2024 TOS

Terms of Service
Last Update: October 29, 2024
Previous Version [hyperlink]: [date]

Important: These Terms require all disputes between us to go through binding arbitration instead of government court. By accepting these Terms, you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions. You can opt-out of arbitration for thirty (30) days after you first accept these Terms—see opt-out under Dispute Resolution below.

By accessing or using our online services, you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, and Acceptable Use Policy (together, the “Agreement”). The Agreement governs your use of https://clearstem.com/, the Clearstem app, our products, or any other products and services (the “Services”) made available by Clearstem Skincare, Inc. (“we”, “us”, “our” and “Clearstem”). In these Terms, “you” and “your” means you as the user of the Services.

Please read the below information carefully. If you do not accept, or cannot understand, anything in the Agreement, stop using the Services immediately.

Your continued use of https://clearstem.com/ the Clearstem app, our products, or any of our other Services constitutes your consent to these Terms. You can contact us if you have any questions or concerns regarding the Services or this Agreement.

Changes

As the Services change, we may update these Terms by posting a new version and updating the Last Update date. If we make material changes, we will do our best to notify you of such changes by any reasonable means, such as by emailing you (if we have your email) or posting a banner on the homepage.

But it is your sole responsibility to review these Terms from time to time to stay current on updates to them. Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes.

Any such changes will not apply to any Dispute (defined below) between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes or otherwise notified you of them.

We may also, at any time and without liability, modify or discontinue all or part of the Services or make certain products or aspects of the Services available to select users.

Eligibility and Responsibilities

You must be 16 or older to use the Services, or otherwise of legal age to form a binding contract in your jurisdiction. If you are under the age of majority where you live, but are 16 or older, you are only permitted to use the Services if your parent or guardian accepts these Terms on your behalf prior to use of the Services. By using the Services, you affirm that you are of legal age to enter into this Agreement and to use the Services.

You are responsible for all your activity in connection with the Services. This includes any Product you choose to purchase, any content you send through the Services and the accuracy of any information you give us so that we can provide the Services to you. Most importantly, you represent and warrant that you will not use the Services in any way that violates applicable law, Outside Terms (defined below) or this Agreement.

Violation of the Agreement may result in suspension or termination of your access to the Services or criminal or civil liability. The Services may monitor your conduct to determine whether you are violating the Agreement.

Non-Clearstem Materials

The Services may link to, embed, integrate or connect third party services (“Outside Materials”). Outside Materials may be subject to additional legal terms (“Outside Terms”) made available by their third-party provider. The Agreement does not apply to Outside Materials. We are also not a party to Outside Terms.
  • For example, by accessing or downloading the Clearstem application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.

By using the Services, you acknowledge and agree that we are not responsible for, and disclaim all liability for, the performance and reliability of Outside Materials and any act or omission of any provider of Outside Materials. We do not warrant, endorse or otherwise guarantee the Outside Materials’ integration, interoperation or support with the Services.

If you have any complaints in connection with any Outside Materials or Outside Terms, please contact the third-party provider directly, your state Attorney General or the Federal Trade Commission at www.ftc.gov.

Clearstem Accounts

Your use of the Services may require you to provide certain personal information, such as contact and payment information (collectively, “Customer Data”), including to register an account on the Services (an “Account”). Customer Data is governed by our Privacy Policy, like all personal information you provide.

Account Information. You agree to provide us with accurate, complete and updated Customer Data, including for your Account. We may reject or require that you change any Services-specific information, such as your username or password, in our sole discretion. You represent and warrant that your Customer Data, including Account information, is and will remain accurate and complete. You acknowledge and agree that we have no liability for errors and omissions in your Customer Data.

  • Contact us immediately if you know or suspect that (1) your Account or password has been stolen, misappropriated or otherwise compromised, or (2) there has been any unauthorized use of your Account.
  • We are not responsible for any loss or damage arising from your failure to comply with the foregoing requirements.

Suspension and Termination. We reserve the right to suspend, disable, or delete your Account (or any part of the foregoing) with or without notice, for any or no reason. We may investigate and take any action we deem appropriate if we believe that you have violated these Terms, misused our Services, or behaved in a way that we regard as inappropriate or unlawful, on or off our Services. If you breach any of the provisions of the Terms, all licenses granted by us will terminate automatically. If we delete your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name.

Terms Survive. If your access is severed or your Account is deleted or terminated by you or us for any reason, these Terms remain enforceable. Termination will not limit any of our other rights or remedies at law or in equity. Your information will be maintained and deleted in accordance with our Privacy Policy.

