Terms and Conditions

1. Introduction

Welcome to Cell Wellbeing! Thank you for visiting our website, www.cell-wellbeing.com and https://business.cell-wellbeing.com/ (collectively, the “Website”) which are governed by the following Terms and Condition (this “Agreement”) The purpose of this Agreement is to sets out rights and obligations and other necessary matters between “You”, “Your” or “User” shall refer to any natural or legal person and Cell Wellbeing Ltd, the Website  , and its subsidiaries (“Cell Wellbeing”) in connection to the usage of this Website. By accessing to this Website, you hereby agree to be bound by this Agreement, thus please read them carefully. As used in this Agreement, the terms “Cell Wellbeing”, “Us”, “Our” or “We”, hereby refer to the Cell Wellbeing and its subsidiaries.

1. Definition

In this Agreement unless the context otherwise requires:

1. Amendments/Variation of the Agreement

Notwithstanding any clause stated herein, we reserve the right and at our absolute discretion to add, change, discontinue, remove, or suspend any content, including, without limitation, all audio, video, images, graphics, software, data and information (the “Content”), posted on the Website, including features and specifications of products described or depicted on the Website, temporarily or permanently from time to time without any prior notice to you. We further reserve our rights to update this Agreement from time to time without prior notice to you. You are responsible to review these terms and condition periodically for any updates or changes. Your continuance usage of this Website following the changes will indicate that you have and will accept and agree to the subsequent revised terms.

1. Customer Registration and Account

4.1          Customers of Cell Wellbeing may register a personal account for the use of the Website. Upon registering an account on the Website, you will have to create a login name and a password. Your account is for your sole use and you may not authorize others to use your account without our prior consent.

4.2          You agree and warrant that the information you provided in your account as required in the registration process is current, complete and accurate. You shall be solely responsible in maintaining the confidentially of your ID, Password and other personal information safe and secure. In addition, you must notify us immediately of any unauthorized use of your account. We shall not be held responsible and/or liable, directly or indirectly in whatsoever way for any loss or damage imposed as a result with your failure to comply with this clause.

4.3          We reserve our absolute right to suspend or terminate your account or suspend you of any future use of the Website and/or Services in any capacity at any time, where we have reasonable ground to believe that: (i) your use of the Website and/or Services does not comply with this Agreement or any applicable legislation or regulation; or (ii) the information you provided for registration of your account is not true or accurate; or (iii) your account is being used by third party without our consent.

4.4          We shall not be liable or be responsible in any manner whatsoever for the deletion of any data contained in your account.

1. Terms of Usage

5.1   The S-Drive and the Services

        a) You hereby agree and acknowledge that you shall only be permitted to use both the S-Drive and Services in the country registered with Cell Wellbeing during your purchase of the S-Drive. Out of country usage is prohibited unless with Cell Wellbeing’s prior consent. Any out of country usage shall trigger Cell Wellbeing’s system and a territory violation email will be sent to you requesting you to seek for Cell Wellbeing’s consent to such usage. In the event you have failed to seek for approval within twenty-four (24) hours from the time as stipulated in the email, your S-Drive shall be blocked accordingly. You can notify us on your intended out of territory use in your User Dashboard > Territory page. Concurrently with the change of your Territory in the Territory page, you must accept the terms and conditions as set out in the said page.

        b) Concurrently with the usage of the S-Drive and Services, you hereby agree and acknowledge that prior to the registration of your personal account, you have been given clear instructions on the correct regime on the operation of the S-Drive and Services (“Operator User Instructions”), and that you have further agreed and acknowledged that you shall, at all times throughout the validity of your personal account, abide to the Operator User Instructions. Failure on your part to abide to the Operator User Instructions shall entitle Cell Wellbeing to terminate your account at any time at its sole absolute discretion.

        c) By logging-in your personal account, you may gain instant access to our products, Reports, licenses and services and our online Help and Support Centre and our user dashboards (the “Services”). As a condition of using the Service, you are responsible for all charges associated with your use of the Service as notified in your account and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. All charges are based on Cell Wellbeing’s measurements of your use of the Service and such measurements shall be final and binding on you. To the fullest extent permissible by law, you hereby agree to waive all your rights to claim against us for any disputed charges in respect of your use of the Service (the “Disputed Charges”). You may issue a written notice to us to dispute the Disputed Charges (the “Dispute”) within 14 calendar days of the date on which the charges are notified in your account and we will investigate as to the authenticity of the Dispute. If we discover that the Dispute has merits, your charges will be adjusted accordingly and Cell Wellbeing shall reserve the right of final decision regarding the merits of the dispute and its decision shall be binding.

