1. General

A). Cellula Laboratories, a company incorporated under the provisions of the Companies Act 2013 and other applicable laws of India, having its registered address at 103, KM 15, Sector 134, Noida, Nagla Nagli, Uttar Pradesh-201304 India, (“Company”, “we”, “us”, “our” or “Cellula”) manages and operates a website/internet based platform located at the URL Cellulalab.com (including sub-domains and microsites) and mobile application/s under the brand name ‘Cellula’ (collectively referred to as the “Website/s”) where you can browse, access or use the Website and/or avail Services offered by us and/or transact on the Website (“User” or “Users” or “you” or “your”).

B). Your access or use of the Website, transaction on the Website and/or use of Services (as defined herein below) hosted or managed remotely through the Website, are governed by the following terms and conditions (hereinafter referred to as the Terms of Service”), including the applicable policies which are incorporated herein by way of reference. These Terms of Service constitutes a legal and binding contract between you (hereinafter referred to as “You”or “Your” or the “User”) on one part and Cellula on the other Part.

C). By accessing, browsing or in any way transacting on the Website, or availing any Services, You signify Your agreement to be bound by these Terms of Service. Further, by impliedly or expressly accepting these Terms of Service, you also accept and agree to be bound by Our policies, including the Privacy Policy, and such other rules, guidelines, policies, terms and conditions as are relevant under the applicable law(s) in India for the purposes of accessing, browsing or transacting on the Website, or availing any of the Services, and such rules, guidelines, policies, terms and conditions shall be deemed to be incorporated into, and considered as part and parcel of these Terms of Service. However, if You navigate away from the Website to a third party website, You may be subject to alternative terms and conditions of use and privacy policy, as may be specified on such website. In such event, the terms and conditions of use and privacy policy applicable to that website will govern Your use of that website.

D). The Website is an internet - based platform that facilitates
i.) Online purchase of pharmaceutical and/or healthcare products sold by various Third Party Sellers;
ii.) Online medical consultancy services/ second opinion being offered by Cellula Doctor Partners or Independent Doctor Partners;
iii.) Booking appointments for physical consultation through the Website;
iv.) Booking appointments / slots for diagnostic services offered by third party labs/ third party diagnostic services;
v.) Dispensation of health and wellness information but not medical advice to Users through our artificial intelligence facility (trained and untrained) and through other ways;
vi.) Online advertisements of various sponsors advertising and marketing their own good and services;
vii.) And may provide a customised bundle of services listed from subsection (ii to v) above, through a subscription model, wherein the End-user subscribed by paying a subscription fee and get bundle of services.
Collectively referred to as “Services”

E). You agree and acknowledge that the Website is a platform that You and Third-Party Service Providers utilize to meet and interact with another for affecting transactions. Cellula is not and cannot be a party to or save as except as may be provided in these Terms of Service, control in any manner, any transaction between You and the Third Party Service Providers.

F). Cellula reserves the right to change or modify these Terms of Service or any policy or guideline of the Website including the Privacy Policy, at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions on the Website and You waive any right You may have to receive specific notice of such changes or modifications, provided however that, we will inform You of such changes at least once a year. Your continued use of the Website will confirm Your acceptance of such changes or modifications; therefore, You should frequently review these Terms of Service and applicable policies to understand the terms and conditions that apply to Your use of the Website.

G). As a condition to Your access or use of the Website, transaction on the Website and/or use of Services of the Website, You must be 18 (eighteen) years of age or older to use or visit the Website in any manner. By visiting the Website or accepting these Terms of Service, You represent and warrant to Cellula that You are 18 (eighteen) years of age or older, and that You have the right, authority and capacity to use the Website and agree to and abide by these Terms of Service.

H). Further, You agree and acknowledge that if You are accessing or using the Website, transacting on the Website and/or using the Services on behalf of any body corporate, we assume you are doing such an act with authorisation, as per applicable law, from such body corporate. We will have sole discretion with respect to affecting any transaction where such transaction has been affected on lack of such authorisation.

2. Definitions

A). ‘Cellulalab Doctor Partner/s’ are Medical Experts who are employed or are in contractual relationship with Cellula to enable the provision of Services with respect to them to End – Users.

B). ‘End-User’ shall refer.
(i) To a patient, his/her representatives or affiliates, searching for accessing/using/ availing Services through the Website; or
(ii) Customer browsing/searching/using/accessing the Website to purchase Products.

C). ‘Independent Doctor Partners’ are Medical Experts who are not employed by Cellula and are consulting and/or acting on independent basis to enable the provision of Services with respect to them to End – Users.

D). ‘Medical Expert’ shall refer to medical professionals/doctor/registered medical practitioners (as per applicable laws) who are listed on the Website to enable the provision of Services with respect to them to End – Users and shall be distinguishable into include Cellula Doctor Partners and Independent Doctor Partners.

E). ‘Products” or “Product’ shall refer Third Party Seller Products.

