All information, data, software, photographs, graphics, videos, text, images, logos, typefaces, HTML code and scripts, sounds and other material (collectively “Content”) including, but not limited to, the selection, coordination, arrangement, and enhancement of such Content, contained on our Websites or Apps is owned, controlled, or licensed by or to Medly and is protected by trade dress, copyright, patent, and trademark laws and various other intellectual property rights and unfair competition laws. As long as you comply with these Terms, Medly grants you a personal, non-exclusive, non-transferable, limited privilege to access and use our Content, Services, Websites, and Apps. Except as expressly provided in these Terms, no part of the Services, Websites, Apps, or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring” or “deep linking”) to any other computer, server, website, or other medium for publication, distribution, or for any commercial purpose or enterprise without Medly's express prior written consent. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal information and non-commercial use and that you do not alter or modify the Content in any way, and maintain any notices contained in the Content, such as all copyright notices, trademark legends or other proprietary rights notices.
Any Content on our Websites or Apps that provides drug specific, drug interaction, disease state, diet or nutritional health, exercise, or other information related to personal health and wellness, or the general principles of health care (“Health and Wellness Content”) is provided for educational or informational purposes only and should not be construed as specific instructions for you or another individual. Such Health and Wellness Content is not intended to be, and should not be construed as, a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health care provider with any health concerns or questions you may have regarding a medical condition or change in health. Never disregard or delay seeking professional medical advice because of something you read on our Websites or Apps. We do not recommend or endorse any specific tests, products, procedures, methods, opinions, or other information that may be mentioned on our Websites or Apps. Some Health and Wellness Content is provided by third parties and, unless expressly stated, we do not represent or guarantee that such Health and Wellness Content is accurate, complete, or timely. Reliance on any Health and Wellness Content provided by, or otherwise appearing, on our Websites or Apps is solely at your own risk. You should also check product information (including package inserts) regarding dosage, precautions, warnings, interactions, and contraindications before administering or using any device, drug, herb, vitamin, or supplement referenced in the Content of our Websites or Apps. Proper treatment of health conditions depends upon various factors, including, but not limited to, your medical history, diet, lifestyle and medication regimen. Your health care provider can best assess and address your individual health care needs. You should consult with your health care provider before starting a new diet, fitness, or supplement regimen. If you are experiencing a medical crisis, please call 911 or contact your local emergency assistance service immediately.
When you communicate with us by email or otherwise electronically through your use of our Services, you consent to receive response communications from us electronically. We may communicate with you by email or by posting messages or notices within our Websites or Apps.
6.1 Unacceptable or Unlawful Uses. You may not use our Websites or Apps or any Content for any purpose that is unlawful or prohibited by these Terms or to solicit the performance of any illegal activity or other activity which infringes the rights of Medly or others. You are prohibited from posting on or transmitting through our Websites or Apps any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, fraudulent, or racially, ethnically, or otherwise objectionable material of any kind including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. You may not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of a Website or App, or any Content, or in any way reproduce or circumvent the navigational structure or presentation of a Website or App, or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through one or more Websites or Apps. 6.2 User Disruptions. You agree not to interrupt or attempt to interrupt the operation, or any other person's use, of our Websites or Apps. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy our Websites or Apps will not be permitted, including by means of hacking or defacing any portion of our Websites or Apps or by engaging in password mining, spamming, flooding, or other disruptive activities. 6.3 User Content. If you submit or post any materials to a Website or App, you guarantee to us that you have the legal right to submit or post such materials and that submitting or posting such materials will not violate any law or the rights of any person or entity. You may not submit or post any materials to a Website or App that (a) are defamatory, obscene, pornographic, vulgar, threatening, harassing, violent, or otherwise objectionable; (b) encourage unlawful, tortious, or unsafe conduct; (c) advertise goods or services; (d) solicit funds; (e) advocate for any political candidate or position; or (f) are chain letters, mass mailings, or “spam.” By submitting or posting materials to a Website or App, you give Medly a royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display, and create derivative works from such materials, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you. You acknowledge that we have no obligation to monitor or screen User Content submitted to our Websites or Apps, but that we shall have the right (but not the obligation) to reject, remove, or delete any User Content for any or no reason. 6.4 Indemnification. You agree to indemnify, defend, and hold harmless Medly and its officers, directors, shareholders, predecessors, successors in interest, subsidiaries and affiliates, joint venturers, business partners, licensors, employees, agents, and any third-party information providers for the Websites or Apps from and against all claims, losses, expenses, damages, and costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Services, Websites or Apps, or Contents, or for any violation by you of these Terms. 6.5 User Termination or Suspension. Medly reserves the right to terminate or suspend your access to or use of a Website or App, without notice, if we believe, in our sole discretion, that you are in violation of these Terms or any applicable law or that your access or use is harmful to our interests or the interests, including intellectual property or other rights, of another user or other third party.