We Are Not a Substitute for Professional Medical Advice or Treatment

You acknowledge that this website and our products are not a substitute for the in-person treatment or advice of your local dermatologist, primary care physician or any other qualified healthcare professional. You agree and acknowledge that you should never delay seeking advice from your dermatologist, primary care physician or any other health professionals due to any diagnosis, advice or other information provided (or the omission of any such information) by Clearstem, our Services or our products. You understand that the Services are not to be used in connection with medical emergencies. If you are experiencing a medical crisis, please call 9-1-1 or contact your local emergency assistance services immediately. If you are not feeling well, please contact your primary care physician.

Allergic Reactions

You understand that Clearstem undertakes NO obligation to review the inactive ingredients and/or the base ingredients in any product that is recommended or sold to you through the Services, including, without limitation, to ascertain that you are not allergic to such inactive or base ingredients. You further understand that it is solely your responsibility to review those ingredients, as listed on the Services.

Orders for Products

You agree to pay us in full when you order our products or services. Please see our Help Center for more detailed information on our purchase policies in effect at the time of your order, like: Product Questions, Tracking Orders, Shipping and Delivery, Returns and Exchanges, and Order and Subscription Management.

Products. The Platform allows you to purchase products and subscriptions to the same (“Products”). While we try to maintain the accuracy of the Services, we are not responsible or liable if any Product description or other information is not accurate, complete, reliable, current, or error-free. In particular:

  • Products may occasionally be mispriced, described inaccurately or unavailable, for example, due to delay or disconnection with our inventory or pricing systems, or the provision of advertising on other websites.
  • Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only.
  • No electronic image can accurately represent a physical Product’s real-life color or texture. Your display’s technology, your device settings and your surroundings all affect how you perceive electronic depictions of our Products.
Availability; Pricing; Limits.
We reserve the right, but are not obligated, to:
  • reprice or discontinue any Product for any reason at any time;
  • limit the sale or availability of Products in any area or jurisdiction;
  • limit quantities of products available per order, household or user;
  • refuse or cancel any order for any reason.

We may exercise these rights on a case-by-case basis.

Payment. See our Help Center for our currently accepted forms of payment. You agree that we may charge all amounts due and owing in connection with your purchases to the payment mechanism selected by you and approved by us (“Payment Method”) at the time of your Product purchase. You acknowledge and agree that all information you provide to purchase Products, such as your Payment Method or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the Payment Method you provide to us or our third-party payment processor, as applicable.

  • When you purchase Products, you (i) agree to pay the price for such Products, any shipping and handling charges and all applicable taxes, as set forth in the ordering process (the “Full Purchase Amount”), and (ii) authorize the Services to charge your payment method for the Full Purchase Amount.
  • Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. And orders will not be processed until payment has been received in full.

Changes and Pricing. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Products. If a Product itself is not as described on the Services, your sole remedy is to return it (for physical products, in unused condition) as described in our Returns and Exchanges policy. We reserve the right to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes will be effective immediately upon posting a new Product price to the Services or upon making the customer aware of the pricing error.

Order Acceptance; Shipment. We reserve the right at any time after receiving your order to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount. While deliveries may be scheduled for a specified arrival, we cannot guarantee delivery by any specific date or time. Title and risk of loss for any purchases of physical products pass to you upon our delivery to our carrier. We reserve the right to ship partial orders.

Subscriptions. We may offer the ability to purchase Products on a subscription basis (“Subscriptions”). Should you choose to subscribe for recurring orders and deliveries of Products on fixed intervals, the following provisions apply. Please also visit Order and Subscription Management in our Help Center for more on signing up for, managing, canceling, and paying for Subscriptions.

  • Duration. Our Subscriptions are continuous. The first Subscription order will be placed on the date you first purchase a Subscription and be re-ordered on a recurring basis according to the fixed interval selected by you during checkout on the date you first purchased the Subscription and will continue to be ordered on that interval until modified or canceled (each, a “Re-Order”). However, we may discontinue your Subscription in the event of a Dispute (defined below) between us or if you previously requested a chargeback that we successfully challenged.
  • Pricing changes. We reserve the right to change the cost of Products you subscribed for at any time. The new price will be charged on the Re-Order of said Product that immediately follows such change.
  • Canceling. You can easily cancel your Subscription by logging into your Account, navigating to the "Manage Your Subscription" section, and selecting the product you wish to cancel. If you have any issues regarding the cancellation process, see our Help Center or contact us.

