Terms of Service

CEPHAMORE, INC.

TERMS OF USE AND END USER LICENSE AGREEMENT

These Terms of Use and End User License Agreement (these “Terms” or this “Agreement”) govern access to and use of Cephamore’s website at www.cephamore.com (the “Website”), proprietary software-as-a-service application (the “SaaS Application”), mobile application (the “Mobile App”), and related services, features, and content (collectively, the “Services”). This Agreement is between Cephamore, Inc., a Delaware corporation, and each Coach and Coaching Client who accepts or uses the Services. “Cephamore,” “we,” “us,” and “our” mean Cephamore, Inc. and its subsidiaries and affiliates. “You” and “your” mean the applicable Coach, Coaching Client, or other User.

The SaaS Application enables Coaches to manage coaching relationships, assign and track goals and tasks, review check-ins and progress, and communicate with Coaching Clients. The Mobile App enables Coaching Clients to complete check-ins, review goals and tasks, and communicate with their Coach through two-way messaging. The Services are communication and data-management tools and do not themselves provide coaching, medical care, or other professional services.

Please read these Terms carefully before you start to use the Website or Services. By using the Website or Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy incorporated herein by reference (“Privacy Policy”) available at https:/www.Cephamore.com/privacy-policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Services.

2.1 Geographic Restriction. The SaaS Application and Mobile App are intended solely for use in the United States. You may not access or use the Services from another country or jurisdiction, and by using the Services you represent that you are located in the United States.

2.2 Age Requirement. This Website and Services are offered and available to users who are 18 years old or older. By using this Website or Services you represent and warrant that you are of legal age to form a binding contract with Cephamore. If you are not 18 years old or older, you must not access or use the Website or Services.

2.3 Account Registration; Coach-Client Linking.

2.3.1 Registration and setting up an account are required to view most User Data as part of the Services, to use certain functionality of the Services, to post User Data and to participate in programs we may sponsor from time to time.

2.3.2 There are no sign-up or registration fees for Users of the Mobile App currently; however, the SaaS Application is fee based and coaches pay a fee to access and use the Services, and your Coach may charge you for their services, including those delivered using, through, or with the assistance of the Mobile App or SaaS Application. Coaches accessing the SaaS Application are subject to the subscription fees and payment terms set forth in the applicable Subscription Agreement, cancellation or registration fees. To access all of the features of the Services your account must be associated with an active SaaS Application account, typically belonging to your Coach.

2.3.3 Coaches can invite you by adding you on their coaching portal, which will send an email to you with a link to download the mobile app which then provides you with a unique 6-digit code to link to the coach. If you delete your account, Cephamore will notify your Coaches that you have deleted your account and that you will be changed to “inactive” on your portal, but all previous check-ins, goals, and messages will not be deleted from Your portal unless you choose to delete the account fully. If you choose to delete your account fully your access to the Mobile App will be terminated immediately. Coaches will be notified you are deleting your account and coaches can manually delete your account from their SaaS Application interface.

2.3.4 To register, you will have to create an account. You will be asked to register with Cephamore and select a password and username (for example, “Cephamore Member1”). You shall provide Cephamore with accurate, complete, and updated registration information. For a full listing of all information We collect from you please see our Privacy Policy. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. You may not (i) select or use, as a user name, a name of another person with the intent to impersonate that person; (ii) use, as a username, a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. Cephamore reserves the right to refuse registration of, or cancel an account in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Cephamore immediately of any breach of security or unauthorized use of your account. Although Cephamore will not be liable for your losses caused by any unauthorized use of your Cephamore account, you may be liable for the losses of Cephamore or others due to such unauthorized use. All registration information provided by you shall be subject to Cephamore’s Privacy Policy or any successor thereto. You also have the ability to sign into the App using your Google, Facebook or Apple accounts.

2.4 Licenses

2.4.1 Subject to your compliance with this Agreement and, for Coaches, timely payment under the applicable Subscription Agreement, Cephamore grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the portions of the Services applicable to your role.

2.4.2 A Coach may access and use the SaaS Application for the Coach’s internal business purposes and to manage authorized Coaching Clients. A Coaching Client may access and use the Mobile App solely for personal, non-commercial interaction with an applicable Coach and use of the Client-facing Services.

2.4.3 Cephamore may modify, suspend, or discontinue any feature of the Services, or limit access to any portion of the Services, at any time, including for maintenance, security, legal, or operational reasons.

2.5 User Data, Privacy and Consent.

2.5.1 You retain ownership of your User Data, subject to the rights of any third party that owns or has rights in that User Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and permissions relating to User Data that you submit or make available through the Services.

2.5.2 You represent that you have all rights, permissions, and consents necessary for Cephamore to receive, host, use, transmit, and process your User Data as contemplated by this Agreement. A User is responsible for all actions taken using that User Data and for any disclosure or sharing authorized by that User.

2.5.3 By using the Mobile App, a Coaching Client expressly consents to Cephamore sharing and transmitting the Client’s User Data to the applicable Coach. That sharing is integral to the Mobile App and cannot be disabled while the Client uses the Coach-linked Services. A Coach may access Client User Data through the SaaS Application as necessary to provide the Coach’s services.