Certain information or services offered on or through our Websites or Apps may require you to create an account (including setting up a unique User ID and password). You are responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access a Website or App using your account or User ID. For your account, you agree to provide true, accurate, current, and complete information about yourself. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or if we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of our Services, Websites or Apps. Because any termination of your access to our Websites or Apps may be affected without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or any Website or App. Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to your account or a Website or App. By using our Websites or Apps, you also acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to us electronically or through your use of a Website or App may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
8.1 Offer and Acceptance. By submitting a completed order, you offer to purchase, subject to these Terms and any additional terms or restrictions that apply, the items or services you selected (“Product” or “Products”). We reserve the right, without prior notification and in our sole discretion, to accept or reject your order or to limit order quantities. If we accept your order, we will send you an order confirmation. 8.2 Product Prices, Taxes, and Other Charges. If we accept your order, you will be charged for the Products you select at the prices quoted to you when you submit your order, except for Product substitutions and Products sold by weight. Should an item be substituted for a Product you selected, you will be charged the price for the item substituted or the price for the Product that you selected, whichever is less. If you select a Product sold by weight, you will be charged for that Product based on the weight you requested or on the actual weight of the Product, whichever is less. You are responsible for paying all applicable sales, use, or other taxes or governmental assessments on your purchase (“Taxes”), and we will charge you for those Taxes. You may also be charged a handling, delivery, or pick-up fee and other charges in the amount disclosed to you prior to submitting your order. We reserve the right, at any time and without notice, to change Product prices, fees, and any other charges having to do with online purchases and to add additional fees and charges. 8.3 Payment. The total amount to be paid by you for your order will be the sum of the prices for the Products you select, all applicable Taxes, any additional fees or other charges, as disclosed to you in the order total. Your payment for that total amount is due when your order is submitted. By submitting your order, you authorize Medly to charge the total amount to the payment service or credit card you designate and to collect that amount from the payment service or credit card issuer, as applicable. You agree to pay that amount to Medly if we are unable to collect it from the payment service or credit card issuer for any reason or if you select the option for in-store payment, when available. 8.4 Substitution Policy. Although we will usually have enough inventory to fill your online order, occasionally some Products may be temporarily unavailable. Medly does not warrant that Products will be available at all times, and it will not have any liability to you if any Product you order is unavailable. If a Product that you have selected is unavailable and you have indicated on the order form that you are willing to accept substitutions, we may, at our sole discretion, except where prohibited or as otherwise directed by law, substitute a Product that is reasonably similar to the Product you selected. In making substitutions, we will make a reasonable effort to follow any instructions provided by you along with your order. 8.5 Order Pick Up or Delivery. If we accept your online order and the total amount due for that order is received in full, we will make the order available for pick up or will schedule the order for delivery, by an authorized courier or mail service, at the address you designate based on the delivery options available and selected by you when placing your order. Medly may, in its sole discretion and without notice, change at any time the authorized locations at which customers may pick up Products purchased or any or all of its delivery options. We reserve the right to request proof of identity or other acceptable documentation at our sole discretion. If your order includes age-restricted or otherwise regulated items, release of the order is subject to, and contingent upon, our ability to verify the recipient’s legal authority to accept or receive the ordered Product. 8.6 Age. You must be at least 18 years of age to complete a purchase or transaction on our Websites or Apps. 8.7 Right to Refuse Service. We may refuse at any time, at our sole discretion and without notice, to allow any person to complete a purchase or transaction on any of our Websites or Apps and may terminate at any time any person’s use of these Services. 8.8 Online Purchases and Transactions Not Available in All Areas. Our online Services may not be available for all items or in all markets or areas. We may, in our sole discretion, discontinue any online Service offered through our Websites or Apps for any item or in any market or area, without giving you notice.
