Celesta Health maintains the right to revise, update, or otherwise alter these Terms of Use at its discretion at any given time to reflect changes in legal or regulatory requirements, adapt to new technologies or practices, or to improve clarity and user friendliness. The amended Terms of Use will be effective immediately upon posting unless otherwise specified.

Notification of Changes: Celesta Health will endeavor to notify you of any significant changes to the Terms of Use. This notice may be provided through various means, which could include on-site announcements, emails, or notifications through the Services.

Effective Date: The updated Terms of Use become binding from the moment they are published on the Celesta Health website or as otherwise communicated. It is often the case that a “last updated” date is included at the top of the Terms of Use.

Implied Acceptance: By continuing to access or use the Website and Services after changes have been made to the Terms of Use, you are implicitly agreeing to be bound by the revised terms. It is your responsibility to review the Terms of Use periodically to be aware of any changes.

Disagreement with Changes: If you disagree with the updated Terms of Use, you have the option to discontinue using the Services and cancel your registration. The mechanism for cancellation is typically straightforward and user-friendly, provided through a “Contact Us” form or an “Unsubscribe” link in email communications.

Survival of Certain Terms: Certain provisions within the Terms of Use may persist even after your account is terminated. These enduring terms usually pertain to areas such as intellectual property rights, indemnification, limitation of liability, and dispute resolution.

User Responsibility: Users are responsible for keeping themselves informed of any changes to the Terms of Use and understanding how those changes may affect their use of the Services.

Scope of Changes: Changes to the Terms of Use can span from minor linguistic adjustments to major policy overhauls. The changes could potentially affect user rights, obligations, and the overall use of the Services.

Consent for Future Changes: By agreeing to the current Terms of Use, you acknowledge that subsequent changes are part of the evolving nature of Celesta Health’s Services and that you will be subject to those changes as long as you continue to use the Services.

Archival of Previous Terms: For transparency, Celesta Health may also keep an archive of previous versions of the Terms of Use, although this practice can vary.

Legal Implications: This clause also serves to protect Celesta Health legally, ensuring that the company can dynamically adjust its terms to remain compliant with laws, industry standards, and operational requirements.

When you sign up for Celesta Health’s personalized Services, you are required to provide specific personal details that may include your full name, email address, date of birth, gender, telephone numbers, and other information relevant to your user profile (“Profile”). It is your obligation to ensure that the information in your Profile is current, complete, and accurate. Celesta Health relies on you to maintain the integrity of your Profile information and does not independently verify the information provided. Therefore, Celesta Health is not liable for any errors or omissions in your Profile information. By completing the registration process, you give your express consent for Celesta Health to collect, process, and use your personal information as described in our Privacy Policy, which is incorporated into these Terms of Use by reference. The Privacy Policy details how Celesta Health handles, stores, and uses your data, as well as your rights concerning your personal information.

Data Collection during Registration: Celesta Health collects personal information that you provide during the registration process for its Services.

User’s Responsibility for Accuracy: You are responsible for ensuring that your Profile information is accurate and up-to-date.

No Verification by Celesta Health: Celesta Health does not verify the information you provide, implying that the responsibility for any incorrect or outdated information lies with you.

Liability for Information Veracity: The clause clarifies that Celesta Health is not responsible for the truthfulness or completeness of the information you provide.

Consent to Use Information: By registering, you agree to Celesta Health’s use of your personal information in line with the Privacy Policy.

Privacy Policy as Part of Terms: The Privacy Policy is deemed to be part of the Terms of Use and governs the collection, use, and protection of your personal information.

Changes to Profile Information: You are expected to promptly update your information if there are any changes to ensure the continued accuracy of your Profile.

User Rights and Privacy Policy: The clause indirectly references your rights as detailed in the Privacy Policy, which may include the right to access, correct, or delete your personal information.

Implications of Inaccurate Information: The clause suggests that there may be implications for providing inaccurate information, which could affect the use of the Services.

Binding Consent upon Registration: By completing the registration, you are legally bound by the consent you’ve given for data collection and use, underscoring the importance of reading the Privacy Policy.

Celesta Health’s services, including telemedicine, at-home diagnostic testing, health coaching, fitness training, and nutritional assistance, likely involve handling protected health information (PHI). As such, compliance with the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH) is crucial. Here’s a detailed explanation of HIPAA and HITECH in the context of Celesta Health’s services:

HIPAA Compliance

HIPAA sets the standard for protecting sensitive patient data in the United States. Organizations that deal with PHI must have physical, network, and process security measures in place and follow them to ensure HIPAA Compliance.

Protected Health Information (PHI): PHI under HIPAA includes any information in a medical record that can be used to identify an individual, and that was created, used, or disclosed in the course of providing a healthcare service, such as a diagnosis or treatment.

Privacy Rule: Celesta Health must adhere to the Privacy Rule, which establishes national standards for the protection of PHI. This rule requires appropriate safeguards to protect the privacy of PHI and sets limits and conditions on the uses and disclosures that may be made of such information without patient authorization.