5.2    The BIP and Services

         a) You hereby agree that your usage of the Bio Information Processor (“BIP”) and Services provided by our Company is in conformity of the rules and regulations stipulated by your country’s authorities. It is your responsibility to ensure that you are permitted and/or has obtained the permission from your local authorities to use our BIP and Services at all times. In furtherance, you hereby agree and acknowledge that you shall only be permitted to use both the BIP and Services in the country registered with Cell Wellbeing during your purchase of the BIP. Out of country usage is prohibited unless with Cell Wellbeing’s prior consent. Any out of country usage shall trigger Cell Wellbeing’s system and a territory violation pop-up will be sent to you requesting you to seek for Cell Wellbeing’s consent to such usage. In the event you have failed to seek for approval within twenty-four (24) hours from the time as stipulated in the email, your BIP shall be blocked accordingly. Concurrently with the change of your Territory in the Territory page, you must accept the terms and conditions as set out in the said page.

         b) Concurrently with the usage of the BIP and Services, you hereby agree and acknowledge that prior to the registration of your personal account, you have been given clear instructions and manuals on the correct regime on the operation of the BIP and Services (“BIP Operator User Instructions”), and that you have further agreed and acknowledged that you shall, at all times throughout the validity of your personal account, abide to the BIP Operator User Instruction. You further undertake to only use the specimens collected via Postal Kits with the BIP and that the specimen shall not in any circumstances be tested using the S-Drive. Failure on your part to abide to the BIP Operator User Instructions shall entitle Cell Wellbeing to terminate your account at any time at its sole absolute discretion.

         c) In additional thereto, you hereby agree, warrant and represent that you will be fully responsible in getting your client’s consent and agreement to be abide by our Privacy Policy.

5.3   By logging-in your personal account, you may gain instant access to our Services. As a condition of using the Service, you are responsible for all charges associated with your use of the Service as notified in your account and you agree to pay all such charges, including but not limited to any state, country, government applicable taxes in your country/region, at the rates effective at the time they are incurred.

5.4   All charges are based on Cell Wellbeing’s measurements of your use of the Service and such measurements shall be final and binding on you. To the fullest extent permissible by law, you hereby agree to waive all your rights to claim against us for any disputed charges in respect of your use of the Service (the “Disputed Charges”). You may issue a written notice to us to dispute the Disputed Charges (the “Dispute”) within 14 calendar days of the date on which the charges are notified in your account and we will investigate as to the authenticity of the Dispute. If we discover that the Dispute has merits, your charges will be adjusted accordingly and Cell Wellbeing shall reserve the right of final decision regarding the merits of the dispute and its decision shall be binding.

1. Payment Terms

All payments for license fees and pre-paid monthly S-Drive Reports comprise of a minimum initial upfront payment and a further number of additional monthly payments made by recurring credit card transactions or bank direct debit payments, amounts of which shall vary according to the particular orders placed and purchased by you. Payments will be made to the payments processor designated by Cell Wellbeing at the time of purchase. If your payment of the charges is refused or rejected, we reserve the right to suspend, terminate or limit your access to the Service. We may change the rates of the charges for the use of the Service from time to time without notice to you and your use of the Service constitutes acceptance of such change. All Cell Wellbeing’s invoices are issued on an Errors and Omissions Excepted basis.

1. Refunds/Returns

7.1          S-Drives and/or the BIP may be returned at your own costs to Cell Wellbeing or a nominated agent within the first 28 calendar days of the commencement of your license period in order to cancel your order and close your online account. You are required to return in their original and merchantable condition the undamaged S-Drives and/or BIP, in its original case, together with any accessories as originally supplied. This includes any promotional material or FREE of charge goods which were supplied together with the S-Drives and/or BIP. Subject to the satisfactory return of the S-Drives and/or BIP ‘and accessories/goods, you will receive a full refund of your license fees, less, any shipping charges, or other costs associated with the closing of your account. Payments for the return of S-Drives and/or BIP ‘and the closing of accounts will be made within 21 working days of the date of return. The return of S-Drives’ beyond the initial 28-day return period does not entitle the user to any refund of the license fee paid, Cell Wellbeing reserves the right of final decision on whether the S-Drives and/or BIP and accessories are satisfactorily returned and its decision shall be binding.