When you sign up for one of our text messaging programs or provide your number for our use in communicating with you about your health care, you are consenting to receive text messages on your cell phone or other mobile device about our products, Services, and/or programs including, in some cases, by automated means. Some programs may send you up to the specified number of messages per month, dependent on the program, and each program in which you enroll will increase the total number of messages you receive each month. Details on how many messages you should expect to receive are provided at the time of program enrollment. In some instances, you may have the opportunity to reply to a message, which may result in additional response messages. Your consent to enrollment in any text message program is not a condition of purchase. For information about a text message program, you may respond “HELP” to any text message you receive. “Message and data rates may apply” means that your carrier may charge you for each message we send to you or that you send to us. It is your responsibility to know whether your carrier will charge you a per-message fee. We do not charge a fee for our text message programs and assume no responsibility for charges by your carrier you may incur when you sign up to receive text messages from us. You may opt out of a text message program at any time by responding with the word STOP from an enrolled device. You will receive a final confirmation message that will confirm that you will no longer receive text messages from that specific text message program unless you opt back into such program. Unsubscribing from a text message program will not impact your ability to continue to receive health care text messages related to our pharmacy Services.
As part of our Services and at our sole discretion, we may, ourselves or in collaboration with third parties, offer special promotions, offers, and/or loyalty programs that, individually or in combination with each other, use information to provide rewards and/or other exclusive benefits, discounts, or offers to participants. Important information is provided below about participants’ rights and obligations related to these promotions, offers, and programs. Individual promotions, offers, or programs may not be available in all areas, and promotion, offer, or program functionality may vary by geographic location. Additionally, select locations may run limited-time promotions offering additional single purchase and/or cumulative rewards. Where offered, these promotions may be subject to additional or different advertised terms. 10.1 Loyalty Program Participation. Participation in one or more of our loyalty programs is open, where offered, to everyone over the age of 18 who signs up or otherwise chooses to participate. While registration may be required for participation in a loyalty program, membership is not considered to be exclusive to the registered individual and multiple people are permitted to use a single membership account. For instance, participants are free to share their membership number or other account information with family and friends to receive discounts and collectively earn and use Points and redeem special offers. For this reason, information collected through our loyalty programs is not attributable to any individual or household. We may send updates or other communications to loyalty program participants which may increase the number and types of communications received from us. We may change the benefits derived from, or other program details of, any loyalty program offering at any time for any reason. We also reserve the right to alter loyalty program benefits and special promotions based on account activity, volume or purchases, geographic location, or other nondiscriminatory factors. Participants are solely liable for any applicable federal, state or local income, sales, use, or other taxes arising out of the accrual or use of Points or Rewards. 10.2 Special Promotions or Offers. We may make special promotions or offers available to specified groups or individuals from time to time. If applicable, the terms and conditions for such special promotions or offers will be disclosed at the time the offer or promotion is made. Please review those terms and conditions carefully as there may be important details or limitations. Availability of any special promotion or offer is subject to change without notice. All promotional offers are subject to federal, state, and local laws and are void where prohibited.