Promotional Codes. We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on Products or other features related to the Services, subject to any additional terms that we establish. You agree that Promos: (i) must be used in a lawful manner; (ii) must be used for the intended audience and purpose; (iii) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (iv) may be disabled or have additional conditions applied to them by us at any time for any reason; (v) may only be used pursuant to the specific terms that we establish; (vi) are not valid for cash or other credits or points; (vii) may expire prior to your use; (vii) are not valid on previous purchases. Promos are not valid on certain items, as determined by us in our sole discretion.

Gift Cards. Tangible or digital gift cards containing stored money value may be offered by us for certain purchases on the Services (“Gift Cards”). You acknowledge that we are not responsible for any unauthorized use, alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner.

  • By purchasing a Gift Card, you represent and warrant to us that use of the Gift Card will comply with these Terms and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers.
  • Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Services, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards do not expire, and we will not assess a service fee or dormancy fee with respect to a Gift Card.

Content

While using our Services, you will have access to the information and content that we provide on and through our Services (“Our Content”). You may also provide or upload content while using our Services, such as Testimonials and Feedback (each as defined below, and, collectively, “Your Content”).

In this Agreement, “content” includes, without limitation, all text, images, video, audio, or other material on the Services, including any dynamically generated output and content in comments posted by users.

Our Content

All design, text, graphics, logos, button icons, user interfaces, trademarks, logos, sounds, artwork, images, audio clips and other intellectual property appearing on our Services, as well as the selection and arrangement thereof, and all proprietary software is owned, controlled or licensed by us and protected by U.S. and international copyright, trademark and other intellectual property laws. All rights, title, and interest in and to
  • Very limited license to use: You may use the Services and Our Content solely for personal and non-commercial purposes. All rights not specifically granted in the license set forth above shall be reserved and remain always with the Clearstem. You acquire no rights or licenses in or to the Services or Our Content other than the limited right to utilize the Services in accordance with these Terms of Use.
  • Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants you, or any third party, any right, title, or interest in or to Our Content, the Services or other intellectual property provided in connection with this Agreement, whether by implication, waiver, estoppel, or otherwise. Any other use of Our Content – including reproduction, modification, distribution, republishing, transmission, display or performance – without the prior written permission of Clearstem is strictly prohibited.

Your Content

You are solely responsible and liable for Your Content, and, therefore, you agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content (like comments, reviews, or Testimonials, defined below, posted to the Services).
  • You represent and warrant to us that the information you provide to us or any other user is accurate.
  • If you choose to reveal any personal information about yourself to other users, you do so at your own risk. We encourage you to use caution in disclosing any personal information online.
  • You acknowledge and agree that Your Content may be viewed by other users, and, notwithstanding these Terms, other users may share Your Content with third parties.
  • You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, block or prevent access to any of Your Content at any time in our sole discretion. You further understand and agree we have no obligation to display or review Your Content.

Testimonials

If you submit a review or testimonial, which will include, without limitation, any statements you make and information or content you provide to us related to your opinions and experiences with Clearstem and its Services (“Testimonials”), then you agree we may publish your Testimonial, together with your name and likeness, in any manner and location as we may determine in our sole discretion. We may, but are not required to, use your Testimonials, including any intellectual property or proprietary rights in those Testimonials, without any attribution, financial compensation, or reimbursement of any kind to you or any third party.

You therefore grant to us, our assigns, and our authorized agents (herein collectively called the “Clearstem Team”), a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to record, edit, use, host, store, display, print, reproduce, copy, adapt, translate, modify, reformat, publish, republish, distribute, broadcast, copyright and otherwise use or make available the Testimonials, in whole or in part, and any material based upon or derived therefrom, in any manner or media whatsoever whether now known or later developed for any purpose, including, without limitation, marketing, advertising, promoting and publicizing us and our Services. You acknowledge that we can modify your Testimonials, but that we will use reasonable efforts not to alter the Testimonials in a manner that knowingly misrepresents your opinions.

You hereby release, hold harmless, and forever discharge the Clearstem Team, from any and all claims, damages, liabilities, or demands, including, without limitation, any and all claims for libel or invasion of privacy, that the Clearstem Team may have arising out of or in connection with any use, editing, or alteration of the Testimonials, in partial or composite form, whether or not intentional.