7.2          Any S-Drives and/or BIP that has been tampered with, in any way or form, will not qualify for any refund. Professional opinion will be sought by Cell Wellbeing should the tampering be evidence of the S-Drives and/or BIP casing being opened/drilled/or in any way its integrity breached. Legal proceedings will be brought by Cell Wellbeing against the registered user of the particular S-Drives and/or BIP, for infringement of copyright and IP, and substantial damages will be sought by Cell Wellbeing against the registered user of the particular S-Drives and/or BIP.

1. Closing of Accounts

Subject to the successful closing of your account by returning your S-Drives and/or BIP to Cell Wellbeing or a nominated agent, you will be refunded any outstanding S-Drives and/or BIP Report credits in your user account. The closing account credit balance recorded in your online user account will be used to calculate the total value of return due to you and will be paid within 21 [working] days of the closing of your online account. Where the S-Drives and/or BIP is returned in an unsatisfactory state (our decision on the S-Drives and/or BIP’s condition is final and binding) or any fees are incurred during the closing of your account, these will be deducted from any final amount due and paid to you. Any deductions will be showing your final account statement which will be emailed to you upon the closing of your account.

1. Damaged S-Drives/or BIP

Where an S-Drives and/or BIP is damaged and such damage is caused while in transit to you from Cell Wellbeing, the damaged S-Drives and/or BIP will be replaced free of charge. Notification of the damage must be reported within 48 hours of receipt of the S-Drives and/or BIP (times are taken from the courier’s tracking record). Any damaged S-Drives and/or BIP must be returned to us within 14 calendar days of its receipt, where failure to do so will result in the temporary suspension of your account, charges of US$50 shipping fee and US$50 re-connection fee will apply and be payable by you prior to the replacement unit being dispatched to you from us.

1. Faulty S-Drives/or BIP

Faulty S-Drives and/or BIP will be replaced free of charge subject to the safe return of the faulty unit to Cell Wellbeing or a nominated agent. Cell Wellbeing reserves the right of final decision on whether a unit is faulty and its decision shall be binding. [An S-Drives and/or BIP will not be deemed as faulty if the fault arises from any event that occurs after your receipt of the S-Drives and/or BIP. In particular, an S-Drives and/or BIP will not be deemed as faulty if the fault arises from deliberate actions or negligence by you or a third party after your receipt of the S-Drives and/or BIP].

1. S-Drives and/or BIP Scanning and Reports

11.1        The S-Drives and/or BIP scanning and reporting process is not a conventional medical test and does not provide medical information or information that can be used to diagnose or treat medical conditions. The information comes from the field of the person recorded through their hair scan and assessed using bio-resonance devices and adaptive resonance algorithms. We do not seek reproducibility of the scanned data as the field information reflects the constantly changing environmental influence on the epigenetic expression of the person. At the field level, the environmental influence is dynamic and this is picked up in the recorded scans.

11.2       The body takes time to process this data and bring about physical change to the cells and systems and so a minimum 90-day period is suggested between scans to get valid data. The physical systems of the body operate under tight control with limited room for change, which is what the cellular and electrical systems of the body require to maintain physical homeostasis. However, the controlling fields are homodynamic and reflect a different picture of the body which encompasses all aspects of the changing and dynamic and non-linear system.

11.3       You are prohibited from modifying, altering, adapting, disassembling, reverse engineering and/or decompiling the S-Drives and/or BIP and/or the Reports in any way without our prior consent. For the purpose hereof, you are strictly prohibited from tampering with the original format of the Reports in any way whatsoever without our prior consent. We reserve our sole absolute discretion to deny your request for tampering our products.

1. Limitation of Liabilities

12.1       The content displayed on the Websites is provided without any representations, guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude: All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

12.2       Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Websites or in connection with the use, inability to use, or results of the use of the Websites, any websites linked to it and any materials posted on it, including, without limitation any liability for:

1. loss of income or revenue;
2. loss of business;
3. loss of profits or contracts;
4. loss of anticipated savings;
5. loss of data;
6. loss of goodwill;
7. wasted management or office time; and
8. for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

12.3        Purchase of hardware and software products from Cell Wellbeing, is an acknowledgement and agreement by the purchaser(s) that compliance with the relevant authorities as to the hardware/software use in any particular territory lies with the purchaser(s). Whilst Cell Wellbeing undertake to seek compliance wherever possible, particular standards/rulings may change or be amended or altered in some way and current compliance remains the responsibility of the purchaser(s).