Security Rule: The Security Rule specifies a series of administrative, physical, and technical safeguards for Celesta Health to use to assure the confidentiality, integrity, and security of electronic PHI (e-PHI).

Breach Notification Rule: In case of a breach of unsecured PHI, Celesta Health must follow the breach notification provisions required by the HITECH Act and the Omnibus Rule, which includes notifying affected individuals, the Secretary of Health and Human Services (HHS), and in some cases, the media.

Enforcement Rule: The Enforcement Rule contains provisions relating to compliance and investigations, imposition of civil money penalties for violations of the HIPAA Administrative Simplification Rules, and procedures for hearings.

HITECH Compliance

HITECH complements and expands the reach of HIPAA regulations, especially in the realms of enforcement and the electronic transmission of health information.

Electronic Health Records (EHRs): Given Celesta Health’s use of EHRs in telemedicine, it is subject to HITECH’s rules on the electronic transmission of health information. HITECH encourages the use of EHRs and enhances HIPAA by introducing stricter disclosure and accountability requirements.

Strengthened Privacy and Security Protections: HITECH strengthens the civil and criminal enforcement of the HIPAA rules by establishing mandatory federal breach notifications and increasing penalties for health organizations that violate HIPAA Privacy and Security Rules.

Business Associate Agreements (BAAs): Celesta Health must ensure that BAAs are in place with all third-party service providers (business associates) that perform functions or activities involving the use or disclosure of PHI.

Increased Penalties for Non-Compliance: HITECH raises the penalties for health organizations that violate HIPAA Privacy and Security Rules, with fines up to $1.5 million per violation.

Expanded Individual Rights: HITECH expands individuals’ rights to access their health information and restrict certain types of disclosures of PHI to health plans, particularly around services for which the individual has paid out of pocket in full.

As a user of Celesta Health’s Website and Services, you carry the responsibility to use your User Details responsibly and to maintain the confidentiality and security of your account information. You are expected to utilize the Website and Services in a lawful manner, consistent with all applicable federal, state, local, and international laws and regulations. Unauthorized access to or use of the Website and Services, including any form of hacking, password mining, or other means of circumventing user authentication, is strictly prohibited. Additionally, your actions should not infringe on the rights of other users, cause them harm, or interfere with their use of the Website and Services, such as spreading malware or creating unnecessary load on the Services. Furthermore, the content made available on the Website, including but not limited to text, images, and software, is intended for personal, non-commercial use only. You are not permitted to exploit the Website or its content for commercial purposes, such as selling access to the Website or its related services on another website, without prior written consent from Celesta Health.

Account Security: You are responsible for securing your User Details and preventing unauthorized access to your account.

Lawful Use: You must use the Website and Services in compliance with all laws, avoiding activities that are illegal or that violate the rights of others.

Prohibition of Unauthorized Access: Engaging in activities that constitute or facilitate unauthorized access to or use of the Website and Services is forbidden.

Respect for Other Users: Your use of the Website and Services should not disrupt or harm the experience of other users.

Non-Commercial Usage: The content provided by Celesta Health is for your personal use only and should not be used for commercial gain.

Commercial Exploitation: Any attempts to monetize the Website’s content, such as reselling the service or using it to attract traffic to a commercial site, are not allowed without permission.

Integrity of Services: You should not engage in any activity that could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website and Services.

Content Use Restrictions: There are restrictions on how you may use the content from the Website, including copying, modifying, distributing, or creating derivative works without permission.

Compliance with Additional Terms: You are also expected to comply with any additional terms or guidelines that may apply to certain features or content on the Website.

Reporting Misuse: You may have a responsibility to report any unauthorized use of your account or security breaches to Celesta Health.

Commercial use of Website content is strictly forbidden.

Celesta Health reserves the right, at its sole discretion, to modify, enhance, discontinue, temporarily or permanently, any part or all of its Services with or without notice. Changes to the Services may include the addition of new features, substitution of existing Services, or the complete cessation of a Service. Notice of significant changes to Services will be provided on the Celesta Health website or communicated to users through other means deemed appropriate by Celesta Health. In the event a Service is discontinued, Celesta Health will endeavor to provide advance notice to affected users, except in urgent circumstances. Additionally, if you breach any of the Terms of Use, or if there is any misuse of your User Details resulting in unauthorized activities, Celesta Health may terminate your registration and access to the Services immediately and without prior notice. This termination of registration will result in the deactivation or deletion of your Account and the forfeiture and relinquishment of all content within your Account.

Modification of Services: Celesta Health may introduce changes to its Services, which could include adding new functionalities, enhancing current features, or updating software.

Service Discontinuation: The company may cease providing certain Services entirely, which could be based on business decisions, legal requirements, or changes in market needs.

Notice of Changes: While Celesta Health aims to inform users of any significant changes, it is not obligated to provide notice for all changes, especially minor ones that do not substantially affect the Services’ overall functionality.