2.5.4 Cephamore may collect and use technical data and related information about a Device, system, peripherals, and use of the Services to provide, maintain, secure, update, support, analyze, and improve the Services. Cephamore may use service providers and third-party systems to perform these functions and may create and use aggregated, de-identified, or anonymous information for lawful business, research, and development purposes. You give consent to Cephamore to use such data when integrating with third party company systems to perform services on Cephamore behalf relating to the functionality of the Services.

2.5.5 User Data may include names, contact information, profile information, messages, individually identifiable health information, or other personally identifiable information supplied by a User. Cephamore will handle such information in accordance with the Privacy Policy and applicable law. Cephamore does not directly collect, process, or store payment-card information; Stripe or an applicable Mobile App Provider performs those payment functions.

2.5.6 Every User's registration data and various other personal information are strictly protected by Cephamore’s Online Privacy Policy (see the full Privacy Policy at www.cephamore.com/privacy-policy). As a User, you herein consent to the collection and use of the information provided, including the transfer of information within the United States for storage, processing or use by Cephamore and/or our subsidiaries and affiliates. Cephamore may retain, disclose, or delete User Data as described in the Privacy Policy, as necessary to provide the Services, or as required or permitted by law. For the treatment of User Data following termination or account deletion, see Section 18.4.

3.1 Use of the Website and Services may be available through a compatible mobile device (“Device”), Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. When using the App and Services, you are responsible for ensuring that your use of the App and Services is in compliance with all applicable laws in the states you reside or do business in.

3.2 When using Your Devices hereunder: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Cephamore shall make available the Mobile App for installation on Your Device. Cephamore hereby grants you a personal, non-exclusive, non-transferable license to install and use the Mobile App on Your Device solely for the purpose of seeking to use the Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Mobile App (or any data associated therewith) with any third party. You agree that: (i) use of the Mobile App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Mobile App on Your Device as an interface with the Services may consume very large amounts of data through the data plan. CEPHAMORE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

3.3 Downloading Mobile App. You may access the Mobile App which can be downloaded from an applications store or applications distribution platform, such as the Apple Mobile App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the Mobile App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the Mobile App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.

3.4 In-App Purchases. Through the Services, all of your purchases while using the App are done through either the Apple store or the Google Play service and you are agreeing to their respective Terms and Conditions. Cephamore does not directly collect, process, or store credit card or payment card information. For In-App Purchases, payment is processed through the Apple Store or Google Play. (http://www.apple.com/legal/internet-services/itunes/us/terms.html; http://play.google.com/intl/en_us/about/play-terms.html). Cephamore is not a party to any In-App Purchase.

3.5 Subscription Changes and Price Modifications

3.5.1 Adjustment of Subscription Terms. We reserve the right, at our sole discretion, to modify, suspend, or terminate any subscription service or replace, change, or update any part of these subscription terms at any time. This includes, but is not limited to, changing the scope of the subscription services, subscription fees, billing methods, and service features.

3.5.2 Price Changes. We may adjust the pricing for our subscription services at any time at our sole discretion. Any price changes will take effect following email notice to you or an announcement on our service platform. Notwithstanding the foregoing, any price changes during a Founding Coach’s Price-Lock Period are subject to the price-lock protections set forth in the Subscription Agreement. The price-lock applies only to the base subscription tiers specified in the Founding Coach Pricing Schedule and does not extend to future products, premium features, add-ons, usage-based services, transaction-based services, or other standalone offerings, which may be priced separately at Cephamore’s discretion.

3.5.3 Notification of Changes. We will provide advance notice before any new subscription terms or price changes take effect. Notification will be sent to the email address associated with your account or will be prominently displayed on our service platform.

3.5.4 Continued Use After Changes. Your continued use of the subscription service after the notice period constitutes your acceptance of the changes. If you do not agree with the changes, you have the right to cancel your subscription before the new terms or prices take effect.

3.5.5 Cancellation Rights. If you do not wish to continue with the subscription under the new terms or pricing, you may cancel your subscription by following the cancellation procedures provided in your account settings or as otherwise provided in our service communications.

3.5.6 Effect of Cancellation. Upon cancellation, you will lose access to the subscription services after the end of your current billing cycle, and no further charges will be applied to your account for the canceled subscription service.

3.5.7 Purchases & Cancellation Rights.

(A) Subscriptions. Currently, to access all of the features as a User of the Services you are not required to pay a monthly subscription fee, but must be associated with an active SaaS account. Coaches are required to pay a monthly fee to access and use the Services. Founding Coaches’ subscription fees during the Price-Lock Period are governed by the Founding Coach Pricing Schedule set forth in the Subscription Agreement, and the price-lock exclusions for future add-ons, usage-based services, and standalone offerings described therein shall apply.

All cancellations will take effect starting at the end of the then current billing period. For example, if you have a monthly subscription that began on the first of the month but canceled mid-month, your cancellation will be effective as of the end of that month.

You may uninstall Services paid applications at any time at your discretion. All purchases of paid applications are non-refundable.