Medly reserves the right, without any obligation, to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to any Service, Website, or App, or any portion of thereof, for any reason; (ii) to modify or change a Service, Website, or App, or any Content or portion of thereof, and any applicable policies or terms; (iii) to interrupt the operation of a Service, Website, or App, or any portion of thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes; and (iv) to screen Content submitted or posted to a Website or App by any third party and to remove or edit any such materials for any reason.
YOUR USE OF THE CONTENT OR OF A WEBSITE OR APP IS AT YOUR OWN RISK. THE CONTENT, WEBSITES, AND APPS ARE PROVIDED 'AS IS' AND ‘AS AVAILABLE’, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MEDLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. MEDLY DOES NOT WARRANT THAT: (I) YOUR USE OF THE DIGITAL SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE DIGITAL SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE WEBSITES OR APPS WILL BE CORRECTED; OR (IV) THE CONTENT WILL BE ACCURATE OR COMPLETE OR THAT CONTENT ERRORS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES OR APPS IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL. YOUR SOLE REMEDY AGAINST MEDLY FOR DISSATISFACTION WITH A WEBSITE OR APP OR ANY CONTENT IS TO STOP USING THE WEBSITE OR APP OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE AGREEMENT BETWEEN THE PARTIES.
YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL MEDLY OR ITS DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WEBSITES, APPS OR CONTENT INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY SUCH DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DEATH, LOST PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE OF GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES, THE CONTENT, THE WEBSITES OR APPS, OR RELATED SERVICES, SUSTAINED BY ANY PERSON OR ENTITY, WHETHER OR NOT THERE IS NEGLIGENCE BY MEDLY AND WHETHER OR NOT MEDLY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH A SERVICE, WEBSITE OR APP, THE CONTENTS, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE BY YOUR USE OF THE SITE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MEDLY’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT IN NO EVENT WILL MEDLY’S LIABILITY EXCEED $100. MEDLY IS NOT LIABLE FOR THE UNAUTHORIZED USE OF OUR CONTENT BY ANY OTHER WEBSITES.
14.1 Entire Agreement/No Waiver. These Terms constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver, express or implied, by us of any breach or default hereunder will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. 14.2 Correction of Errors and Inaccuracies. The Contents may contain typographical errors or other errors or inaccuracies and may not be complete or current. Medly therefore reserves the right to correct any errors, inaccuracies, or omissions and to change or update the Contents at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies, or omissions will be corrected. 14.3 Severability. Whenever possible, each provision of these Terms will be interpreted so as to be effective and valid under applicable law. If, however, any provision of these Terms is held to be prohibited by, or invalid under, applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the other provisions of these Terms. 14.4 Enforcement/Choice of Law. If any part of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, that part will be deemed to be severed from the rest and it will not affect any other provision of the Terms, each of which will remain in full force and effect. These Terms will be governed by, and will be interpreted according to, the laws of the State of New York, without regard to any conflict-of-law provisions. 14.5 Dispute Resolution/Choice of Forum. Any controversy, claim, or dispute of whatever nature arising between the parties is hereinafter referred to as a “Dispute.” The parties knowingly and voluntarily waive their rights to have their Dispute tried by a jury. The parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional, or summary relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings of all underlying Disputes. Any Disputes as to rights to injunctive relief or rights relating to intellectual property or confidentiality obligations will be venued in a state or federal court situated in New York, and you hereby irrevocably submit to the personal jurisdiction of such courts for such purpose. 14.6 Deemed “Original” or “In Writing.” These Terms and any other electronic documents, policies, and guidelines incorporated herein will be: (i) deemed an “original” or “in writing” and to comply with all statutory, contractual, and other legal requirements for writing; (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
For more information about these Terms or if you questions, comments, or concerns, you may contact us by email at email@example.com, by phone at (718) 782-7539, or by mail to: Medly Health Inc., Attn: Privacy Office, 31 Debevoise Street, Brooklyn, NY 11206.