Cella

Cella App Terms of Use

Last Updated: July 11, 2026

1. Agreement to Terms

These Terms of Use ("Terms") are a legally binding agreement between you and Broderick Street Partners LLC, a California limited liability company ("Cella," "we," "us," or "our"), governing your access to and use of the Cella mobile application, the website at cellawine.com, and any related services (collectively, the "Services").

By downloading the app, creating an account, starting a free trial, subscribing, or using the Services in any way, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not download, access, or use the Services.

We reserve the right to update these Terms at any time. Material changes will be communicated as described in Section 20.5. Your continued use of the Services after any change takes effect constitutes your agreement to the revised Terms.

2. Eligibility and Age Requirement

2.1 Minimum Age

The Services provide information and recommendations relating to alcoholic beverages. You must be at least 21 years of age in the United States — or the legal drinking age in your jurisdiction, whichever is higher — to use the Services. By creating an account or using the Services, you represent and warrant that you meet this age requirement.

The Services are not intended for and may not be used by anyone under the age of 21 in the United States. We do not knowingly permit users under 13 to create accounts. If we discover that a user under 13 has created an account or provided us with personal information, we will terminate that account and delete the associated information promptly.

2.2 Capacity and Compliance

You represent that (a) you have the legal capacity to enter into a binding agreement; (b) you are not prohibited from using the Services under any applicable law; and (c) your use of the Services will comply with all federal, state, and local laws applicable to you, including laws governing the purchase and consumption of alcoholic beverages.

3. Description of Service

Cella is a wine recommendation application that allows users to:

  • Complete a taste preference quiz and receive a personalized Wine Vibe archetype
  • Photograph or upload images of wine bottle labels, retail store shelves, wine lists, and restaurant menus to receive AI-generated wine recommendations and bottle analysis
  • Access personalized recommendation content based on their stored Taste Profile

Cella provides informational and entertainment content only. We are not a wine retailer, alcohol seller, or alcohol delivery service. We do not sell, deliver, arrange, or facilitate the purchase or delivery of alcohol in any form. Cella does not recommend that you purchase or consume any particular product, and all purchasing decisions are made independently by you. Mention of specific wines, wine producers, retailers, or restaurants within the Services does not constitute an endorsement of any kind.

We reserve the right to modify, suspend, or discontinue the Services, or any feature or portion thereof, at any time with or without notice, and without liability to you. We may also impose limits on certain features or restrict your access to all or part of the Services at our discretion.

4. Accounts

4.1 Account Creation

You must create an account to access the core features of the Services. You agree to provide accurate, current, and complete information when creating your account and to keep that information up to date. We use magic link (passwordless email) or third-party OAuth authentication — you will not create a traditional password.

4.2 Account Security

You are responsible for maintaining the security of your account and for all activity that occurs under your account, whether or not authorized by you. Do not share your account access with any other person. You agree to notify us immediately at info@overdraftapps.com if you suspect any unauthorized use of or access to your account. We will not be liable for any loss or damage resulting from your failure to comply with this obligation.

4.3 Account Deletion

You may delete your account at any time through the Profile screen in the app. Account deletion is permanent and irreversible. Please review our Privacy Policy (Section 8) for details on what data is deleted and what is retained by third-party providers after deletion.

Important: Deleting your Cella account does not automatically cancel your subscription. You must cancel your subscription separately through your Apple ID or Google Play account settings to stop future billing charges.

5. Subscriptions and Billing

5.1 Subscription Plans and Pricing

Cella offers the following paid subscription plans (U.S. pricing as of the date of these Terms):

  • Weekly subscription: $5.99 per week, billed weekly, with a 3-day free trial for new subscribers
  • Annual subscription: $35.99 per year, billed annually, with a 7-day free trial for new subscribers

Prices are stated in U.S. dollars. Prices may vary by region and are subject to change. The price applicable to your subscription is the price displayed in the Apple App Store or Google Play listing at the time you initiate your subscription. Current pricing is always available in the app's store listing. We will provide advance notice of any price change as required by applicable platform policies, and your continued subscription after a price change takes effect constitutes your agreement to the new price.

