribution's rights. Neither the receipt of any funds by Lecella Distribution nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these terms of use. Only a specific, written waiver signed by an authorized representative of Lecella Distribution shall have any legal effect.

Investigations; Cooperation with Law Enforcement; Termination; Survival. Except where specifically prohibited by applicable law, Lecella Distribution reserves the right, without limitation, to: (i) investigate any suspected breaches of the security of its services and information technology or other systems or networks, (ii) investigate any suspected breaches of these terms, (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (iv) pursue legal claims against violators of these terms, and (vi) discontinue the services, in whole or in part, or, suspend or terminate your access to the services, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Lecella Distribution under these terms. Upon suspension or termination of your access to the services, or upon notice from Lecella Distribution, all rights granted to you under these terms will cease immediately, and you agree that you will immediately discontinue use of the services. The provisions of these terms, which by their nature should survive your suspension or termination, will survive, including the rights and licenses you grant to Lecella Distribution, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding dispute resolution.

Assignment. Lecella Distribution may assign its rights and obligations under these terms, in whole or in part, to any party at any time without any notice. These terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Lecella Distribution.