Advance Notice for Discontinuation: When possible, Celesta Health will provide advance notice of the discontinuation of Services, allowing users to prepare for the change and adjust their usage accordingly.

User Registration Termination: Celesta Health maintains the right to terminate a user’s registration if the Terms of Use are violated, ensuring that the integrity of the Services is maintained.

Misuse of User Details: Any misuse of a user’s account details, such as sharing login credentials or enabling unauthorized access, may lead to immediate termination.

Consequences of Termination: Upon termination, users may lose access to their accounts, as well as any associated data or content.

Deactivation or Deletion of Account: The clause indicates that termination may involve the deactivation or permanent deletion of the user’s account.

Forfeiture of Content: Users should be aware that termination of their account may mean that any content stored or processed through the Services may be irretrievably lost.

Policy on Reinstatement: The clause implies that after termination, reinstatement of the user’s account is not guaranteed and would be at the discretion of Celesta Health.

Celesta Health’s website utilizes cookies to enhance user experience, gather data for analytics, and personalize content and advertising as detailed in our Privacy Policy. By using Celesta Health’s services, you acknowledge and consent to the use of cookies in alignment with the terms outlined in our Privacy Policy. Additionally, the Website may include or offer third-party content, products, services, or links to third-party websites (“Third-Party Materials”). Celesta Health does not control, endorse, or assume responsibility for the content, privacy policies, or practices of any third-party materials. You acknowledge that Celesta Health is 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 materials.

Use of Cookies: This part of the clause informs you that the website uses cookies, which are small data files placed on your device to track usage patterns, user preferences, and facilitate certain technical operations.

Privacy Policy Reference: The clause directs users to the Privacy Policy for detailed information about how cookies are used, what data they collect, and users’ rights concerning cookies.

Consent to Cookies: By continuing to use the website, users give their implied consent to the deployment and use of cookies as per the Privacy Policy.

Third-Party Content: The clause also touches upon the integration of Third-Party Materials on Celesta Health’s website, which may include advertisements, embedded content, or links to other websites.

Absence of Endorsement: Celesta Health clarifies that the presence of Third-Party Materials does not constitute an endorsement of those materials.

Disclaimer of Responsibility: It is stated that Celesta Health is not responsible for any third-party websites or materials, which includes the content’s accuracy, legality, or decency.

Interaction with Third Parties: The clause indicates that any interactions, transactions, or engagements you make with third-party materials are strictly between you and the third party.

Risk Acknowledgment: Users acknowledge that Celesta Health bears no responsibility for any risks or damages that may result from dealings with third-party materials.

Liability Limitation: This part of the clause limits Celesta Health’s liability concerning third-party materials, noting that any claims, concerns, or questions regarding third-party products should be directed to the third party.

Encouragement of Caution: Implicit in this clause is an encouragement for users to exercise caution and read the terms and privacy policies of third-party websites and services before engaging with them.

Certain features, offers, or services provided by Celesta Health, such as clinical trials, special promotions, or premium services, may be subject to additional or separate terms and conditions, which are supplementary to these Terms of Use. By participating in, accessing, or utilizing these specific offerings, you acknowledge and agree to be bound by such additional terms and conditions applicable to those services. In the event of a conflict between these Terms of Use and the additional terms applicable to a specific service or feature, the additional terms will take precedence with respect to your use of or interaction with that feature or service.

Scope of Additional Terms: The clause sets out that certain services or offers may require you to agree to additional terms that are specific to that particular service or offer.

Acknowledgment of Additional Terms: By engaging with the services or offers that have additional terms, you are acknowledging that you have read, understood, and agreed to be legally bound by those terms.

Supplement to General Terms: These additional terms are intended to supplement the general Terms of Use, filling in details or setting specific rules for particular services or offers.

Precedence of Additional Terms: In cases where there might be a discrepancy or conflict between the general Terms of Use and the additional terms, the additional terms will take precedence for the relevant service or offer.

Binding Agreement: Similar to the general Terms of Use, the additional terms constitute a binding agreement between you and Celesta Health.

Access to Additional Terms: The clause implies that Celesta Health will provide access to these additional terms in a manner that is reasonable and accessible, such as through a link or a clear notification, at or before the time you decide to engage with the special service or offer.

Informed Consent: For services like clinical trials, additional terms may include specific details about the nature of the trial, consent procedures, risks, benefits, and data handling procedures.

Changes to Services: The clause suggests that additional terms may be subject to change, and it is your responsibility to stay informed about and in compliance with these changes as long as you are using the service or participating in the offer.

Legal Validity: Additional terms, especially when accepted, are legally valid and enforceable and can influence the nature of the service provided and your use of it.

Compatibility with General Terms: While additional terms will govern the specifics of certain offers or services, they are designed to be compatible with and not wholly divergent from the spirit and intent of the general Terms of Use.