5.2 Free Trial

New subscribers are eligible for a free trial period at the start of their first subscription:

  • Weekly plan: 3-day free trial
  • Annual plan: 7-day free trial

Unless you cancel before the end of your free trial period, your payment method on file with Apple or Google will be charged the applicable subscription fee when the trial ends. Cancellation of a free trial before it ends will prevent any charge. Any unused portion of a free trial period will be forfeited if you purchase a paid subscription before the trial period ends. Each eligible user is entitled to one free trial per plan. We reserve the right to determine free trial eligibility at our discretion and in accordance with Apple and Google platform policies.

5.3 Automatic Renewal and Payment

Subscriptions automatically renew. Your subscription will automatically renew at the end of each billing period — weekly or annually, as applicable — at the then-current subscription price, unless you turn off auto-renewal at least 24 hours before the end of the current billing period.

Your Apple ID or Google account will be charged for renewal within 24 hours before the end of the current billing period. Payment will be charged to your Apple ID or Google account at confirmation of purchase and at each renewal date.

By subscribing, you authorize Apple or Google (as applicable) to charge your payment method on a recurring basis until you cancel.

5.4 Managing and Cancelling Your Subscription

Subscriptions are managed through Apple App Store or Google Play. Cella does not process subscription payments directly and cannot cancel your subscription on your behalf.

To cancel on iOS: Go to Settings → [Your Name] → Subscriptions → Cella → Cancel Subscription. You can also manage subscriptions at apps.apple.com/account/subscriptions.

To cancel on Android: Open the Google Play Store → tap your Profile icon → Payments & subscriptions → Subscriptions → Cella → Cancel subscription.

Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the period ends. Cancellation does not entitle you to a refund for any portion of the current billing period except as required by applicable law or platform policy.

5.5 Refunds

All subscription fees are billed and managed by Apple or Google. Refunds are subject to Apple's and Google's refund policies respectively. Cella does not issue refunds directly. To request a refund:

  • Apple: Visit reportaproblem.apple.com
  • Google: Contact Google Play Support through the Google Play app or play.google.com/store/account/subscriptions

5.6 Restore Purchases

If you have an active subscription and reinstall the Cella app or switch to a new device, use the "Restore Purchases" option in the app to restore your subscription entitlements. Both Apple and Google maintain records of active subscriptions tied to your Apple ID or Google account.

5.7 Free Tier Access

Users who have not subscribed may complete the taste preference quiz and view their Wine Vibe archetype result. All photo scanning features require an active paid subscription. There are no permanently free scanning credits. Cella reserves the right to modify the features available in the free tier at any time.

6. Acceptable Use

You agree not to:

  • Use the Services if you do not meet the minimum age requirement described in Section 2
  • Use the Services for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation
  • Attempt to reverse engineer, decompile, disassemble, or extract source code from the app or any component thereof
  • Use automated scripts, bots, crawlers, or scrapers to access, index, or extract data from the Services
  • Circumvent, disable, or otherwise interfere with any rate limiting, paywall, access control, or security feature of the Services
  • Upload images that contain illegal content, personally identifiable information of third parties without their consent, or content that infringes any third party's intellectual property or other rights
  • Attempt to gain unauthorized access to our systems, servers, or another user's account
  • Use the Services in any manner that could damage, overload, disable, or impair our infrastructure or interfere with any other party's use of the Services
  • Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our express written permission
  • Misrepresent your identity, age, or affiliation with any person or entity in connection with your use of the Services

We reserve the right to investigate violations of these restrictions and to suspend or permanently terminate any account found to be in violation, without prior notice and without liability to you.

7. AI-Generated Content Disclaimer

Cella's wine recommendations and bottle analysis are generated using artificial intelligence, including large language models and computer vision systems provided by third parties. AI-generated content has significant inherent limitations that you must understand before relying on it:

  • Recommendations are based solely on the information and images you provide and may not account for factors relevant to your specific situation, including local availability, actual retail pricing, vintage variation, personal health conditions, or individual taste preferences not captured in your profile.
  • AI image classification may misidentify wines, labels, producers, vintages, or wine list entries, particularly when images are blurry, poorly lit, partially obscured, low resolution, or otherwise ambiguous.
  • Wine availability, pricing, and vintages change continuously. Any price, vintage, or availability information provided through the Services may be incomplete, inaccurate, or outdated at the time you view it.
  • Cella does not independently verify, audit, or guarantee the accuracy of any AI-generated wine recommendation, description, or bottle analysis.
  • Cella is not a licensed sommelier service and does not provide professional wine consulting of any kind.

