Terms of Use — CEL Ingredients

1. Acceptance of Terms; Eligibility

These Terms of Use ("Terms") form a binding contract between you and Chem Eco Luxe LLC, a Michigan limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the CEL Ingredients application and website at celingredients.app (collectively, the "App"). By creating an account, accessing, or using the App, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the App. You represent that you are at least 18 years old (or the age of majority in your jurisdiction), that you have the legal capacity to enter into this agreement, and that if you are accepting on behalf of a company or other entity, you have authority to bind that entity.

2. Description of Service; No Regulatory or Safety Advice

CEL Ingredients is a recordkeeping and organizational tool that helps cosmetic and product formulators track raw material and supply information, including ingredient photos, INCI names, lot numbers, expiration dates, suppliers, Certificates of Analysis (CoA), quantities, and stock movements. The App is not a regulated medical, laboratory, or compliance system.

• The App does not provide legal, regulatory, toxicological, medical, or safety advice, and is not a substitute for professional judgment
• The App is not validated for, and must not be relied upon as, a system of record under 21 CFR Part 11, the Modernization of Cosmetics Regulation Act of 2022 (MoCRA), the Federal Food, Drug, and Cosmetic Act, FDA Good Manufacturing Practice guidance, OSHA hazard communication requirements, or any comparable federal, state, or foreign requirement
• You are solely responsible for your own regulatory registrations, product listings, adverse event reporting, safety substantiation, labeling, and recordkeeping obligations
• AI-assisted features (label extraction, CoA extraction, INCI lookup, and the in-app assistant) generate estimates that may be incomplete or incorrect and must be independently verified before you rely on them

3. Accounts and Account Security

You must provide accurate, current, and complete information when registering and keep it updated. You are responsible for safeguarding your credentials and for all activity occurring under your account. Notify us immediately at the contact address below if you suspect unauthorized access. We may suspend or terminate accounts that we reasonably believe are compromised, fraudulent, or in violation of these Terms.

4. Subscriptions, Billing, Automatic Renewal and Cancellation

Certain features require a paid subscription. Payments are processed by Stripe, Inc.; we do not receive or store your full payment card number. The following terms apply to all paid plans and are made in accordance with the Restore Online Shoppers' Confidence Act (ROSCA), 15 U.S.C. §§ 8401–8405, and applicable state automatic-renewal laws:

• Plans and prices are disclosed on the pricing screen before you complete a purchase. The monthly plan renews every month and the annual plan renews every twelve months
• AUTOMATIC RENEWAL: your subscription renews automatically at the then-current rate, and the payment method on file is charged, until you cancel
• You may cancel at any time from the account settings screen or by emailing us. Cancellation takes effect at the end of the current billing period, and you retain paid access until that date
• Except where required by law, payments are nonrefundable and we do not provide refunds or credits for partial periods, unused features, or downgrades
• We may change prices or plan features on at least 30 days' notice by email or in-app notice; changes apply to the next renewal, and your continued use after the effective date constitutes acceptance
• You authorize us and our payment processor to charge all applicable fees and taxes to your payment method, and you are responsible for keeping that payment method valid
• Failed payments may result in suspension or downgrade of paid features after a reasonable retry period

If you believe you were billed in error, contact us within 60 days of the charge and we will investigate in good faith.

5. Free Tier and Usage Limits

Free accounts are subject to feature and record limits described in the App. We may modify, restrict, or discontinue free-tier functionality at any time. We may also impose reasonable rate limits, storage limits, and fair-use limits on any plan to protect the stability and security of the App.

6. Your Content and License Grant

You retain all ownership of the data, photographs, documents, and other materials you upload or generate in the App ("Your Content"). You grant Chem Eco Luxe LLC a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, process, and display Your Content solely to operate, secure, support, and improve the App for you, and to provide features you request. This license ends when you delete Your Content or your account, except for copies retained in routine backups for a limited period or as required by law. We do not claim ownership of your formulations, supplier relationships, or inventory records, and we do not sell Your Content.

7. Your Representations Regarding Content

You represent and warrant that you own or have all rights necessary to upload Your Content and to grant the license above, and that Your Content does not infringe or misappropriate any third-party intellectual property, privacy, publicity, trade-secret, or contractual right. Do not upload personal health information, government identifiers, or other sensitive personal data of third parties. If you upload supplier documents that are subject to confidentiality obligations, you are responsible for compliance with those obligations.