(B) Automatic Renewal

Paid subscriptions to the Services are auto-renewing. You will be charged the stated subscription amount for the subscription period upon completion of your registration and submission of your payment information to Cephamore’s third-party payment processor, Stripe, or, if applicable, at the end of your free trial period if you have not canceled at least 24 hours in advance of the expiration of the trial period. You hereby agree to and authorize automatic (recurring) billing through Stripe, and you agree to pay the charges made to your account in connection therewith. Cephamore does not directly collect, process, or store your payment card information; all such information is collected and securely maintained by Stripe in accordance with applicable Payment Card Industry Data Security Standards (PCI-DSS). You will be billed at the then-current applicable subscription price plus any applicable taxes. Payments for renewal subscriptions are processed using the same billing cycle as your current subscription. Subscription fees may change at any time, to the fullest extent permitted under applicable law. Your subscription, and monthly billing of your account, will continue indefinitely until canceled by you in accordance with the Cancellation section of this Agreement.

(C) Founding Coach Offer — Complimentary Period and Automatic Conversion.

If You are a Coach participating in the Founding Coach Offer, You will receive a Complimentary Period of three (3) months of access to the Services beginning on Your Account Activation Date, as described in the Subscription Agreement. A valid payment method (credit card) is required at enrollment. By providing a valid payment method, You authorize Stripe, Cephamore’s third-party payment processor, to securely store Your payment information and process charges upon automatic conversion to a paid subscription at the end of the Complimentary Period. Cephamore does not directly collect, process, or store Your payment card information. At the end of the Complimentary Period, Your subscription will automatically convert to a paid subscription at the applicable Founding Coach Pricing Schedule rate unless You cancel prior to the conversion date. The Complimentary Period, automatic conversion, and related payment terms are governed in full by the Subscription Agreement.

3.6 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services, Website, any Content of any kind or any Cephamore Data in any way; (b) modify or make derivative works based upon the Services or Website; (c) improperly use the Services or Website, including creating Internet “links” to any part of the Services or Website, “framing” or “mirroring” any part of the Services or Website on any other websites or systems, or “scraping” or otherwise improperly obtaining data or content from the Services or Website; (d) reverse engineer, decompile, translate, or disassemble the Services or Website, or attempt to extract the source code thereof, except to the limited extent applicable laws specifically prohibit such restriction; (e) send spam or otherwise duplicative or unsolicited messages; or (f) remove, alter, or obscure any proprietary notices, labels, or marks on the Services, Website, or any Cephamore Content. In addition, you shall not, and shall not allow any other party to, access or use the Services or Website to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services; or (iv) attempt to gain unauthorized access to the Services or its related systems or networks.

3.7 Intellectual Property and Ownership. The Services, Cephamore Content, Usage Data, software, interfaces, designs, and all related intellectual property rights are owned by Cephamore, its affiliates, or their licensors. Neither this Agreement nor your use of the Website, Services, Website or Cephamore Data conveys or grants to you any rights in or related to the Services, Website or Cephamore Data, except for the limited licenses expressly granted in this Agreement. Other than as specifically permitted by the Services in connection with the Services, you are not permitted to use or reference in any manner Cephamore, its Affiliates’, or their respective licensors’ names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Cephamore Marks and Names”) for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Cephamore Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services. Cephamore does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

4.1 As a condition of use, you agree not to use the Services for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as U.S. copyright laws). Any unauthorized use of the Service is expressly prohibited.

4.2 By way of example, and not as a limitation, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Data using any communications service or other service available on or through the Services, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or (ii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or (iii) misrepresents the source or identity of any content; or (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or a chain letter, a pyramid scheme or any other similar solicitation; or (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Cephamore or any third party; or (vi) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Cephamore; or (vii) constitutes an offer, for sale or otherwise, of firearms, explosives, weapons, tobacco products, controlled substances, pharmaceutical products, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause Cephamore to violate any applicable law or regulation; or (viii) interferes with the ability of any other user to access and make use of the Services. Cephamore may, but has no obligation to, monitor your use of the Services and terminate your account for violation of the above.

4.3 You don't have to disclose your identity while using the Services, but you must provide us with accurate and up to date information (including registration information), which may include providing personal data. Also, you may not impersonate someone or something you aren't, and you can't create an account for someone else unless you have their express permission. You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose You can't violate (or help or encourage others to violate) these Terms or our policies. You can't attempt to create accounts or access or collect information in unauthorized ways. This includes creating accounts or collecting information in an automated way without our express permission. You can’t sell, license, or purchase any account or data obtained from us or our Services. This includes attempts to buy, sell, or transfer any aspect of your account (including your username); solicit, collect, or use login credentials or badges of other users; or request or collect Cephamore usernames, passwords, or misappropriate access tokens. You can't post someone else’s private or confidential information without permission or do anything that violates someone else's rights, including intellectual property rights (e.g., copyright infringement, trademark infringement, counterfeit, or pirated goods).

4.4 You may use someone else's works under exceptions or limitations to copyright and related rights under applicable law. You represent you own or have obtained all necessary rights to the content you post or share while using the Services. You can't use a domain name or URL in your username without our prior written consent.