Feedback

Other than Testimonials, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Feedback”) you send to us directly are our exclusive property. By submitting Feedback, you assign any and all intellectual property rights in the Feedback to us. We may, but are not required to, use the Feedback, including any intellectual property or proprietary rights in that Feedback, for any purpose whatsoever, without any attribution, financial compensation, or reimbursement of any kind to you or any third party.

Choice of Law/Forum Selection

These Terms are governed by and construed in accordance with the laws of the State of California, without resort to its conflicts of law provisions. In any circumstances where the Arbitration Clause permits the parties to litigate in court, you expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in San Diego County, California and agree to only bring Disputes and any other legal proceeding in the state and federal courts located there. You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

Disclaimers, Limits on Liability & Indemnification

Disclaimer of Warranties

Except as stated elsewhere in these Terms, all of the Services, products and content are provided “as is” without warranty of any kind. To the fullest extent permitted by law, we disclaim without limitation all warranties, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise, including the warranties of merchantability, title, non-infringement of third parties’ intellectual property rights, or fitness for a particular purpose.
  • Use of the Services and the transmission of messages through the Services is done at your own discretion and risk. No advice or information, whether oral or written, obtained by you from us or through the Services will create any warranty that is not expressly stated in these Terms.
  • These limitations apply only to the extent they are not prohibited by applicable law. To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires. 

Limitations of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) CLEARSTEM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, CLEARSTEM WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES, THIS AGREEMENT, OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES, PRODUCTS, AND/OR MATERIALS; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF CLEARSTEM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE SERVICES IN THE THREE-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM AND (2) ONE HUNDRED U.S. DOLLARS ($100). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF CLEARSTEM AND ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Indemnification

To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless Clearstem Skincare, Inc., its affiliates, officers, agents, employees, and partners from and against any and all third-party claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or relating to (i) your use of the Services (including any actions taken using your access to the Services) or (ii) your violation of this Agreement or of law. In the event of such a claim, suit, or action, we will notify you using the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations under this Agreement). This obligation will survive any suspension, termination or cessation of your use of the Services.

Dispute Resolution

In the event of a dispute, you and Clearstem agree to try to resolve it informally first. If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court. You may opt-out of arbitration within 30 days of agreeing to this Agreement, as described below.

WHAT IS ARBITRATION: Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator empowered to award the same damages and relief that a court can.

You and Clearstem agree to resolve disputes through binding arbitration, as further described in this Dispute Resolution section (“Arbitration Clause”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. You may opt-out of arbitration under the Opt-Out Section below within thirty (30) days of first accepting these Terms.

  • Covered Disputes. You and Clearstem agree that any dispute or claim between you and Clearstem arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Services, access and use of the Services, your Account, or any aspects of your relationship or transactions with Clearstem. A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination. For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.
  • Exceptions to Arbitration. This Arbitration Clause does not require arbitration of the following types of claims brought by either you or Clearstem:
    • small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and
    • claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.
  • Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request (“Pre-Arbitration Demand”) to dispute@clearstem.com so that we can work together to resolve the Dispute.

    This Informal Dispute Resolution First Section is a condition precedent to commencing arbitration. The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures:
    • A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.
    • The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature.
    • Likewise, if Clearstem has a Dispute with you, Clearstem will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account.
    • If the Dispute is not resolved within sixty (60) calendar days of when either you or Clearstem submitted a Pre-Arbitration Demand, an arbitration can be brought.
    • This Informal Dispute Resolution First Section does not apply to claims brought under the exception to arbitration in the Exceptions to Arbitration Section above.
  • Arbitration Procedure. If, after completing the informal process in Informal Dispute Resolution First Section above, either you or Clearstem wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Clearstem email address in the Informal Dispute Resolution First Section. Clearstem will send any arbitration demand to the email address associated with your Account or to your counsel, if any. You and Clearstem agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Clause. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.
    • The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative:
      • Comprehensive Dispute Resolution Rules and Procedures, and
      • where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, in each case as available at https://www.namadr.com/resources/rules-fees-forms.