8. Company Intellectual Property

All content, features, functionality, source code, design, graphics, trademarks, and underlying software of the App are the exclusive property of Chem Eco Luxe LLC or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws. Except for the limited right to use the App under these Terms, no license is granted. You may not:

• Copy, reproduce, distribute, publicly display, or create derivative works based on the App or its code
• Reverse engineer, decompile, or disassemble any part of the App, except to the extent that restriction is prohibited by applicable law
• Use automated systems such as bots, crawlers, or scrapers to extract data or content from the App
• Use the App's name, branding, or any confusingly similar mark without prior written permission
• Sublicense, rent, resell, time-share, or otherwise commercially exploit the App without express written consent from Chem Eco Luxe LLC
• Use the App or its outputs to develop a competing product or to train a machine-learning model

9. Acceptable Use

You agree not to use the App to:

• Violate any applicable federal, state, local, or international law or regulation, including export control laws (the Export Administration Regulations and sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control) and anti-corruption laws
• Upload malware, or attempt to gain unauthorized access to the App, other users' data, or connected systems, in violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030
• Interfere with, overload, or disrupt the App's operation or security controls
• Upload unlawful, infringing, defamatory, harassing, or deceptive content
• Use the App to send unsolicited commercial messages or to share lot records with recipients who have not consented to receive them
• Misrepresent your identity, affiliation, or the origin of any content

You further represent that you are not located in, and are not a national of, any country subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list.

10. Third-Party Services

The App relies on third-party providers for hosting, database and storage services, authentication, payment processing, AI processing, and email delivery. Your use of the App may be subject to those providers' terms. We are not responsible for the acts, omissions, availability, or content of third-party services, and links to third-party sites do not imply endorsement.

11. Electronic Communications and Consent (E-SIGN)

By using the App, you consent under the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001, to receive notices, agreements, receipts, disclosures, and other communications from us electronically, including by email and in-app notice, and you agree that electronic communications satisfy any legal requirement that such communications be in writing. You may withdraw this consent by closing your account. Transactional messages such as billing receipts, low-stock and expiry alerts, security notices, and lot-record shares that you initiate are part of the service. Marketing email, if any, will include an unsubscribe mechanism in accordance with the CAN-SPAM Act, 15 U.S.C. §§ 7701–7713. To keep your account you must continue to receive transactional messages.

12. Copyright Complaints (DMCA)

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe material in the App infringes your copyright, send a written notice to our designated agent at the address below that includes: a physical or electronic signature; identification of the copyrighted work; identification of the material and its location; your contact information; a statement of good-faith belief that the use is unauthorized; and a statement, under penalty of perjury, that the information is accurate and you are authorized to act. We will remove or disable access to infringing material and terminate repeat infringers. Counter-notices may be submitted under § 512(g). DMCA notices go to: chemecoluxe@gmail.com

13. Disclaimer of Warranties

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. We do not warrant that the App will be uninterrupted, secure, or error-free, that data extracted by AI features will be accurate, or that stored files will never be lost. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS AND FOR INDEPENDENTLY VERIFYING SAFETY, EXPIRY, AND COMPLIANCE INFORMATION. Some jurisdictions do not allow the exclusion of implied warranties, so some of these exclusions may not apply to you.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHEM ECO LUXE LLC AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, PRODUCT RECALLS, BUSINESS INTERRUPTION, OR REGULATORY PENALTIES, ARISING FROM OR RELATED TO YOUR USE OF THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE APP WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, gross negligence, or willful misconduct. Some jurisdictions do not allow certain limitations, so some of these limits may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Chem Eco Luxe LLC and its members, officers, employees, and agents from any claims, damages, liabilities, losses, and reasonable attorneys' fees arising out of or related to: (a) Your Content; (b) your use or misuse of the App; (c) your violation of these Terms or of any law or third-party right; or (d) products you formulate, manufacture, label, or sell. We will notify you of any such claim and may participate in the defense with counsel of our choosing.

16. Suspension, Termination and Data Deletion

You may stop using the App and delete your account at any time from account settings. Deleting your account permanently removes your inventory, supply, movement, alert, and billing records and your uploaded photos, CoA files, and lot PDFs, and cancels any active subscription; this action cannot be undone. We may suspend or terminate access, with notice where practicable, if you materially breach these Terms, if required by law, or if your use creates risk to the App or other users. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, indemnification, and dispute resolution — survive.