AI-generated recommendations and content are provided for informational and entertainment purposes only. They do not constitute professional wine advice, professional sommelier services, or any other form of licensed professional consultation. You assume all risk associated with any wine purchasing or consumption decision you make based on or in connection with the Services.

8. Alcohol Disclaimer

Cella provides information and recommendations related to alcoholic beverages for informational and entertainment purposes only. By using the Services, you acknowledge and agree that:

  • You are of legal drinking age in your jurisdiction and are solely responsible for verifying the legal requirements applicable to you.
  • Cella does not sell, deliver, arrange, or facilitate the purchase or consumption of alcohol in any form.
  • All decisions to purchase, serve, or consume wine or other alcoholic beverages are your own. You are solely responsible for complying with all applicable laws regarding alcohol purchase, possession, service, and consumption.
  • Cella's content does not encourage excessive, underage, or otherwise irresponsible or illegal consumption of alcohol.
  • You will drink responsibly and in accordance with all applicable laws.

9. No Professional Advice

Nothing in the Services constitutes professional sommelier advice, legal advice, financial advice, medical advice, nutritional advice, or any other form of licensed professional advice or consultation. The Services are for informational and entertainment purposes only. Do not make any purchasing, health, financial, or other significant decision based solely on content provided through the Services. Always consult a qualified professional for advice specific to your circumstances.

10. Intellectual Property

10.1 Our Property and Your License

The Cella name, logo, Wine Vibe archetype system, app design, micro-content library, recommendation framework, and all other content, features, and materials within the Services are owned by or licensed to Broderick Street Partners LLC and are protected by U.S. and international intellectual property laws, including copyright, trademark, and trade secret law. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use only. No other rights are granted. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or exploit any Cella content without our express prior written permission.

10.2 Your Photos

You retain ownership of any photos you submit through the Services. By submitting a photo, you grant us a limited, non-exclusive, royalty-free, worldwide license to process and transmit that photo for the sole purpose of generating your recommendation or bottle analysis during that session. We do not claim ownership over your photos and do not use, store, or display them for any other purpose.

10.3 Feedback

If you submit feedback, ratings, suggestions, or ideas about the Services, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate that feedback into the Services for any purpose, without compensation or attribution to you. You waive any moral rights in such feedback to the extent permitted by applicable law.

11. Disclaimers of Warranty

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BRODERICK STREET PARTNERS LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • Any implied warranty of merchantability, fitness for a particular purpose, accuracy, title, or non-infringement
  • Any warranty that the Services will be uninterrupted, error-free, virus-free, or free of other harmful components
  • Any warranty as to the accuracy, completeness, timeliness, or reliability of any AI-generated recommendation, wine description, price, vintage information, or other content provided through the Services
  • Any warranty that any particular wine recommended by the Services will be available, correctly identified, accurately described, or suitable for your specific needs or preferences
  • Any warranty that defects will be corrected or that the Services or their servers are free of viruses or other harmful code

We have no obligation to update, correct, or maintain the currency of any information provided through the Services. Some jurisdictions do not permit the exclusion of certain implied warranties; if you are in such a jurisdiction, some of the above exclusions may not apply to you to the extent required by applicable law.

12. Limitation of Liability

12.1 Complete Exclusion of Consequential and Other Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRODERICK STREET PARTNERS LLC, OR ANY OF ITS PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "CELLA PARTIES"), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING, REGARDLESS OF HOW CAUSED:

  • (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND;
  • (B) LOSS OF REVENUE, INCOME, PROFITS, OR BUSINESS OPPORTUNITY;
  • (C) LOSS OF DATA, INFORMATION, OR CONTENT;
  • (D) LOSS OF GOODWILL OR REPUTATION;
  • (E) COST OF SUBSTITUTE GOODS OR SERVICES;
  • (F) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER;
  • (G) BUSINESS INTERRUPTION OR LOSS OF USE;
  • (H) ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY KIND.