1. Distribution and Rebates

13.1        In the event we have appointed you to be part of our B2B program and/or to hold any role which has an associated rebate, you are entitled to get paid on the every successful completion of these roles. The value and frequency of payment from Cell Wellbeing may vary from time to time and details of the qualifying sales and rebates due can be found in the “Rebates” page on your dashboard under your user login.

13.2        Rebates for qualifying sales are made to the distributor twice monthly.

Qualifying sales are calculated based on the sales conducted during the period of a minimum of 30 calendar days prior to the payment date which fall under the following date periods.

Qualifying Sales for Payment Date 1 = Sales conducted within the period from the 28th day of the preceding month of the 14th of the following month inclusive.

Qualifying Sales for payment date 2 = 15th of the month to the 27th of the month inclusive.

13.3        Any cancellations or de-activated accounts will not be counted as qualifying sales for rebates. Rebates will only be paid out to those who have an active user account. If your account becomes suspended, then you will still accrue qualifying rebates but you will be unable to claim these until your account is active. Activation terms may vary from time to time but is usually the payment of 1 monthly minimum payment according to the plan that you initially agreed to. See your plan details in the dashboard for further details.

13.4        As a purchaser of an S-Drives and/or BIP it is understood by all parties involved that the purchaser has professional experience and or sufficient acquired knowledge with which to understand and enable others to understand particularly the usage and application of the S-Drives and/or BIP. Also, the contents of the reports and their findings and the manner in which the findings of the reports were arrived at and how to use them.

13.5        As a licensed Distributor, you are responsible for ensuring that new users understand how to use the S-Drives and/or BIP and the Website. You are fully responsible for ensuring that the user has comprehensive knowledge/training in the operation of the S-Drives and/or BIP and the resulting Reports it produces, for the Client, you will also make aware to the user that facilitates via email/phone of the technical support available in your territory, No sales should be finalized until the training and tech back up are known/understood/and acknowledged to you, in writing by the user, you have proposed the sale of the S-Drives and/or BIP to. You are to explain that the S-Drives and/or BIP is not a medical device and that results are variable due to the changing field information and that results should be used to indicate general guidance only and not as a diagnostic tool. You will be responsible for providing them information for maintaining an active account and how to accrue and claim rebates from the system (if applicable); including our returns and refunds policy. You will at all times act in the best interest of a new user you introduce and Cell Wellbeing and will do your best to promote the services of the company in an informative and professional manner.

13.6        Failure to act in the best interest of a new user and the company; including the failure to disclose the operating nature of the S-Drives and/or BIP, may lead to a suspension of your user account. If this failure leads to the return and refund of any part of a user rebate directly assigned to your account, you will be required to return any rebates accrued by you for this sale. This includes rebates paid out and those still to be paid out. Failure to repay these rebates may lead to the de-activation of your user account, which will be subject to our standard returns and refunds policy on closure.

In the event your account is deactivated by virtue of Clause 13.6 hereof, all users registered under your account and who’s sales may provide you with rebates, shall be transferred to another user account with immediate effect without further notification to your goodself.

1. Intellectual Property Rights, Trademarks, Copyrights

All materials, including information, trade name, images, graphics, text, logos, page headers, button icons, audio clips, video clips, scripts, digital downloads, data compilations, software are protected by copyrights, trademarks and other intellectual property (‘’IP’’) are owned, controlled and licensed by Cell Wellbeing, one of its affiliates or by third parties who have licensed their materials to Cell Wellbeing and are protected by Hong Kong and international trademark and copyright laws. You may access, view, print and download all the related material on this Website for non-commercial use or for your own personal use. You shall not frame or utilize framing techniques or utilize framing techniques to enclose any trademark, trade name, logo, or other proprietary rights or information including but without limitation to images, text, page layout, or form of Cell Wellbeing without express written consent of Cell Wellbeing. No license, right, title or interest in any materials or software is transferred to you as a result for you to use the Website including but not limited to reproduction, modification, distribution, transmission, republication, display, or performance, of the IP on this Site is strictly prohibited. All material directly or indirectly located on this Site is to be used only for your purpose of using Cell Wellbeing’s Services. Any unauthorised use of the content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.

1. No Liability for Information on this Website

15.1        We have taken reasonable measures to ensure that the information contained within this Website is correct and up-to-date, however, by using this Website, you accept that: The S-Drives and/or BIP is not a medical device and should not be represented and/or treated by you as such.