Celesta Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website, Services, and Content strictly in accordance with these Terms of Use. You may access and use the Website, Services, and Content solely for your personal and non-commercial purposes. Any rights not explicitly granted herein are reserved by Celesta Health and its partners. The Website, Services, and Content are protected by intellectual property laws, and any use outside the bounds of these Terms may constitute a violation of these laws and an infringement of our rights or the rights of our partners or licensors.

Limited License: The clause provides you with a limited license to use the Website, Services, and Content, which means you have permission to use them within certain restrictions and only as expressly permitted by the Terms.

Non-Exclusive Nature: The license is non-exclusive, indicating that the same or similar licenses can be granted to other users.

Non-Transferability: You are not allowed to transfer your rights to use the Website, Services, or Content to another person. This means you cannot give or sell your access rights to someone else.

Revocability: The license can be revoked by Celesta Health at any time, especially if you violate the Terms.

Lawful Use: You are required to use the Website, Services, and Content in a lawful manner, which implies compliance with all applicable local, state, national, and international laws and regulations.

Personal and Non-Commercial Use: The clause specifies that the use should be personal, which means you cannot use the Website, Services, or Content for business purposes, commercial gain, or any other form of economic exploitation.

Intellectual Property Protections: It reinforces the fact that the Website, Services, and Content are protected by intellectual property laws and that Celesta Health and its partners have rights under those laws that must be respected.

Prohibited Activities: The clause implies that certain activities are prohibited, such as reproducing, distributing, publicly performing, or publicly displaying the Website, Services, or Content, unless permitted under these Terms.

Compliance with Terms: Your use of the Website, Services, and Content is conditional upon your compliance with the Terms of Use, which may include restrictions on the types of permissible uses.

Reservation of Rights: Celesta Health and its partners reserve all rights not expressly granted to you. The Terms do not transfer any intellectual property rights to you, other than the limited right to use the Website, Services, and Content as specified.

Celesta Health, including its directors, employees, agents, affiliates, partners, or third parties associated with the provision of the Website and Services, shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages that result from, or are in any way connected with, your access to, display of, use of, or performance on the Website, or with the delay or inability to access, display, or use the Website. This includes, but is not limited to, damages for loss of profits, goodwill, data, work stoppage, accuracy of results, or computer failure or malfunction. You acknowledge by your use of the Website that such use is at your sole risk. If you are dissatisfied with the Website, Services, or Content, or with any of the Terms of Use, your sole and exclusive remedy is to discontinue accessing and using the Website.

Scope of Liability: The clause limits Celesta Health’s liability for various types of damages that users might claim to have suffered as a result of using or being unable to use the Website, Services, or Content.

Types of Damages: The limitation covers a range of damages, including both actual and anticipated losses, whether the damages are considered a direct result of Celesta Health’s actions or an indirect consequence.

Exclusion of Certain Damages: By specifying that it will not be liable for incidental, consequential, or punitive damages, Celesta Health is protecting itself against claims for significant financial penalties beyond direct damages.

Remedy for Dissatisfaction: The clause states that if a user is not satisfied with Celesta Health’s Website, Services, or Content, the user’s only recourse is to stop using them.

Risk Acknowledgment: Users acknowledge that they use the Website at their own risk, which serves to inform users that they bear responsibility for their interactions with the Website.

Exclusion of Warranties and Liability: This clause often works in tandem with the disclaimer of warranties to provide a comprehensive limitation of Celesta Health’s liability.

User’s Acceptance of Terms: Implicit in this clause is the understanding that by continuing to use the Website, users are accepting this limitation as part of the Terms of Use.

Jurisdictional Variations: The enforceability of this clause can vary based on local laws, and it may not apply if certain jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages.

Intention of Clause: The primary purpose is to protect Celesta Health from excessive legal claims and financial liability, ensuring the sustainability of the service provided.

Legal Precedent: Such limitations are common in terms of service agreements and are typically enforceable in many jurisdictions, provided they are reasonable and the user has been made aware of them.

Celesta Health does not guarantee or imply any warranties regarding the Website or its Content. All services, information, software, products, tools, and Content provided by the Website are offered without any form of warranty, either express or implied. By using Celesta Health’s services, you acknowledge and agree that such resources are provided “as is” and “as available,” without warranties of any kind, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any other warranty, condition, guarantee, or representation, whether oral, in writing, or in electronic form, including but not limited to the accuracy, reliability, or currency of any information, content, service, or merchandise provided through the Website.

Absence of Warranties: Celesta Health explicitly states that it makes no warranties about the Website and its Content, meaning it does not guarantee the quality, reliability, suitability, or availability of its services.

‘As Is’ and ‘As Available’: The clause specifies that all resources provided by Celesta Health are offered in their current state and based on their availability, without any guarantee that they will meet the user’s needs or expectations.

No Implied Warranties: The disclaimer includes a denial of implied warranties, which are warranties that the law sometimes implies even when they aren’t explicitly stated by the provider.

Non-Infringement: The company specifically disclaims any warranty that the content of the Website does not infringe on the rights of others.