THE FOREGOING EXCLUSIONS APPLY WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, EQUITY, INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE CELLA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE CELLA PARTIES TO YOU FOR ALL CLAIMS, LOSSES, DAMAGES, AND CAUSES OF ACTION OF ANY KIND OR NATURE — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE — ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE PRIVACY POLICY, OR THE SERVICES (INCLUDING THE INABILITY TO USE THE SERVICES), SHALL NOT EXCEED THE GREATER OF:

  • (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY RECEIVED BY BRODERICK STREET PARTNERS LLC FROM YOU IN THE SIX (6) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED; OR
  • (B) TWO HUNDRED DOLLARS ($200.00 USD).

THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS BROUGHT BY YOU AT ANY TIME, WHETHER BROUGHT SIMULTANEOUSLY OR SEQUENTIALLY. MULTIPLE CLAIMS DO NOT EXPAND, RESET, OR MULTIPLY THIS CAP.

12.3 Specific Exclusions

Without limiting Sections 12.1 and 12.2, the Cella Parties shall have no liability whatsoever for:

  • (a) Any failure, interruption, suspension, degradation, or discontinuation of the Services or any portion thereof, for any reason and at any time;
  • (b) Any failure, outage, error, breach, or data loss caused by or attributed to any third-party service provider, including without limitation Supabase, Anthropic, Apple, Google, RevenueCat, or PostHog — regardless of whether Cella was notified of any such risk;
  • (c) Any inaccuracy, error, omission, hallucination, misidentification, or incompleteness in any AI-generated wine recommendation, bottle analysis, price estimate, availability representation, or other content generated through the Services;
  • (d) Any decision to purchase, consume, serve, or share any alcoholic beverage based in whole or in part on content provided through the Services;
  • (e) Any unauthorized access to, alteration of, corruption of, or deletion of your account or data;
  • (f) Any content, conduct, or action of any third party in connection with the Services.

12.4 Fundamental Basis of Bargain

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 REFLECT A REASONABLE, FAIR, AND NEGOTIATED ALLOCATION OF RISK BETWEEN YOU AND CELLA, AND ARE A FUNDAMENTAL AND MATERIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THESE TERMS.

12.5 Arbitrator and Court Bound by Limitations

The arbitrator in any arbitration proceeding under these Terms, and any court in any proceeding not subject to arbitration, shall have no authority to award any damages, relief, or recovery that exceeds the limitations and exclusions set forth in this Section 12, except solely to the minimum extent required by applicable law that cannot be waived by contract.

12.6 Jurisdictional Variations

Some jurisdictions do not permit the exclusion or limitation of certain categories of damages. If you are in such a jurisdiction, the applicable exclusion or limitation will be modified to the minimum extent necessary to comply with applicable law, while preserving the maximum protection available to the Cella Parties to the fullest extent permitted.

13. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Broderick Street Partners LLC and its officers, directors, members, employees, agents, licensors, successors, and assigns (collectively, the "Cella Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses — including reasonable attorneys' fees and court costs — arising out of or in any way connected with:

  • Your access to or use of the Services;
  • Your violation or alleged violation of these Terms;
  • Your violation of any applicable law, regulation, or third-party right;
  • Any content or image you submit through the Services;
  • Your purchase, consumption, service, or sharing of any alcoholic beverage in connection with your use of the Services; or
  • Any misrepresentation you make in connection with your use of the Services, including any misrepresentation regarding your age.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any such claim without our prior written consent.

14. Third-Party Services and Apple as Third-Party Beneficiary

14.1 Third-Party Services Generally

The Services depend on and interact with third-party platforms and services, including Apple App Store, Google Play, Supabase, Anthropic, RevenueCat, and PostHog. Your use of those platforms and services is governed by their own terms of service and privacy policies, which are separate from these Terms. We are not responsible for the performance, availability, accuracy, security, or compliance of any third-party service. Failures, outages, or changes in any third-party service may affect the availability or functionality of the Services, and we will not be liable for any such disruption.

14.2 Apple-Specific Terms

These Terms are entered into between you and Broderick Street Partners LLC only. Apple Inc. is not a party to these Terms and is not responsible for the Services or their content. Apple has no obligation whatsoever to provide any maintenance, support, or other services with respect to the Services.