17. Data & Compliance

This section describes how data is handled in the App and allocates compliance responsibilities between you and the Company. It supplements, and does not replace, our Privacy Policy.

• DATA OWNERSHIP AND PORTABILITY: you retain ownership of Your Content (Section 6). You may export your ingredient, supply, and stock-movement records at any time using the export tools in the App (CSV, JSON, or spreadsheet formats) at no additional charge
• DATA RETENTION AND DELETION: your records are retained while your account is active. When you delete a record, it is removed from active systems promptly and from routine backups within a limited period. Deleting your account deletes all of your records and uploaded files as described in Section 16
• NO COMPLIANCE SYSTEM OF RECORD: the App is an organizational and recordkeeping aid only. It is not designed, validated, or certified to satisfy 21 CFR Part 11 electronic-records requirements, MoCRA, FDA GMP, OSHA HazCom, REACH, or any other regulatory recordkeeping mandate, and it must not be your sole system of record for regulated data (Section 2)
• YOUR COMPLIANCE RESPONSIBILITY: you are solely responsible for determining which laws apply to your business, for maintaining any records those laws require (including retention periods), for verifying the accuracy of all data entered into or extracted by the App (including AI-extracted values), and for downloading and archiving your records before deleting them or closing your account
• DATA ACCURACY AND AI FEATURES: AI-assisted extraction, INCI lookup, and assistant responses are model-generated estimates. The Company does not warrant their accuracy, and you must verify all critical values — including lot numbers, assay results, expiration dates, and CoA data — against source documents before relying on them for production, labeling, or regulatory purposes
• SECURITY MEASURES: we use commercially reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest and row-level access controls, to protect Your Content. No system is perfectly secure; see Section 13 for the disclaimer of warranties and our Privacy Policy for incident-handling practices
• SUBPROCESSORS: your data is processed by the third-party service providers described in Section 10 and the Privacy Policy (hosting, database, authentication, payments, AI processing, and email delivery), each bound by its own data-protection obligations
• GOVERNMENT AND LEGAL REQUESTS: we may disclose data when we reasonably believe disclosure is required by law, subpoena, court order, or other valid legal process, and where permitted we will notify you before doing so

If your business requires a formal data processing addendum or has specific compliance questions, contact us at the address in Section 23 before uploading regulated data.

18. Governing Law

These Terms and any dispute arising out of them are governed by the laws of the State of Michigan and applicable federal law of the United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Before filing a claim, you agree to try to resolve the dispute informally by emailing us a written description of the claim and allowing 30 days to respond. If unresolved, any dispute arising out of or relating to these Terms or the App will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, under the Federal Arbitration Act, 9 U.S.C. §§ 1–16. Arbitration will take place in Michigan or, at your election, by telephone, videoconference, or on written submissions.

• YOU AND THE COMPANY WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION
• Either party may bring an individual claim in small-claims court instead of arbitration if it qualifies
• Either party may seek injunctive relief in court to protect intellectual property or confidential information
• You may opt out of arbitration by emailing us within 30 days of first accepting these Terms with the subject line "Arbitration Opt-Out"; opting out does not affect any other part of these Terms
• If the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court and the remainder of this section still applies

20. Changes to These Terms

We may update these Terms from time to time. For material changes we will provide at least 30 days' advance notice by email or prominent in-app notice, and will update the "Last Updated" date above. Changes are not retroactive. Continued use of the App after the effective date constitutes acceptance; if you do not agree, cancel your subscription and stop using the App before that date.

21. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, internet or utility failures, or failures of third-party hosting, payment, or AI providers.

22. General Provisions

These Terms, together with the Privacy Policy, are the entire agreement between you and Chem Eco Luxe LLC regarding the App and supersede prior agreements on that subject. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. Headings are for convenience only. The App is a "commercial item" as defined in 48 C.F.R. § 2.101, and U.S. government end users acquire only the rights granted to all other users.

23. Contact

Chem Eco Luxe LLC, a Michigan limited liability company. Questions, cancellation requests, legal notices, and DMCA notices can be sent to: chemecoluxe@gmail.com