No Merchantability: Celesta Health does not warrant that the services or products provided will be marketable or suitable for a particular purpose.

Exclusion of Oral or Written Representations: The clause excludes any warranties that might be implied from representations or marketing materials, whether they are oral or in writing.

Exclusion of Electronic Communications: Any warranty that could be construed from electronic communications or the electronic nature of the information is also disclaimed.

Limitation on Information Accuracy: The disclaimer informs users that Celesta Health does not warrant the accuracy, completeness, or timeliness of the information available on its Website.

Purpose of Clause: This clause is designed to limit the potential legal liability of Celesta Health for issues that may arise from the use of its Website, ensuring that users do not have unjustified expectations about the standards or quality of the service provided.

When you utilize Celesta Health’s services, you are engaging in electronic communication. By registering for our services, signing up for our newsletters, or otherwise interacting with us through our Website, you hereby give your consent to receive communications from us electronically. This encompasses all forms of communication from Celesta Health, not limited to emails, texts, notifications within our services, or announcements and messages on our Website. Your agreement confirms that all agreements, notices, disclosures, and other types of communication that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in a written hardcopy form.

Consent to Digital Communication: This clause clarifies that by using Celesta Health’s services, you consent to receive communications in an electronic format rather than in paper format.

Types of Electronic Communications: It includes a variety of digital communication methods, such as emails, instant messages, service alerts, or updates that could be sent to your email address or presented within the service itself.

Legal Equivalency: The clause asserts that electronic communications will be considered as legally valid as their written counterparts, meaning that any contracts formed or agreements made electronically are legally binding.

Opt-In and Opt-Out Policy: While not always explicitly stated, these clauses typically come with the understanding that users can often opt-out of certain types of communications as per the privacy policy or user preferences.

Record Keeping: Users are advised, though not always within this clause, to maintain copies of electronic communications for their records, as these may be necessary for future reference or legal purposes.

Notification of Changes: The clause implies that Celesta Health may use electronic communications to inform users of changes to terms, services, or even to issue important disclosures.

Accessibility Requirements: It acknowledges the need for users to have certain technological capabilities to access these communications, such as internet access and the ability to receive emails.

Security and Privacy: The clause is underpinned by an understanding that Celesta Health will manage electronic communications in a manner that respects the privacy and security of the user, as outlined in the Privacy Policy.

The trademarks, service marks, trade names, logos, and brand identifiers including but not limited to Celesta Health, Celesta Care, Celesta Continuum of Care, and Celesta DirectDx (collectively, “Trademarks”) featured on Celesta Health’s Website are registered or unregistered Trademarks of Celesta Health and are protected by trademark laws. These Trademarks identify Celesta Health’s products and services, distinguishing them from those of other entities. Any use of Celesta Health’s Trademarks, or any others displayed on the Website, without prior written authorization from Celesta Health is strictly prohibited.

Trademark Ownership: The clause declares Celesta Health as the owner of the listed Trademarks, affirming legal protections under trademark law.

Protection and Recognition: It acknowledges that the Trademarks are crucial for brand recognition and are legally protected against unauthorized use.

Prohibition Without Permission: This clause makes it clear that any use of these Trademarks without explicit written permission from Celesta Health is forbidden, which includes using the Trademarks in any way that might cause confusion among consumers, or in any manner that disparages or discredits Celesta Health.

Written Authorization Required: It stipulates that written permission is a prerequisite for using the Trademarks, reinforcing the need for formal authorization before any such use.

Scope of Restriction: The prohibition extends to all commercial and public use, including but not limited to use in advertising, promotions, or for the purpose of selling or soliciting goods or services.

Legal Remedies: Unauthorized use of the Trademarks could lead to legal action by Celesta Health to protect its intellectual property rights.

Non-Exclusivity: The clause also implies that other trademarks not owned by Celesta Health but appearing on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Celesta Health.

Enforcement of Rights: Celesta Health maintains the right to enforce its trademark rights to the fullest extent of the law, including seeking injunctive relief and damages for infringement.

Respect for Third-Party Marks: While asserting its own rights, Celesta Health also recognizes the trademark rights of others by stating that all trademarks on its Website belong to their respective owners, which is a standard practice to prevent trademark disputes and respect the rights of third parties.

Celesta Health asserts that all content featured or displayed on its Website, including but not limited to text, graphics, photographs, images, moving images, sound, illustrations, and software (“Content”), is owned by Celesta Health, its licensors, or its content providers, and is protected by copyright, trade secrets, patents, trademarks, and/or other proprietary rights. The use of this content is governed by the terms of these Terms of Use and any other agreements you may enter into with Celesta Health concerning the Content.

Scope of Copyright: This clause specifies the types of material covered under copyright, indicating a broad range of content that is protected.

Ownership and Control: It clearly states that Celesta Health, or the parties from whom it has licensed content, retain ownership over the Content.