F). ‘Third Party Sellers’ shall include the third party seller including distributors and/ or w holesalers and/or suppliers, pharmacies, dispensaries, importers, retailers, manufacturer and marketer and shall also include every Person who is selling their own products or Third Party Seller Products but in no circumstance include Cellula.

G). ‘Third Party Service Providers’ shall include Third Party Sellers, Independent Doctor Partners and Third Party Advertisers.

H). ‘User” or “User’s’ shall refer to the user of the Website and shall include End – Users, Third Party Sellers and Cellula Doctor Partners, Independent Doctor Partners.

3. USE OF SERVICES AND THE WEBSITE

A). E-Commerce Platform to facilitate transaction of business:
(i) Through the Website, Cellula facilitates the purchase and sale of pharmaceutical and/ or healthcare products, and services offered. You understand and agree that Cellula and the Website merely provide hosting, listing, browsing, visiting and accessing services to You. All Items offered for sale and/or all services offered on the Website by the Third Party Sellers (“Third Party Seller Products” and “Third Party Seller Products Services”, respectively and collectively shall refer to “Third Party Seller Products and/or Services”), and the content made available by the Third Party Sellers, are third party user generated contents and third party products and/or services. Cellula has no control over such third party user generated contents and/or Third Party Seller Products and/or Services. Further, Cellula in no capacity owns and controls any of the Products being sold on the Website. The authenticity, genuineness and quality of the Third Party Seller Products and/or Services made available by the Third Party Sellers through the Website shall be the sole responsibility of the respective Third Party Sellers. You understand and agree that Cellula shall have no liability with respect to the authenticity or genuineness or quality of the Third Party Seller Products and/or Services being facilitated through the Website.

(ii) You understand and agree that all commercial / contractual terms, with respect to the sale/ purchase/ delivery and consumption of the Third Party Seller Products and/ or Services which are offered by and agreed to between You and the Third Party Sellers and the contract for purchase of any of the Third Party Sellers Products and/or Services , which are offered for sale on the Website by the Third Party Sellers shall strictly be a bipartite contract between the Third Party Sellers and You.

(iii) The commercial / contractual terms include without limitation - price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to Third Party Seller Products offered for sale by the Third Party Sellers, and after sales services related to such Third Party Seller Products are as provided by the Third Party Sellers/ Third Party Service Providers. Cellula does not have any control over, and does not determine or advise or in any way involve itself in the offering or acceptance of, such commercial / contractual terms offered by and agreed to, between You and the Third Party Sellers and/or Third Part Service Providers.

(iv) In order to purchase Prescription Drugs from Third Party Sellers through the Website, You are required to upload a scanned copy of the valid prescription on the Website or email or whatsapp the same to Cellula. The order would not be processed and forwarded to the concerned Third Party Seller(s) by Cellula until it receives a copy of a valid prescription.

(v) Further, if such prescription has been obtained after medical consultation with Cellula Doctor Partner or Independent Doctor Partner, through the facility provided on the Website, Cellula shall have the right to check with such doctor for the authenticity of such prescription and on delivery of the Prescription Drugs, Cellula shall have the right to post an electronic stamp or a communication with respect to such delivery on such prescription. Furthermore, with respect to such order and prescription, Cellula shall have the right to store information or details (like quantity of Prescription Drugs ordered, date of order, subsequent order etc). Cellula shall maintain a record of all the prescriptions uploaded by the Users.

(vi) You further acknowledge and accept that, in the absence of the above, the concerned Third Party Seller would not dispense a substitute drug in place of the Prescription Drug.

(vii) We do not recommend or endorse any specific Medical Expert(s), tests, products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any information provided on the Website is solely at Your own risk. In case of any medical emergency, kindly contact Your nearest doctor/hospital or any related helpline.

4. Advertising Guidelines for the Website

(a) As part of the Services provided by Us; We facilitate and allow Third Party Advertisers to place advertisements on the Website (“Third Party Advertisements”). Accordingly, there are guidelines (as listed herein below) which the advertisers (Both Third Party and Cellula) have to follow for placing such advertisements. (the “Advertising Policy”).

5. Governing Law and Dispute Resolution

These Terms of Service and any contractual obligation between the Parties will be governed by the laws of India, without reference to the conflict of laws principles. Any legal action or proceeding related to Other Party(s) access to, or use of, the Website or these Terms of Service shall be subject to the exclusive jurisdiction of the courts at Uttar Pradesh. All disputes will be subject to arbitration at Uttar Pradesh in English by a sole arbitrator appointed by Cellula.

6. Modification

We reserve the right to amend this Terms & Condition at any time. The Terms & Condition, as and when modified, shall be updated on the Website. We encourage you to review this whenever you visit our Website to understand how your Personal Information is used.

7. Severability

If any provision of these Terms of Service is deemed invalid, unlawful, void or for any other reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any of the remaining provisions.

8. Account Deletion

Deleting an account is a permanent action and cannot be reversed. In case you want to use Cellula services again, you will need to create a new account which will have no previous order history.