15.2        YOUR USAGE OF THE WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CELL WELLBEING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF PROPRIETARY RIGHTS OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE WEBSITE. OR AS TO THE ACCURACY, CONTENT, COMPLETENESS, RELIABILITY, OPERABILITY, OR LEGALITY OF INFORMATION CONTAINED WITHIN THIS WEBSITE. CELL WELLBEING DOES NOT WARRANT THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, OR OTHERWISE USE THIS WEBSITE. CELL WELLBEING DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CELL WELLBEING’ NEGLIGENCE, SHALL CELL WELLBEING BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO THE USE OF, THE INABILITY TO USE, OR ERRORS OR OMISSIONS IN, THE CONTENT AND FUNCTIONS OF THIS WEBSITE, EVEN IF CELL WELLBEING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3        These statements contained within this report have not been evaluated by the FDA. This product is not intended to diagnose, treat, cure, or prevent any disease. Advice and recommendations given in this report or in personal consultation by phone, email, in-person, online coaching, or otherwise, is at the reader’s sole discretion and risk. You should see a qualified, licensed doctor before starting any nutritional or diet program. Information presented in this report is not to be interpreted as any kind of attempt to prescribe or practice medicine. These statements and information have not been evaluated by the Food and Drug Administration. No product offerings made as a result of this report are intended to treat, diagnose, cure or prevent any disease. You should always consult with a competent, fully-informed medical professional or health practitioner when making decisions having to do with your health. You are advised to investigate and educate yourself about any health-related actions and choices you make.

1. Links to Third-Party Site

The Site may contain links to other sites operated by third parties. These links are available for your convenience and are intended only to enable access to these third-party sites and for no other purpose. Cell Wellbeing does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness, privacy setting for particular purpose of any such third-party sites. Any link to a third-party site presented on our Website does not constitute sponsorship, endorsement, approval or responsibility by Cell Wellbeing. Please review the conditions of use for all third-party sites for more information about the terms and conditions that apply to your use of these sites. Where any interactions between site users take place, we accept no responsibility for any harassment, annoyance or the transmission of any offensive, illegal or derogatory material(s).

1. Security

We are unable to guarantee that third parties will not be able to independently gain access to confidential information or data (including without limitation payment details and details of your personal identity) passing to or via this Website. Accordingly, we do not accept any responsibility or liability whatsoever for any loss or damage suffered or incurred by you as a result of any use or misuse of any such confidential information or data by any such third party and you agree and acknowledge that your use of this Website shall be solely at your own risk.

1. Indemnification

As a condition to the use of this Website, you agree to defend, indemnify, hold harmless Cell Wellbeing and its respective directors, licensee, affiliates, subsidiaries, business partners, agents, officers, employees, from and against any claim, liabilities, losses, damages, inquiries, demand, suits, costs, and expenses which including but not limited to, reasonable attorney’s fees and expenses arising out of or otherwise relating to your usage of this Website. In furtherance, you agree to indemnify, defend, and hold Cell Wellbeing and its respective directors, licensee, affiliates, subsidiaries, business partners, agents, officers, employees, harmless from and against any and all liabilities and costs (including, without limitation, legal fees and costs), in connection with any claim arising out of any breach by you of this Agreement or the representations, warranties, and covenants or your use of this Website. You will cooperate as fully as reasonably required in Cell Wellbeing’s defence of any claim. We reserve the right, as its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Cell Wellbeing.

1. Prohibitions/Prohibited Uses

• You must not misuse this Website and the Services. As a condition of your usage of this Website and the Services, you agree, covenant and undertake that you are bound to the followings including but not limited to:

• Not to store, transmit, publish or disseminate any obscene, hateful, pornography, racist, or any other illicit, contrary to public policy or otherwise objectionable content;
• Not to store, transmit, publish or disseminate any content that promotes or relates to information about illegal activities or causes personal harm or injury against any individual or group (including defamation, insults, abuse, etc.);
• Not to infringe the copyright, trademark, trade name, logo, trade secret or any other intellectual property rights of a third party or violate the privacy, publicity or other personal rights of a third party;
• Not to encourage, assist or authorized any other person to copy, modify, reverse engineering, decompile or disassemble, or otherwise tamper with, Cell Wellbeing’s Website, whether in whole or in part, or to create any derivative works from or of Cell Wellbeing’s Website;
• not violate or attempt to violate the security of the Website, including, without limitation to accessing data not intended for you or logging onto a server or an account that you are not authorized to access; trying to change the behavior of the Website; attempting to probe, scan, or test the vulnerability of a system or network, or to breach the security or authentication measures;
• not to misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain un-authorised access to the websites. You must not attack the websites via a denial of-service attack or a distributed denial service of attack. By breaching this provision, it tantamount to a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate fully with any such authorities by disclosing your identity to them;
• misrepresent your identity or represent yourself as another entity;
• not to directly or indirectly, promote the sale of Cell Wellbeing’s products and Services vide any network marketing organization/companies or through any MLM or direct selling schemes without prior written consent from the Company. use the information provided within the Website to develop a competing product against Cell Wellbeing; and
• not to commit and will not attempt to initiate any transaction that may contravene to any anti-money laundering legislation such as such as to transform illegally obtained funds gain into seemingly legitimate funds. You hereby acknowledge and agree that Cell Wellbeing is obliged to comply with anti-money laundering legislation and you must provide us with any information we require before a contract comes into effect between us.

19.2        You hereby agree to indemnify us in full and against any and all claims, liabilities, losses, damages, expenses and other costs whatsoever suffered or incurred as a result of any breach of your obligations under Clause 19.1, including, but not limited to, any claims made against us by any third party.

1. Termination or Suspension of Account

20.1        Cell Wellbeing is entitled, at its own sole discretion, to terminate and/or to suspend your account at any time, if: –

1. You have committed any breach of any of its obligations or covenants, particularly under Clause 19 of this Agreement; or
2. Cell Wellbeing has sufficient evidence to prove that you have acted in whatsoever manner that has caused Cell Wellbeing to be in disrepute and/or to suffer financially; or
3. You being a company, has a winding up petition commenced against the it or enters into liquidation whether compulsory or voluntary or has a receiver appointed; or
4. You have entered into an arrangement of the benefit of its creditor(s); and/or whenever any of the event referred to in this clause happens to or in relation to any one or more of them; or
5. You have used Cell Wellbeing’s name and/or IP in any sort of materials, whether printed or soft copy, without written consent from Cell Wellbeing.

20.2        Upon termination or suspension of your account as a result of Clause 20 hereof, all credits in your account shall be forfeited absolutely. Notwithstanding the termination or suspension, Cell Wellbeing reserves its absolute right to commence legal proceedings against you for any antecedent breach.

1. Sales and Marketing Materials

All sales and marketing materials relating to the distribution of the S-Drives or the conducting of Environmental Profiles by agents, distributors and S-Drives users must have prior written approval from Cell Wellbeing before any use or distribution. Cell Wellbeing may make available to distributors/purchasers of the S-Drives and the current appropriate pricing formats. These published prices to you, must be adhered to, at all times and in all situations. Cell Wellbeing will rigorously enforce the adherence to these published prices and any deviation by you, will result in your account being frozen/terminated. Any exceptions to the pricing structure you have been given must be confirmed in writing by Cell Wellbeing’s management. Any situations where multiple branch/outlet sales are presented by you, and may require “special pricing” must have the acknowledgement and agreement of the particular situation in question, agreed in writing by your Country Manager and/or Cell Wellbeing’s management.

1. Media Policies and Procedures

Should you receive any inquiries from the media regarding the S-Drives and/or BIP, please contact Cell Wellbeing’s Public Relations team immediately, as they can provide the appropriate support and press materials. We would also remind you of the Operator/Screener Policies and Procedures related to contacting third-parties on behalf of the company. An operator may not contact or promote the products, services, or opportunity through interviews with the media, articles in publications, news reports, or any other public information, trade, or industry information source, unless specifically authorized, in writing, by Cell Wellbeing’s Corporate Communications or designated representative. This includes private, paid membership, or “closed group” publications. All media contacts or inquiries should be immediately referred to Cell Wellbeing’s Public Relations Department at: media@cell-wellbeing.com.

1. Miscellaneous

23.1        We will not be liable to you for failure to perform or delay in performance of any obligations caused by events outside our reasonable control (“Force Majeure Event”), including without limitation, any difficulties experienced by you in accessing the Website. A Force Majeure Event shall be include any act, event, non-happening, omission or accident beyond our reasonable control and shall include in particular (without limitation) the following: strikes, lock outs or other industrial action; civil commotion, riot, invasion, terrorist attack, or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; Fire, explosion, storm, flood, earthquake, subsidence, epidemic or another natural disaster; Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; Impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations, or restrictions, of any government; and any shipping, postal, or other relevant transport strike, failure or accidents.