Protection Under Law: The clause implies that the Content is protected under relevant intellectual property laws and that any unauthorized use could constitute a breach of those laws.

Usage Restrictions: Users are generally prohibited from copying, reproducing, modifying, or using the Content without explicit permission from Celesta Health or its licensors.

Enforcement of Rights: Celesta Health reserves the right to enforce its copyrights in the event of infringement, which may include seeking damages and/or injunctions to prevent further misuse.

Licensing Agreements: If you have entered into a separate agreement with Celesta Health for the use of any Content, such as a license to use software or a subscription service, that agreement will also govern your use of the Content.

Attribution and Moral Rights: The clause also encompasses moral rights and the requirement of proper attribution where applicable.

Permitted Use: Any permitted uses of the Content will be explicitly outlined by Celesta Health, often within these Terms or through licensing agreements, and may include viewing the Content on the Website, sharing content via social media widgets provided by Celesta Health, or other uses expressly permitted by Celesta Health.

No Transfer of Rights: Merely accessing or using the Website does not transfer any rights to the Content or any copies thereof. All rights not expressly granted are reserved by Celesta Health and its licensors.

User-Generated Content: If the Website allows for user-generated content, there may be additional terms that govern your rights and responsibilities regarding the content you submit.

Celesta Health respects the intellectual property rights of others and expects its users to do the same. It is Celesta Health’s policy to comply with all applicable laws concerning copyright and the protection of intellectual property, including the United States Copyright Act and the Digital Millennium Copyright Act (DMCA). Accordingly, Celesta Health responds to clear notices of alleged copyright infringement that comply with the DMCA’s requirements.

Compliance with Copyright Laws: Celesta Health is dedicated to observing and complying with U.S. copyright laws and specifically the DMCA, which provides a framework for resolving copyright disputes.

Infringement Notifications: Celesta Health has established a system to handle notifications of alleged copyright infringement. These notices must meet the stringent requirements set forth by the DMCA, which typically include a physical or electronic signature, identification of the copyrighted work, identification of the material that is claimed to be infringing, and contact information of the complaining party.

Take-Down Procedures: Under the DMCA, Celesta Health follows a “notice and takedown” process, which provides a mechanism for copyright owners to request the removal of content they claim is infringing upon their copyrights.

Counter-Notices: The DMCA also provides the opportunity for users who believe that content was wrongly removed due to a mistake or misidentification to submit a counter-notice. Celesta Health has procedures in place to address such counter-notices.

Designated Agent: Celesta Health has appointed a Designated Agent to receive DMCA notices and counter-notices. The contact information for this agent is typically provided in the Terms of Use or on the company’s website.

Repeat Infringer Policy: As part of adhering to the DMCA, Celesta Health maintains a policy regarding the termination of repeat infringers in appropriate circumstances.

Safe Harbor Provisions: Celesta Health seeks to fall within the “safe harbor” provisions of the DMCA, which offer protection to service providers from liability for infringing activities of third parties, provided they comply with the procedures of the DMCA.

Educating Users: By including a DMCA clause, Celesta Health also aims to educate users about their rights and responsibilities under copyright law, helping to prevent unintentional infringement.

By agreeing to these Terms of Use, you acknowledge that this document, together with any ancillary legal notices, addendums, and policies that are publicly available and referenced herein, including but not limited to the Privacy Policy, Cookie Policy, and any End User License Agreements (EULAs) associated with services provided by Celesta Health, represent the complete and exclusive statement of the agreement between you and Celesta Health. This agreement supersedes any proposal or prior agreement, oral or written, and any other communications between you and Celesta Health relating to the subject matter of these Terms.

Comprehensiveness: The clause emphasizes that the agreement is comprehensive and includes all terms, conditions, and policies governing the use of Celesta Health’s services.

Exclusivity: It specifies that the Terms of Use are the exclusive parameters of the agreement, meaning that they override any other informal or pre-existing understandings or agreements, whether written or oral, between the parties concerning the use of the Celesta Health website.

Integration: Often referred to as an “integration” or “merger” clause, it serves to consolidate the agreement, ensuring that all negotiations and understandings are encapsulated within the Terms of Use and associated documents.

Superseding Previous Agreements: This clause clarifies that in the event of any discrepancies between previous agreements and the current Terms of Use, the latter takes precedence.

Finality: The clause is meant to convey the finality of the agreement, indicating that the Terms of Use are the definitive and binding arrangement between the parties.

Clarification of Written Terms: It highlights that only the written terms contained within the agreement and its referenced policies are binding. It eliminates the possibility of being bound by any other separate agreements, promises, or discussions.

Prevention of Future Misunderstandings: By stating that the Terms of Use constitute the whole agreement, it seeks to prevent future misunderstandings or the assertion that there were other oral or written promises made that could alter the terms of the written contract.

Legal Enforcement: In a legal context, the entire agreement clause is a critical component for enforcing the contract. It provides a clear reference for the court or arbitrators to determine the intentions of the parties and the scope of their agreement.