4.5 Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in Cephamore sole discretion, an unreasonable or disproportionately large load on Cephamore infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Cephamore may use to prevent or restrict access to the Service, other accounts, or computer systems or networks connected to the Service; or (iv) interfere with any other user’s enjoyment of the Service, including, without limitation, accessing an account of a Cephamore user that is not yours.

4.7 You shall not launch or otherwise use any robot, spider, scraper or other automated means to create an account or access the Services in a manner which sends more request messages to the Cephamore server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials; provided, that we reserve the right to revoke these exceptions either generally or in specific cases.

4.7 You agree that you will not harvest or collect information from the Services, including, without limitation, information about other users of the Services. The use of any information learned through the Services is limited to the express purposes set forth in these Terms; all other uses are strictly prohibited.

If you select a username or similar identifier for your account, we may change it if we believe it is appropriate or necessary (for example, if it infringes someone's intellectual property or impersonates another user). If you use content covered by intellectual property rights that we have and make available in our Services (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours). You can only use our intellectual property and trademarks or similar marks as expressly permitted herein or with our prior written permission.

This Website and the Mobile App may feature information, materials, products, and services provided by your Coach or and/or other third parties, which may include content providers, payment processors, advertisers, and other users (collectively, the “Third Party Information”). All such information, materials, products, and services made available by a third party are those of the third party and not us. We make no representation or warranty with respect to, nor do we guarantee or endorse, and we disclaim any express or implied warranty relating to, the accuracy, completeness, quality, timeliness, non-infringing nature, legality, condition, or reliability of any Third Party Information, materials, products, or services.

You agree that we have no responsibility or duty to review, pre-screen, or approve, and that we shall not be responsible or liable for, any Third Party Information, materials, products, or services or any loss or damage of any kind suffered by you or any third party arising out of or relating to any of them. If you choose to communicate or contract with any third party, or use any information, materials, services or products of any third party, you agree that you will address any issues or disputes regarding such matters directly with the third party, and not us. You acknowledge that your participation in any services provided by a third party or purchase of any product from a third party will constitute your consent to such third party's terms of service or terms of use with respect to such service or product.

This Website or Services may contain links, inline frames, feeds, embedded content to or from websites (collectively, “Third Party Links” or “Links”) operated by parties, including your Coach, other than Cephamore. Such links are provided for your convenience only, and do not indicate any endorsement of the material on such websites or any association with their operators. You agree that Cephamore is not responsible or liable for such websites, the availability or contents of such websites, any products or services they offer, or any damages any of the foregoing may cause you.

IN NO EVENT SHALL CEPHAMORE BE LIABLE FOR ANY DAMAGES SUFFERED BY A WEBSITE USER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ANY LINKED SITE OR THIRD PARTY LINKS OR RELATED SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER CEPHAMORE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.

The Website utilizes Google Maps, Google Translate and related content licensed to us by Google and its licensors. By using the Google Maps and Google Translate features available on the Website, you are agreeing to be bound by the applicable policies, Terms of Use of Google.

Cephamore consents only to links to this website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Website or use other techniques that alter in any way the visual presentation or appearance of any content within this Website; (b) misrepresent your relationship with Cephamore; (c) imply that Cephamore approves or endorses you, your website, or your service or product offerings; and (d) present false or misleading impressions about Cephamore or otherwise damage the goodwill associated with Cephamore’s name or trademarks. As a further condition to being permitted to link to this Website, you agree that Cephamore may at any time, in its sole discretion, terminate permission to link to this Website. In such event, you agree to immediately remove all links to this Website and to cease any related use of Cephamore trademarks.

Content (“Content”) on our website or Services may be produced by other users and other third parties (“third party content”) and may contain content or materials (“materials”) from publishers or other Users. Whether that Content is posted publicly or sent privately, the Content is the sole responsibility of the person or organization that submitted it. Although Cephamore reserves the right to review all Content that appears on the website or Services and to remove any Content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Website or Services.

Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by Users and third parties, including information providers or any other users of the Website or Services, are those of the respective author(s) or distributor(s) and not of Cephamore.

You are responsible for your use of the Website and Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. As such, you should only provide Content that you are comfortable sharing with others.

Any use or reliance on any Content or materials posted via the website or Services or obtained by you through the website or Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the website or Services or endorse any opinions expressed via the website or Services. You understand that by using the website or Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Website or Services and, we cannot take responsibility for such Content.

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

Through these Terms, we make clear that we do not want the Website or Services put to bad uses. But because we do not review all content, we cannot guarantee that content on the Website or Services will always conform to our Terms.

You may be able to post User Content. You must not post any User Content that is threatening, abusive, unlawful, misleading, fraudulent, discriminatory, libelous, defamatory, obscene or otherwise objectionable, or that contains ethnic, sexual, racial or other discriminating slurs. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, solicitations, advertisements, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or encourages or causes spamming or flooding.

You are prohibited from posting any User Content containing state, government or federal identification information or numbers (whether your own or of another person), such as national identification number, social security number, passport number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information could possibly cause identity theft. Cephamore may remove any such identification information, but we are under no obligation to do so and have no responsibility and disclaim all liability or damages for any user posting of such identification information.