23.2        This Agreement constitute the entire agreement between you and Cell Wellbeing relating to your use of this Website and shall supersede and replace all other contracts (except, where applicable), discussions, letters or communications (whether written or oral) relating to the subject matter hereof save that neither party excludes liability for any fraudulent misrepresentations made by it to the other party upon which the other party can be shown to have relied.

23.3        Your usage of the Website is governed by the laws of the Singapore and you agree to submit to the exclusive jurisdiction of the Singapore courts in relation to any dispute or claim arising out of your use of or access to the Website.

23.4        If any provision of this Agreement or the application of any provision hereto to any person or circumstances is held to be invalid, unenforceable or otherwise, illegal, the remainder of this Agreement  and the application of such other provisions shall not be affected.

23.5        No waiver by Cell Wellbeing at any time of any breach by you or a third party or compliance with any condition or provision of this Agreement to be performed by you or a third party shall be construed as a waiver of similar or dis-similar provisions or conditions at the same or at any prior or subsequent time.

23.6        For the purpose of delivery of notices under this Agreement the address of Cell Wellbeing is:

Cell Wellbeing Ltd

Address:

9/F China Merchant Buildings

303-307 Des Voeux Road Central

Sheung Wan

Hong Kong

LEGAL DISCLAIMER

The Content of this Website has not been evaluated by the US Food and Drug Administration and that the product(s) on this Website is not intended to diagnose, treat, cure or prevent diseases. Any recommendations originating from this Website any personal consultations by phone, email, in person, or any online consultations/discussions, are at your sole risks. You should and are advised to consult a qualified and licensed medical professional or health practitioner before starting any nutritional diet program or regime. Content of this Website or originating from it is not to be interpreted as an attempt to prescribe or practice medicine. No product offerings are intended to diagnose, treat, cure or prevent diseases. You should always consult a qualified and licensed medical professional or health practitioner when making decisions regarding your health. You are advised to investigate and educate yourself about any health-based actions and choices you make.

PRIVACY POLICY

When you use the services of Cell Wellbeing Ltd through our S-Drive, Website www.cell-wellbeing.com and https://business.cell-wellbeing.com/ (collectively, the “Website”), you trust us with your information. There are many different ways that you can use our services – to use our S-Drive for the purpose of generating the Report based on your hair sample and to receive a reminder from the S-Drive software after 90 days from the first Report for a second testing.

This Privacy Policy informs you the following: –

1. What information we collect;
2. How we use that information;
3. How we may share that information;
4. How we protect your information;
5. What choices you can make about how we collect, use, and share your personal information.

This Privacy Policy is meant to help you understand what data we collect, why we collect it and what we do with it. This is important; we hope you will take time to read it carefully.

INFORMATION WE COLLECT

Your information which will be collected by us or our S-Drive operators, includes but not limited to the followings: –

1. Your name;
2. Your date of birth;
3. Your personal details, such as gender, weight and height;
4. Your mailing address;
5. Your e-mail address;
6. Your phone number;

through the following ways:-

1. Information you give us

We collect and store information that you have provided to us through our Website, mobile applications, and/or to our appointed personnel and/or Country Manager and/or Distributors as the case may be.

1. Information we get from your usage of our services.

We collect and store information when you have authorized the S-Drives and/or BIP operators to conduct a hair analysis while using the S-Drives and/or BIP. During the hair analysis, the S-Drives and/or BIP operator is required to key in your particulars into the S-Drives and/or BIP software before your personalized Report is generated.

1. E-mail Communications:

The purpose of emails is to help us to make e-mails more useful and interesting, we will receive a confirmation when you open e-mail from the Website if your computer supports such capabilities.

HOW WE USE THE INFORMATION WE COLLECT

Your information provided to us may be processed by entities (in or outside of the Europe) within Cell Wellbeing Group of Companies (including related companies, subsidiaries, holding companies, associated companies and outsourcing partners).

The information we have collected will be used including but not limited to: –

1. Fulfilling orders, S-Drive services or the request of any information;
2. b. Sending of reminder emails after 90 days from the last S-Drives and/or BIP service;
3. Tracking and confirming online orders;
4. Delivery for the products purchased (if applicable);
5. Establishing and managing your accounts;
6. The usage of My Optimizer, Cell Wellbeing’s additional plug-in software;
7. Communicating things like special events and surveys, which you are not obliged to complete but which will be completely confidential and analyzed anonymously; and/or
8. Using and disclosing other information in aggregate for research, marketing and strategic development purposes to enhance our services.