Within these Terms of Use, you acknowledge and agree that Celesta Health retains the right to transfer or assign the rights and obligations under this agreement to another entity without restriction, particularly in the case of a merger, corporate reorganization, acquisition, sale of all or substantially all of its assets, or other similar transaction. This means that if Celesta Health is involved in a merger or sale, the new entity would assume all rights and responsibilities outlined in this agreement, and Celesta Health would be released from any future obligations.

Transfer of Rights and Obligations: The clause explicitly states that Celesta Health can transfer the rights and obligations under the Terms of Use to another entity, ensuring continuity of service and contractual obligations even after such a corporate event.

Conditions for Assignment: The clause typically becomes operative when there is a significant corporate transaction, such as a merger or sale of the company, indicating that your agreement with Celesta Health can be part of the assets transferred in these situations.

Notification of Assignment: While not always explicitly stated in the clause, generally, users would be notified of any assignment or transfer of the agreement, often via email or a public announcement on the Website.

User’s Lack of Assignment Rights: Usually, the assignment clause does not confer the same right to the user. You, as the user, would not be permitted to transfer your rights or obligations under the Terms of Use to another party without the express consent of Celesta Health.

Impact on Users: For users, this means that the entity with which you originally agreed to the Terms of Use may change, and your continued use of the Website signifies your agreement to be bound by the Terms under the new ownership.

Continuation of Terms: The new entity that assumes the agreement would continue to be bound by the Terms of Use as they are, unless and until they decide to change them according to the procedures set out in the Terms.

Legal Effectiveness: This clause ensures the legal effectiveness of the Terms of Use and related agreements in the case of significant corporate changes, providing stability and predictability for both Celesta Health and its users.

Successors and Assigns: The clause ensures that the Terms of Use cover all successors and permitted assigns of Celesta Health, thus preserving the rights and obligations set forth in the agreement for the future.

By agreeing to these Terms of Use, you undertake to hold Celesta Health, its affiliates, officers, agents, and employees harmless and indemnify them from any claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) that may arise from or relate to your use of the Website, your breach of these Terms, or your conduct or actions. You are agreeing that Celesta Health will not be responsible for any of your actions or omissions that result in legal claims or costs.

In-Depth Explanation

Scope of Indemnification: This clause extends to cover a variety of potential legal and financial liabilities, including but not limited to litigation costs, that Celesta Health might incur due to your actions or usage of the Website.

Protection for Celesta Health: The primary purpose of this clause is to protect Celesta Health from any adverse legal or financial consequences that could arise from your behavior or use of the Website.

Coverage of Costs: Indemnification not only covers potential damages awarded against Celesta Health but also encompasses the costs associated with defending against a claim, such as attorney’s fees and court costs.

Actions Subject to Indemnification: The actions that may trigger indemnification include, but are not limited to, violations of the Terms of Use, infringement of intellectual property, defamation, and any other misconduct on the Website.

Procedure for Indemnification: Typically, if a third party makes a claim against Celesta Health that falls under the scope of the indemnification clause, Celesta Health would notify you of the claim. You would then be responsible for the defense of the claim, including all costs.

Reasonable Efforts: You may be required to make reasonable efforts to prevent any losses or damages from occurring in the first place, which is part of your responsibility under this clause.

Limitation of Liability: While this clause requires you to protect Celesta Health from claims, it is usually designed to be proportional to the extent of your culpability and not to impose undue burdens beyond what is reasonable and within the scope of your relationship with Celesta Health.

Legal Precedent and Common Practice: Indemnification is a common clause in terms of service agreements, intended to shield the service provider from the cost of legal disputes arising from a user’s misuse.

By agreeing to this indemnification clause, you are not only agreeing to reimburse Celesta Health for any damages they pay to third parties because of your actions, but also for the reasonable costs that Celesta Health incurs in defending itself against claims—including settlements and judgments. This clause is a risk allocation provision that acts as a form of insurance for Celesta Health against the costs of legal claims related to your use of the Website.

This Terms of Use agreement, including (without limitation) its interpretation, formation, performance, and enforcement, falls under the jurisdiction of the laws of the State of Florida, United States of America. This stipulation means that the laws of the State of Florida will be used as the legal standard for resolving any claims or disputes that arise from or concern the Terms of Use, regardless of any conflict of law principles.

Jurisdictional Authority: This clause declares that the laws of the State of Florida have exclusive authority over any legal matters pertaining to the Terms of Use for Celesta Health.

Uniformity in Legal Proceedings: By specifying the governing law, Celesta Health ensures that there is a consistent and predictable framework for interpreting the Terms, which helps avoid legal ambiguities that could arise from using multiple jurisdictions’ laws.

Choice of Law: It establishes a “choice of law” provision that preempts the application of any other state or country’s laws that might otherwise govern the contract by default.

Conflict of Laws: The clause explicitly sets aside the conflict of law principles which could cause the application of another jurisdiction’s laws, emphasizing the intent to use Florida law exclusively.