        This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules.
    • If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.
    • Arbitration hearings will take place through videoconferencing, unless you and Clearstem agree upon another location in writing. A single arbitrator will be appointed.
    • The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Clearstem and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration. However, a court has exclusive authority to rule on the Waiver in Class Action Waiver Section below, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
    • If a request to proceed in small claims court (see the provisions on Pre-Arbitration Demands under Informal Dispute Resolution First Section), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court.
  • Jury Trial Waiver. You and Clearstem agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Clearstem are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified in the Exceptions to Arbitration Section above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.
  • Class Action Waiver. You and Clearstem agree that, except as specified in Batch Process Section below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.
    • The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.
    • Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.
    • Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Class Action Waiver Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Clearstem agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in the Choice of Law/Forum Selection Section below.
  • Batch Process. To increase the efficiency of administration and resolution of arbitrations, you and Clearstem agree that if 25 or more arbitration demands of a substantially similar nature, are filed within a one hundred and eighty (180) day period (“Mass Filing”):
    • to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batches”), with only one Batch filed, processed, and adjudicated at a time;
    • to designate one arbitrator for each Batch;
    • to accept applicable fees, including any related fee reduction determined by NAM in its discretion;
    • that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch is filed, processed, and adjudicated;
    • that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Clearstem and the claimants, will only be due after your demand for arbitration is included in a Batch that is properly designated for filing, processing, and adjudication; and
    • that the Batch process will continue until each demand (including your demand) is adjudicated or otherwise resolved.
    • Any statutes of limitation, including the requirement to file within one (1) year in the 18-Month Filing Deadline Section below, will remain tolled while any arbitration demands are held in abeyance. While the Batches are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.
      • If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.
    • Substantially similar nature. All parties agree that arbitration demands are of a “substantially similar nature” if they relate to the same event or factual scenario, raise the same or similar legal issues and seek similar relief.
    • Mass Filing Administration. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including Informal Dispute Resolution First Section.
      • To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. Clearstem will pay the Administrative Arbitrator’s costs.
      • The parties will work in good faith with the arbitrator to complete each Batch within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.
    • This Batch Process provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless Clearstem otherwise consents in writing, Clearstem does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Batch Process Section.
  • Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or Clearstem may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the earlier of the arbitration hearing or thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

    The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

  • Arbitration Costs. Except as provided for in a Mass Filing under the Batch Process Section above, your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.
  • 18-Month Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (with the exception of disputes for claims pertaining to intellectual property rights including trademarks, trade dress, domain names, trade secrets, copyrights and patents under Exceptions to Arbitration), must be filed within eighteen (18) months after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under the Informal Dispute Resolution First Section above.
  • Opt-Out. You may reject this Arbitration Clause and opt out of arbitration by sending an email to opt-out@clearstem.com within thirty (30) calendar days of first accepting these Terms. If you have an Account, your opt-out notice must be sent from the email address associated with your Account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your Account (if you have an Account), and a clear statement that you decline this Arbitration Clause.
  • Severability. Except as provided in the Class Action Waiver Section above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Clearstem. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction, including, without limitation, those rights or obligations relating to your Account and any information i) that you provide, or that has been provided on your behalf to Clearstem, or ii) that has been collected by Clearstem in connection with our business operations or through the Services.

No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” The word "or" as used in these Terms is not exclusive.

This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Clearstem relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Clearstem relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Clearstem will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.


Clearstem Ambassador Program

We offer an Ambassador Program (“Program”) through which select individuals can earn certain benefits for promoting Clearstem’s products and mission of empowering informed choices for healthier, happier skin.

Membership & Eligibility

You must be 18 years or older and have a valid Clearstem Account in order to be eligible for the opportunity to become an ambassador (“Ambassador”). No purchase is necessary for eligibility.
You must meet the above criteria and submit an application to us in order to become an Ambassador We will notify you if your application is accepted and you will be an Ambassador once we do so. BY APPLYING TO BE AN AMBASSADOR, YOU AGREE TO BE BOUND BY THESE TERMS.

Obligations; Commissions; Rewards

In order to receive the Commissions and Rewards (defined below) associated with being a Clearstem Ambassador, you must fulfill the promotional obligations communicated to you by our Partnerships Manager to Clearstem’s satisfaction, determined in its sole and absolute discretion. If Clearstem determines that you failed to perform one or more of these obligations, you will no longer be eligible for Rewards and Clearstem may terminate your role as an Ambassador. You will, however, still receive Commissions from affiliate links or promo codes shared in accordance with our instructions prior to any failure to perform, unless and until Clearstem terminates your Ambassador status.

Ambassadors earn a commission on each order placed by consumers directed to Clearstem by an Ambassador affiliate link or any other method Clearstem may devise to measure orders driven by a particular Ambassador (“Commissions”). As of the Last Update date above, there is no cap on the total commissions an Ambassador can earn from each order attributed to their promotions.