Cephamore reserves the right to disclose all User Content and other relevant or related information, and the circumstances surrounding their transmission, to any third party in connection with operating the Site and Services; to protect itself, its affiliates, its partners and its users or visitors; and to comply with legal obligations or governmental requests. What this means is that we may honor law enforcement or court-mandated requests such as subpoenas or search warrants to reveal a user’s electronic address and identity, or other properly requested information.

Although we have no obligation to do so, we may monitor User Content, and reserve the right to delete any User Content or portion thereof that, in Cephamore’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific area of the Site or Services on which it is posted, or that is an advertisement, or other commercial message, or that Cephamore determines in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, we encourage you to report the content or conduct to us so that we may have the opportunity to consider whether to remove the content or not. Just so there is no ambiguity in these Terms of Use, Cephamore does not have any obligation to remove any User Content, and whether User Content is deemed to be inappropriate or violates any Cephamore policy will always remain within the sole discretion of Cephamore.

Please take note of the following: Section 230 of the U.S. Communications Decency Act provides that: (1) Treatment of publisher or speaker – No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider. (2) Civil liability No provider or user of an interactive computer service shall be held liable on account of: (A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or (B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Services or your User Data or User Content or receive assistance from Cephamore support teams; and (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken. Please note that if your Account is canceled, we do not have an obligation to delete or return to you any User Data or Content you have posted to the Services, including, but not limited to, any reviews.

We can remove any User Data or Content or information you upload, post or share on the Services if we believe that it violates these Terms of Use, or we are permitted or required to do so by law. We can refuse to provide or stop providing all or part of the Services to you (including terminating or disabling your access to the Services) immediately to protect our community or services, or if you create risk or legal exposure for us, violate these Terms of Use or our policies if you repeatedly infringe other people's intellectual property rights, or where we are permitted or required to do so by law. We can also terminate or change the Services, remove or block content, User Data, User Content or information posted or shared on our Services, or stop providing all or part of the Services if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts on us. If you believe your account has been terminated in error, or you want to disable or permanently delete your account, contact us at: info@Cephamore.com. 163 Madison Avenue Suite 220-37, Morristown, NJ 07960.

The treatment of User Data following termination, expiration, or account deletion, including applicable retrieval periods and deletion timelines, is set forth in Section 18.4.

If you delete or we disable your account, these Terms shall terminate as an agreement between you and us, but this section and the section below called “Our Agreement and What Happens if We Disagree” will still apply even after your account is terminated, disabled, or deleted.

11.1 Cephamore is committed to safeguarding your privacy online. Please review our privacy policy. www.Cephamore.com/privacy-policy

11.2 Subject to applicable law, Cephamore and its Affiliates may, but shall not be required to, provide to you and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information you submit about yourself) and any Cephamore Data) about you provided hereunder if: (a) there is a complaint, dispute or conflict between you and another user or third party accessing your account; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Cephamore or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Cephamore or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Cephamore or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Cephamore or its Affiliates, the Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Cephamore or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, legally actionable or otherwise objectionable activity); or (e) it is required or necessary, in Cephamore or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Services. You understand that Cephamore may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

11.3 Cephamore and its Affiliates may collect your personal data during the course of your application for, and use of, the Services. Except as restricted by other provisions of this Agreement, such information may be stored, processed, transferred, and accessed by Cephamore and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Cephamore’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

Cephamore respects the rights of copyright holders. We reserve the right to terminate the access, profile or agreement with any user of the Services who infringes third party copyright or other third party intellectual property rights upon prompt notification to us by the third party rights holder or its legal agent. Without limiting the foregoing, any person who or which believes that his, her or its intellectual property has been copied and posted via the Services in a way that constitutes infringement shall provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the Services of the property that is claimed to be infringed; (c) a written statement by such person that he, she or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf. Notices to us regarding any alleged infringement should be directed to: info@cephamore.com.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Services, please notify Support, at: info@cephamore.com, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing: An electronic or physical signature of a person authorized to act on behalf of the copyright owner; Identification of the copyrighted work that you claim is being infringed; Identification of the material that is claimed to be infringing and where it is located on the Services; Information reasonably sufficient to permit Cephamore to contact you, such as your address, telephone number, and e-mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Promptly after receipt of a valid removal notification, we will remove or disable access to the allegedly infringing content. We will also notify the party that posted it of your claim that the material is infringing and will give that party an opportunity to send us a written counter-notification, which may result in us re-posting the content if we believe that it is not infringing.

Any DMCA requests and any other feedback, comments, requests for technical support or other communications should be directed to customer service at: info@Cephamore.com.

14.1 Each party acknowledges and agrees that in the performance of this Agreement and/or use of services pursuant to it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Cephamore Data, User IDs, User information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) either (x) that such party designates as being proprietary or confidential, or (y) of which the other party should reasonably know that it should be treated as confidential.

14.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents, service providers and personal representatives (“Permitted Persons”) as necessary to perform and/or use services pursuant to this Agreement, provided that Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof, and provided further that the party disclosing the Confidential Information to its Permitted Persons is responsible for the conduct of such Permitted Persons; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Cephamore, its internal record-keeping requirements).