In the event of any failure of the Services to conform to any applicable warranty not disclaimed under applicable law, you may notify Apple, and Apple may refund the purchase price (if any) paid to Apple for the app. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.

Apple is not responsible for addressing any claims you or any third party may have relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection, privacy, or similar legislation.

Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party intellectual property infringement claim related to the Services or your possession and use of the Services.

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Apple and Apple's subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right — and will be deemed to have accepted the right — to enforce these Terms against you as a third-party beneficiary thereof.

15. Termination

15.1 By You

You may stop using the Services at any time. You may delete your account as described in Section 4.3. Terminating your account does not automatically cancel your subscription; cancellation must be completed separately as described in Section 5.4.

15.2 By Us

We may suspend or permanently terminate your access to the Services at any time, with or without notice and without liability to you, for any reason, including but not limited to: your violation of these Terms; conduct we determine in our sole discretion to be harmful to other users, to us, or to third parties; legal requirements; or business reasons. Upon termination, your right to access and use the Services ceases immediately.

15.3 Effect of Termination

Termination does not relieve you of any obligation to pay outstanding subscription fees or any other amounts owed. The following Sections survive termination of these Terms for any reason: Section 7 (AI Disclaimer), Section 8 (Alcohol Disclaimer), Section 9 (No Professional Advice), Section 10 (Intellectual Property), Section 11 (Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Dispute Resolution), Section 17 (Governing Law), Section 18 (Limitation on Time to File Claims), and Section 20 (General).

16. Dispute Resolution

Please read this Section carefully. It contains a binding arbitration agreement, a class action waiver, and a jury trial waiver that affect your legal rights. You have the right to opt out of the arbitration agreement within 30 days of first accepting these Terms as described in Section 16.5.

16.1 Informal Resolution First

Before initiating any formal legal proceeding, you agree to contact us at info@overdraftapps.com with a written description of your claim, the relief you seek, and your contact information. We will attempt to resolve the dispute informally within 30 days of receipt of your notice. If we cannot resolve it informally within that period, either party may proceed to arbitration under Section 16.2. This informal dispute resolution step is a prerequisite to filing any arbitration demand, except where interim injunctive relief is sought as permitted by Section 16.7.

16.2 Binding Individual Arbitration

Except as provided in Sections 16.5, 16.6, and 16.7, any dispute, claim, or controversy of any kind arising out of or relating to these Terms, the Privacy Policy, or the Services — including questions about the existence, validity, scope, or enforceability of this arbitration agreement — shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules in effect at the time the claim is filed, which are available at adr.org or by calling 1-800-778-7879.

The arbitration shall be conducted in San Francisco, California, unless the AAA Consumer Arbitration Rules permit a different location or the parties agree in writing to a different location or to conduct the proceeding by telephone or video conference. The arbitrator shall apply California substantive law consistent with the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Fees: Filing, administrative, and arbitrator fees are governed exclusively by the AAA Consumer Arbitration Rules then in effect, available at adr.org. Those Rules limit the filing fees a consumer must pay and allocate remaining arbitration costs between the parties. We do not make any additional commitment to pay fees beyond what the AAA Consumer Arbitration Rules require of us. We expressly reserve the right to seek recovery from you of all arbitration fees, costs, and arbitrator compensation if the arbitrator determines that your claim was filed for purposes of harassment, is frivolous, or was brought in bad faith.

Arbitrator's authority: The arbitrator may award the same damages and relief as a court, but only on an individual basis and only to the extent a court could award such damages. The arbitrator shall have no authority to award damages, relief, or recovery exceeding the limitations set forth in Section 12 of these Terms.

16.3 Class Action and Collective Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CELLA EACH AGREE THAT ANY PROCEEDING — WHETHER IN ARBITRATION OR IN COURT — SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. YOU AND CELLA EACH WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims, may not preside over any form of class or representative proceeding, and may not award class-wide relief. If this class action waiver is found unenforceable as to a particular claim or request for relief (for example, a request for public injunctive relief), then that specific claim or request for relief shall be severed from arbitration and may proceed in a court of competent jurisdiction. All other claims shall remain in arbitration on an individual basis.