Data Retention:

We may retain your information for as long as your account is active or as needed to provide you with services, to comply with our legal obligations, to resolve disputes, and to enforce our agreements.

HOW DO WE SHARE YOUR INFORMATION

We do not sell, rent or trade your personal information to third parties. If you provide information to any of the businesses or Website owned or operated by us, this information may be combined or shared among us including affiliates and subsidiaries. Each of the service provider and/or consultants will be governed by each of their privacy policies, as applicable.

In general, we will not share your information to any third party unless we’ve received your prior consent or if any of the following circumstances applies:-

1. We may need to share your information with any third party including but not limited to any of our appointed Country Manager, S-Drives and/or BIP operators, Distributors, consultants, logistic companies, payment gateway, service providers) to perform services on our behalf such as:

1. Fulfilling orders and/or services as required by you;
2. Delivering packages to you;
3. Servicing products purchased by you;
4. Sending marketing communications to the users;
5. Fulfilling subscription services;
6. Conducting research and analysis; and
7. Processing credit/debit card payments.
8. As required by the Law

In some unforeseen circumstances, we may be required to share personal information in response to a regulation, court order or subpoena. We may also share information when we believe it’s necessary to comply with the law, to respond to a government request or when we believe disclosure is necessary or appropriate to protect the rights, property or safety of Cell Wellbeing Ltd, our customers, or others; to prevent harm or loss; or in connection with an investigation of suspected or actual unlawful activity.

1. We may also share personal information in the event of a corporate sale, merger, acquisition, dissolution or similar event.

We will ask for your consent before using information for a purpose other than those set out in this Privacy Policy. We may process personal information on our offices in many countries around the world. We may process your personal information on a server located outside the country where you live.

HOW WE PROTECT THE INFORMATION WE COLLECT

We use reasonable security measures to protect the confidentiality of personal information under our control. We restrict access to personal information to our employees, contractors and agents who need to know that information in order to process it for us and who are subject to strict contractual confidentiality obligations. They may be disciplined or their contract terminated if they fail to meet these obligations. We further use a variety of information security measures for the purpose to create layers of fraud or theft protection and risk reduction in order to protect your online transactions with us. However, we cannot ensure or warrant the security of any information you transmit to us are controlled and blocked from any potential exposure to internet fraud or identity theft that might hijack your account (account takeover fraud).  Thus, your usage of the Website is at your own risk.

YOUR CHOICES REGARDING THE INFORMATION WE COLLECT 

You may choose to:

1. Stop receiving marketing or promotional e-mails, direct mail, phone and mobile marketing communications;
2. Update and correct your personal information;
3. Deactivate your account; and
4. Request removal of content or personal information posted by you from our Website, online service, online application, mobile application, blog, community forum or to our appointed personnel, Country Managers, S-Drives and/or BIP operators or Distributors. In some cases, we may not be able to remove your content or personal information as a result of your continuous usage of our services, in which case we will let you know if we are unable to do so.

*Please note: Even if we are able to anonymize or make your content or information no longer visible, this does not ensure complete or comprehensive removal of your content or personal information from the internet as third parties may retain screen shots on our Website pages (e.g., cache files).

LIMITING THE PROCESSING OF PERSONAL INFORMATION, FURTHER ENQUIRIES AND COMPLAINTS

If you would like to obtain further information on how to limit the processing of your personal information by us; or you have any further query; or you would like to make a complaint in respect of your personal information, you may contact info@cell-wellbeing.com.

COMPLIANCE AND COOPERATION WITH REGULATORY AUTHORITIES

We regularly review our compliance with our Privacy Policy. When we receive formal written complaints, we will contact the person who made the complaint to follow up. We work with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that we cannot resolve with our users directly.

LINKS TO OTHER WEBSITES

Our Websites link to other Websites, many of which have their own privacy policies. Be sure to review the privacy policy on the Website you’re visiting.

PRIVACY POLICY UPDATES

We may need to update our Privacy Policy as Cell Wellbeing Ltd and our customers grow and evolve. If you choose to visit the Website, you should check our Websites frequently to see recent changes your visit and any dispute over privacy is subject to this Policy and our Terms and Condition, including limitations on damages, resolution of disputes, and application of the law of Singapore.