14.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the Term will not enter into, any agreement that would prevent you from complying with this Agreement; (c) you will comply with all applicable laws, rules and policies in your performance of this Agreement, and (d) you will not invite any non-User to participate with you in any Cephamore Services you accept hereunder.

User Interaction Risks. You are solely responsible for all of your interactions with all Users of the Services that you contact, or that contact you. Be advised that there are risks, including but not limited to the risk of physical harm, robbery, or assault that could occur when dealing with strangers, including persons who may be acting under false pretenses. Please use caution with regard to the information you elect to share as part of your User Profile or in any communication you engage in with any other Users through the Services. You should only list the contact information that you are comfortable disclosing as a User of the Services.

No Background Checks. BE ADVISED THAT CEPHAMORE HAS NO DUTY TO PERFORM AND SHALL NOT PERFORM ANY CRIMINAL BACKGROUND CHECKS, CRIMINAL RECORD CHECKS OR SEX OFFENDER CHECKS PERTAINING TO ANY USER THAT MIGHT USE THE SERVICES OR ANY COACHES THAT YOU MIGHT INTERACT WITH IN YOUR USE OF THE SERVICES. Be careful with interacting with people on or off of CEPHAMORE. CEPHAMORE is not responsible for the actions of its users or your interactions with them. We do not conduct background checks. There is no guarantee that neighbors, people in your community, strangers, and CEPHAMORE users are good, kind, and loving people.

Content on The Services. You understand that by using the Services you may be exposed to User Data from a variety of sources, and to content from various publishers, as well as to Cephamore Content, and that Cephamore is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content or User Data. You further understand and acknowledge that you may be exposed to content or User Data that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Cephamore with respect thereto. You acknowledge and agree that the views expressed through the Services reflect those of the individual contributors and not necessarily those of Cephamore. You acknowledge that CEPHAMORE has no control over, and no duty to take any action regarding: which users gain access to or use the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA; what affects the content on or in connection with the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA may have on you; how you may interpret or use the content on or in connection with the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA; or what actions you may take as a result of having been exposed to the content on or in connection with the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA. You release CEPHAMORE from all liability for you having acquired or not acquired content or information through the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA. The WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA may contain, or direct you to sites containing information that some people may find offensive or inappropriate. CEPHAMORE makes no representations concerning any content contained in or accessed through the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA, and CEPHAMORE will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA. CEPHAMORE makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.

Disclaimer of Warranties. CEPHAMORE AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA ON AN “AS IS” AND “AS AVAILABLE” BASIS. CEPHAMORE AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA WILL BE UNINTERRUPTED OR ERROR FREE. BY USING THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO USERS OR THIRD PARTIES THAT MAY POSE HARM OR RISK TO YOU OR OTHER USERS OR THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA. CEPHAMORE AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, OR OTHER USERS OR THIRD PARTIES.

ANY MATERIAL OR CONTENT ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CEPHAMORE OR THROUGH YOUR USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

CEPHAMORE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (A) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (B) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (C) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, CEPHAMORE DOES NOT REPRESENT OR WARRANT THAT (I) THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA WILL MEET YOUR REQUIREMENTS, (II) THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE, SERVICES AND MOBILE APP WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS, CLIENTS OR THIRD PARTIES THAT USE THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY OTHER USERS, OR THIRD PARTIES. YOU UNDERSTAND THAT CEPHAMORE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES OR TO REVIEW OR VET ANY SERVICES OFFERED BY ANY THIRD PARTIES. CEPHAMORE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. CEPHAMORE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES USING THE SERVICES.

Healthcare and Medical Disclaimer. THE SERVICES ARE INTENDED SOLELY AS COMMUNICATION AND DATA MANAGEMENT TOOLS TO FACILITATE INTERACTIONS BETWEEN YOU AND YOUR COACH. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT FROM YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. ANY INFORMATION RECEIVED BY USING THE SERVICES SHOULD NOT BE RELIED ON BY YOU TO SUGGEST A COURSE OF TREATMENT. USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP. THE SERVICES SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION, OR THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. INFORMATION INCLUDED IN THE CONTENT IS NOT EXHAUSTIVE AND DOES NOT COVER ALL DISEASES, AILMENTS, PHYSICAL CONDITIONS, OR THEIR TREATMENT. SHOULD YOU HAVE ANY HEALTHCARE RELATED QUESTIONS, CALL OR SEE YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER PROMPTLY. ALWAYS CONSULT WITH A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE STARTING OR ADJUSTING YOUR DIET, FITNESS, MEDICATION, OR SUPPLEMENT REGIMEN, OR EMBARKING ON A NEW TREATMENT. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE, OR DELAY IN SEEKING IT, BECAUSE OF SOMETHING YOU HAVE READ IN THE CONTENT. WE DO NOT DIRECTLY OR INDIRECTLY PRACTICE MEDICINE OR DISPENSE HEALTHCARE OR MEDICAL SERVICES AS PART OF THE SERVICES. THE SERVICES DO NOT MONITOR YOUR PARAMETERS IN REAL TIME OR ON AN ONGOING BASIS; AND DO NOT SERVE AS AN EMERGENCY MONITORING SERVICE. NO STATEMENTS MADE IN THE CONTENT HAVE BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION.

IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 911. If you need to talk to someone, please call the 988 Lifeline at https://988lifeline.org/.

No Service Guarantee. CEPHAMORE AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATION AND YOUR DEVICE, AND CEPHAMORE AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS. If there is a dispute between you and any such third party, you understand and agree that CEPHAMORE shall be under no obligation to become involved. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY, YOU HEREBY RELEASE CEPHAMORE, ITS OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SERVICES. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, AND/OR ANY SIMILAR PROVISION OF THE LAW OF ANY OTHER JURISDICTION, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

You understand and agree that CEPHAMORE enables users to use a two-way messaging service, and that CEPHAMORE has no liability for any damages you might suffer while using the two-way messaging service.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT, THIRD PARTY LINKS AND THE CEPHAMORE DATA, YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY LINKS, THIRD PARTY CONTENT AND THE CEPHAMORE DATA, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF CEPHAMORE OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER CEPHAMORE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CEPHAMORE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY, DEATH OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH USING THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY LINKS, THIRD PARTY CONTENT AND THE CEPHAMORE DATA; (E) THE USE OF OR INABILITY TO USE THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY LINKS, THIRD PARTY CONTENT AND THE CEPHAMORE DATA; AND (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA.

CEPHAMORE DOES NOT CONDUCT ANY CRIMINAL BACKGROUND CHECKS ON ANY USERS OR THIRD PARTIES INCLUDING COACHES THAT USE THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA AND YOU AGREE THAT CEPHAMORE IS NOT RESPONSIBLE OR LIABLE FOR THE CONDUCT OR ACTIONS OF ANY USERS OR THIRD PARTIES INCLUDING COACHES THAT YOU COME IN CONTACT WITH IN USING THE WEBSITE, SERVICES, THIRD PARTY LINKS, MOBILE APP, USER DATA, THIRD PARTY CONTENT AND THE CEPHAMORE DATA.

WE ARE ALSO NOT LIABLE FOR ANY DAMAGES YOU MAY SUFFER CAUSED BY A CYBERATTACK, DATA BREACH, DATA INCIDENT, RANSOMWARE ATTACK AND/OR MALWARE ATTACK WHILE USING THE SERVICES.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF CEPHAMORE AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY LINKS, THIRD PARTY CONTENT AND THE CEPHAMORE DATA, OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, SERVICES, MOBILE APP, USER DATA, THIRD PARTY LINKS, THIRD PARTY CONTENT AND THE CEPHAMORE DATA OR IN CONNECTION WITH ANY SERVICES OFFERED BY CEPHAMORE OR ANY THIRD PARTIES OR INTERACTIONS WITH ANY OTHER USERS OR THIRD PARTIES EXCEED ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU TO CEPHAMORE.

You shall indemnify, defend (at Cephamore’s option) and hold harmless Cephamore and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, claims, lawsuits, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Your use of the Services and Website; (b) your breach of your representations, warranties or obligations under this Agreement; (c) your user data; or (d) a claim by a third party directly or indirectly related to your use of the Website and Services.

18.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein (the “Term”).

18.2 Termination. Either party may terminate this Agreement without cause at any time upon seven (7) days’ prior notice to the other party. Cephamore may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the Service at any time, provided that all provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If you terminate your account, you may permanently lose access to all User Data you submitted to or through the Service.

18.3 Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Mobile App from any of Your Devices and stop using the Services. Outstanding payment obligations and Sections 2 through 19 shall survive the termination of this Agreement. Termination of these Terms of Use shall not affect any rights or obligations that have accrued under the Founding Coach Offer prior to termination. The Price-Lock Period and Founding Coach designation/badge provisions shall survive only to the extent and for the duration set forth in the Subscription Agreement. For Coaches, the cancellation and termination provisions of the Subscription Agreement shall govern in the event of any conflict with this Section 18.

18.4 Treatment of User Data After Termination or Account Deletion. Upon termination or expiration of this Agreement, or deactivation or deletion of your account, Cephamore may immediately deactivate your account. During the thirty (30) day period following termination, expiration, or deactivation, Cephamore shall grant you access to the Services for the sole purpose of retrieving any User Data that you wish to retain. After the 30-day retrieval period, Cephamore shall delete your account and remaining User Data from the Services, subject to the following: (a) it may take up to ninety (90) days to complete deletion after the deletion process begins, during which time User Data will no longer be visible to other users but remains subject to these Terms and the Privacy Policy; (b) it may take up to an additional ninety (90) days to remove User Data from backups and disaster recovery systems; and (c) User Data will not be deleted within the foregoing periods where: (i) such User Data has been used by others in accordance with a license granted hereunder and they have not deleted it; (ii) deletion is not technically feasible within such period, in which case deletion will be completed as soon as technically feasible; (iii) deletion would restrict Cephamore’s ability to investigate or identify illegal activity or violations of these Terms, protect the safety and security of the Services and users, comply with a legal obligation (including preservation of evidence), or comply with a request of a judicial or administrative authority, law enforcement, or government agency; or (iv) an emergency has been triggered through the Services’ safety features, in which case such records shall be retained for at least one (1) year. In all cases where deletion is delayed pursuant to clause (c), User Data will be retained for no longer than is necessary for the purposes for which it has been retained.