16.4 Jury Trial Waiver

BY AGREEING TO THESE TERMS, YOU AND CELLA EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES THAT PROCEEDS IN COURT, INCLUDING ANY CLAIM THAT PROCEEDS IN COURT FOLLOWING AN OPT-OUT OF ARBITRATION UNDER SECTION 16.5.

16.5 Right to Opt Out of Arbitration

You may opt out of the binding arbitration agreement in Sections 16.2 through 16.4 by sending written notice to info@overdraftapps.com within 30 days of the date you first accept these Terms. Your opt-out notice must include: (a) your full legal name; (b) the email address associated with your Cella account; and (c) a clear statement that you wish to opt out of the arbitration agreement. Timely opt-out requests are effective only if sent within the 30-day window. Opting out will not affect any other provision of these Terms. If you opt out of arbitration, disputes will be resolved in court as provided in Section 17, and the jury trial waiver in Section 16.4 still applies to the extent permitted by applicable law.

16.6 Small Claims Court Carveout

Either party may bring an individual claim in small claims court in San Francisco County, California — or the small claims court of your county of residence if the applicable small claims court rules permit — provided that the claim qualifies under the jurisdictional limits of the applicable small claims court and is brought on a strictly individual basis only.

16.7 Injunctive and Equitable Relief

Nothing in this Section 16 prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights, unauthorized access to the Services or user data, or other irreparable harm, pending final resolution of the dispute through arbitration or court proceedings.

17. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles, and the Federal Arbitration Act shall govern the arbitration provisions. For any claims that proceed in court — including under the arbitration opt-out or the small claims carveout — you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California, and waive any objection to the laying of venue in those courts.

18. Limitation on Time to File Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. ANY CAUSE OF ACTION NOT FILED WITHIN THIS ONE-YEAR PERIOD SHALL BE PERMANENTLY BARRED, REGARDLESS OF ANY LONGER STATUTE OF LIMITATIONS THAT MIGHT OTHERWISE APPLY UNDER APPLICABLE LAW.

19. Force Majeure

We will not be liable for any delay, interruption, or failure in performance of our obligations under these Terms to the extent caused by circumstances beyond our reasonable control, including but not limited to: acts of God; natural disasters; pandemic or epidemic; fire; flood; earthquake; war; terrorism; riot; governmental action; labor dispute; power outage; internet or telecommunications failure; cyberattack or distributed denial-of-service attack; or failure of a third-party service provider (including Supabase, Anthropic, Apple, or Google) to perform. In any such event, we will use commercially reasonable efforts to resume performance as soon as practicable.

20. General

20.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Cella with respect to the Services and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written, relating to the subject matter hereof.

20.2 Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms continue in full force and effect.

20.3 No Waiver

Our failure to enforce any right or provision of these Terms on any occasion shall not constitute a waiver of that right or provision with respect to any past, present, or future violation. No waiver by us of any term shall be deemed a further or continuing waiver of such term or any other term.

20.4 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without our prior written consent, and any purported assignment in violation of this Section shall be null and void. We may freely assign, transfer, or delegate our rights and obligations under these Terms, including in connection with a merger, acquisition, or sale of assets, without restriction or notice to you.

20.5 Changes to Terms

We may update these Terms at any time by posting a revised version and updating the "Last Updated" date. For material changes, we will provide reasonable advance notice through the app or by email to the address associated with your account. Your continued use of the Services after a change takes effect constitutes your agreement to the revised Terms. If you do not agree to revised Terms, you must stop using the Services and cancel your subscription before the revised Terms take effect.

20.6 No Third-Party Beneficiaries

Except as expressly provided in Section 14.2 with respect to Apple Inc., these Terms are for the sole and exclusive benefit of you and Cella. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

20.7 Electronic Communications

By creating an account and using the Services, you consent to receive communications from us electronically, including via email and in-app notifications. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law.

20.8 Export Controls

You represent that you are not located in a country subject to a U.S. government embargo and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable U.S. and foreign export control laws and regulations in connection with your use of the Services.

21. Contact Us

For questions or concerns about these Terms:

Broderick Street Partners LLC
1830 Gough Street
San Francisco, CA 94109
Phone: (626) 770-3854
Email: info@overdraftapps.com