As mentioned, Ambassadors enjoy a variety of rewards made available by Clearstem in its sole discretion from time to time (“Rewards”). As of the Last Update date above, Ambassador Rewards may include discounts on select products, complimentary samples and products, invitations to exclusive Clearstem events, social media collaborations with us, and first access to new product launches and campaigns. The type, timing and availability of any Rewards may change at any time without notice.

All Rewards are non-transferable, have no cash value (unless required by law) and cannot be sold, returned or exchanged for cash, another product, or gift cards unless otherwise stated by Clearstem. Clearstem is not responsible for lost, stolen or damaged Rewards. Certain Rewards may only be available to and/or shipped to addresses in certain jurisdictions, like the US or Canada.

You are solely responsible for any taxes incurred by you relating to the receipt of Commissions and Rewards. And we may, in our sole discretion, alter, limit, or modify the rules, regulations, benefits, and eligibility for being an Ambassador without prior notice except as expressly set out in these Terms or required by applicable law.

Ambassador Personal Information

If you apply to be an Ambassador in the Program, any information collected from you will be used and disclosed by us as indicated in our Privacy Policy and these Terms. We may also share that information with our third-party Ambassador Program management partner(s) so you can enjoy the benefits of being a Clearstem Ambassador. Any information you personally supply to our third-party Ambassador Program management partner(s) will be used and disclosed in accordance with that partner’s policies, not Clearstem’s.

Changes & Removal From the Program

Clearstem may, in its sole discretion, alter, limit, or modify the Program rules, regulations, benefits, Rewards, eligibility to become an Ambassador, or any other feature of the Program (including assigning any of its obligations to customers under the Program at any time to another person or entity, without recourse) or may terminate the Program any time at its sole discretion, without prior notice except as expressly set out in these Terms or required by applicable law. If we choose to, we may post any such changes on https://clearstem.com/pages/brand-ambassadors. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING SUCH CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES.

Clearstem reserves the right to exclude individuals from the Program or revoke Rewards and Commissions in its sole but reasonable discretion. In particular, any abuse, manipulation or "gaming" of the Program or its rules (as determined by Clearstem), failure to follow these Terms or any terms of the Program, Ambassador inactivity, any misrepresentation or any conduct detrimental to the reputation or interests of Clearstem (not otherwise protected by law) may subject you to revocation of your right to receive Program benefits and will affect eligibility for further participation in the Program. Your status and rights as an Ambassador are non-transferable. If your Ambassador status is revoked or otherwise canceled, any Benefits and Commissions will automatically expire. We reserve the right to make changes to our website and these Terms at any time. It is your responsibility to check or review these Terms from time to time to keep informed of any changes.

FTC Endorsement Guidelines

You represent and warrant that you will comply with all laws and regulations regarding endorsements, testimonials, or other promotional activities you engage in pursuant to your Ambassador obligations, including that you will (a) make only accurate statements that represent your genuine experience with any product, good or service and (b) make all required disclosures pursuant to the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC. For more information on complying with the FTC’s guidance, visit this link.


Acceptable Use Policy

Last Update: September 20, 2024
This Acceptable Use Policy (this “Policy”) supplements our Terms of Service (the “Terms”) by describing prohibited uses of our Services. Those Terms generally govern your use of the websites and online services operated by Clearstem Skincare, Inc. (“Clearstem”, “we” or “us”). All capitalized terms used but not defined in this Policy are defined in the Terms.

Unacceptable Uses.

While using the Services, you may not:
  • download, modify, copy, distribute, transmit, display, perform, reproduce, publish, or offer for sale any information obtained from or through the Services;
  • duplicate, decompile, reverse engineer, disassemble or decode the Services, or attempt to do any of the same;
  • use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  • use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify or affect the Services;
  • exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
  • access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services, or attempt to do so;
  • circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  • use any robot, spider, crawler or other automatic device, process, software or query to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
  • introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
  • use the Services for illegal, harassing, unethical, or disruptive purposes;
  • violate any applicable law or regulation in connection with your use of the Services; or
  • access or use the Services in any way not expressly permitted by these Terms.

Updating this Policy

As described in the Terms, we may update this Policy at any time in our sole discretion. If we make substantial changes to this Policy, we will do our best to notify you, by providing notice through the Services, and by updating the Last Update date above. By continuing to access or use the Services after the Last Update date, you accept the current Policy terms. If you do not accept a change to the Policy, you must stop accessing and using the Services immediately. You may contact us with any issues regarding this Policy.