19.1 ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS.

19.2 Governing Law. By using Cephamore’s Website, Products or Services, you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Cephamore.

19.3 Disputes. ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE, AND CEPHAMORE’S SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN MORRIS COUNTY, NEW JERSEY EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION’S (“AAA”) CONSUMER RULES, EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.

YOU AND CEPHAMORE AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN MORRIS COUNTY, NEW JERSEY.

Except as otherwise expressly provided herein the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that no joint venture, partnership, or agency relationship exists between Cephamore and you. You have no authority to bind Cephamore or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Cephamore or its Affiliates.

21.1 Modification. In the event Cephamore modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance, in accordance with the terms of this Agreement, of the modified Agreement. Cephamore reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Services, or downloading, installing or using the Mobile App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fees and Fee Calculations. Continued use of the Services or Mobile App after any such changes shall constitute your consent to such changes.

21.2 Supplemental Terms; Terms of Service. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

21.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

21.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Cephamore may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Cephamore’s business, equity or assets.

21.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

21.6 Third-Party Beneficiaries. The parties hereby acknowledge and agree that Apple and its subsidiaries shall be third-party beneficiaries of this Agreement with the right to enforce it against You as third-Party beneficiaries. With the exception of Apple and its subsidiaries with respect to the Mobile App and the Services delivered in or through the Mobile App, there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

21.7 Notices. Any notice delivered by Cephamore to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Services. Any notice delivered by you to Cephamore under this Agreement will be delivered by contacting Cephamore at: info@Cephamore.com.

21.8 Contact Information. Direct any questions, complaints, or claims relating to the Mobile App or other Services to: info@Cephamore.com or by mail Cephamore, Inc. 163 Madison Avenue Suite 220-37, Morristown, NJ 07960.

21.9 English Language. Whereas the Website has a feature that enables translation of these Terms of Use into a language other than English, the Terms of Use will be governed by the English language version.

21.10 Waiver. Our failure to exercise or enforce any right or provision shall not affect our right to exercise or enforce such right or provision at any time thereafter, nor shall our waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

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Cephamore Community Guidelines (Revised September 2026)

Mission Statement

At Cephamore, we are committed to fostering innovation, creativity, and connection. Our mission is to create the safest and most secure environment for our users and their loved ones. To greatly decrease crime, assaults, sexual assaults, deaths, and car accidents.

General Conduct

• All content and behavior on the platform, including text, images, videos, and interactions, must adhere to all Community Guidelines.
• We prioritize safety and will act against content or behavior that risks causing severe harm.

Age Requirement:

Please note that in order to join our community, you must be at least 18 years old. By signing up, you acknowledge that you are 18 years of age or older.

Content Standards

Sexual Content and Exploitation

• Prohibit sexual exploitation, abuse, or any form of sexualization.
• No distribution or promotion of pornographic material.

Appropriate Content:

• Content must be suitable for the intended audience of the app.
• Content must not promote violence, hate speech, discrimination, or harassment.
• Content must not promote or glorify substance abuse or illegal drugs.

User-generated Content:

• If the app allows user-generated content, users must agree to community guidelines.

Harassment and Bullying

• No tolerance for bullying or harassment in any form.
• Prohibit sharing private content without consent and doxxing (search for and publish private or identifying information about (a particular individual) on the internet, typically with malicious intent)
• Encourage respect for others' requests to remove content featuring them.
• Content must not defame, bully, or harass individuals or groups.

Violence and Threats

• Ban content that promotes or glorifies violence, self-harm, or dangerous activities.
• Prohibit threats and intimidating behavior towards individuals or groups.

Misinformation and Deception

• Forbid spreading false or harmful information.
• No impersonation or deceptive practices aimed at misleading others.

Illegal Activities and Regulated Goods

• Do not use Cephamore for illegal activities, promoting drugs, weapons, or contraband.
• Prohibit the promotion of illegal or unauthorized regulated goods.

Hate Speech and Extremism

• No tolerance for content that supports terrorism, violent extremism, or hate speech.
• Ban discrimination based on race, gender, religion, and other protected characteristics.

Enforcement and Reporting

• Users can report violations through direct contact with our Trust & Safety team info@Cephamore.com. Here users will need to provide the name of the user and a picture or video to serve as evidence of the violation.
• Violations may lead to account limitations, or termination, with serious offenses reported to law enforcement.

Rights and Responsibilities

• Cephamore reserves the right to remove or restrict content and accounts that pose a threat to the community or individual safety.
• Users are encouraged to stay informed and adhere to the guidelines to maintain a positive and safe environment.

Privacy and Data Protection:

• Content must respect user privacy and adhere to the app's privacy policy.
• Personal or sensitive information must be handled securely and in accordance with privacy laws

These guidelines are established to ensure that Cephamore remains a space where users can freely interact and connect safely. We are committed to evolving these guidelines to meet the needs of our community and to uphold the integrity and purpose of the Cephamore platform.

Revised: September 15, 2026