Legal Predictability for Users: For users, this clause means that they can anticipate that any legal action taken by or against Celesta Health in relation to the Terms of Use will be conducted within the legal context of Florida’s laws.

Dispute Resolution: The governing law is crucial for resolving disputes because it determines the legal principles that will be applied, the rights and obligations of the parties, and the legal remedies available.

Interstate and International Considerations: For users who may be accessing the services from other states or countries, this clause communicates that they are agreeing to the application of Florida law when they enter into the agreement with Celesta Health.

Enforceability Across Jurisdictions: While the laws of Florida govern the Terms, it’s important to note that the enforceability of these Terms may still need to be recognized by other jurisdictions if legal actions involve parties outside Florida.

By clearly defining the governing law, Celesta Health provides a legal framework for both the company and its users to operate within, ensuring clarity and setting expectations for where and how legal issues will be resolved.

Should any provision of these Terms of Use be determined by a court of competent jurisdiction to be unlawful, void, or unenforceable for any reason, such provision shall be modified to the extent necessary to make it lawful, valid, and enforceable while staying as close as possible to the original intent of the provision. If such modification is not possible or allowed, the provision shall be severed from these Terms of Use, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Legal Integrity of Terms: The clause preserves the integrity of the Terms of Use by allowing the remainder of the document to stand even if part of it is legally invalidated.

Preservation of Intent: If a specific provision is deemed unenforceable, efforts will be made to revise that provision in a way that reflects the original intent while complying with applicable laws, thus maintaining the purpose of the clause to the greatest extent possible.

Autonomy of Provisions: This clause acknowledges that each provision within the Terms of Use is autonomous and that the unenforceability of one provision does not negate the enforceability of the rest.

Remediation and Modification: In cases where a provision is unenforceable, the clause allows for the modification of that provision to the extent necessary to make it enforceable, indicating a preference for remediation over outright removal.

Severance of Unenforceable Parts: If a provision cannot be modified to become enforceable, it will be excised from the Terms of Use. This severance is surgical, meaning it removes the minimal amount necessary to maintain the overall enforceability of the Terms.

Court Interpretation and Modification: The clause anticipates judicial interpretation and provides the courts with the ability to modify the Terms to preserve their enforceability, which is a standard practice in contract law to respect the parties’ agreement as much as possible.

Impact on Users: Users should understand that the invalidity of one provision does not grant them the right to disregard the remaining Terms. The rest of the Terms continue to be in full effect and binding.

Legal Precedents and Principles: The severability clause is rooted in the principle that contracts and legal documents should, as far as possible, be upheld and given effect to. It represents a common provision in legal documents that aims to ensure the document remains operational to the fullest extent allowed by law.

By including a detailed severability clause in the Terms of Use, Celesta Health ensures that the document remains effective and that the other provisions will continue to govern the relationship between Celesta Health and its users, despite any legal challenges that may arise against individual sections of the Terms.

The failure of Celesta Health to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This means that if Celesta Health does not immediately take action against any breach or violation of these Terms by you or others, it does not mean that Celesta Health relinquishes any rights that it may have to enforce these Terms in the future.

Non-Waiver of Future Enforcement: This clause clarifies that just because Celesta Health may not immediately enforce any part of these Terms, it does not mean that Celesta Health cannot or will not enforce that part in the future. Inaction at any given time should not be interpreted as a permanent relinquishment of Celesta Health’s right to enforce such part.

Consistency of Enforcement: The clause underscores that consistent enforcement of the Terms is not required for the Terms to remain effective and enforceable. Celesta Health has the discretion to enforce the Terms at any time, and the manner of enforcement is at the sole discretion of Celesta Health.

Written Waiver for Exception: If Celesta Health chooses to waive any specific part of these Terms, that waiver must be in writing to be valid. An oral agreement or an implied understanding based on past conduct will not be considered a binding waiver.

Specificity of Waiver: Any waiver granted by Celesta Health will be specific to the circumstance and will not serve as a waiver for any future circumstances. For instance, if Celesta Health waives the breach of a term on one occasion, it does not prevent Celesta Health from taking action on any subsequent breach of the same or a different term.

No General Waivers: The waiver clause ensures that there are no general waivers. Each enforcement decision is specific and discrete, and it does not open the door to a general waiver of the Terms’ enforceability.

Cumulative Rights: All rights and remedies provided to Celesta Health under these Terms, by law, or otherwise, are cumulative and not exclusive of any other rights or remedies that may be available to Celesta Health. Non-enforcement of any part of these Terms does not preclude Celesta Health from pursuing other remedies for breach or enforcement of the rest of the Terms.

Implications for Users: Users should understand that they cannot rely on Celesta Health’s past inaction regarding any breach as a defense in future actions related to enforcement of the Terms.

Legal Precedents and Principles: The waiver clause is grounded in legal principles that prevent parties from asserting that rights have been relinquished if there is no clear, affirmative action that indicates an intention to waive such rights.