1. change or terminate all or any part of our Services;
2. restrict or terminate your access to all or any part of our Services; or
3. refuse, move, or remove any content that is available on the Site and any material that you submit to the Site.
Access to the Site: MedShips is providing you with the information and functionality in the Site. You are responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access. The Site is available only to individuals and entities who can form legally-binding contracts under applicable law. Without limiting the foregoing, you must be 13 years of age or older to register for and/or use the Site. If you do not qualify, please do not use the Site. MedShips reserves the right to deny access and/or registration to the Site to anyone at any time in its sole and absolute discretion.
User Obligations: In consideration of your use of the Site and/or the Services, you agree to be subject to certain obligations. For any personal information (relating to you or your customers) that you provide to us through the Site, you agree to provide true, accurate, current and complete information as prompted and you further agree that you will not use the Site for any purpose that is unlawful or prohibited by the Terms. If you provide any information that is untrue, inaccurate, incomplete or not current, or if MedShips has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, MedShips has the right to refuse any and all current or future use of the Site (or any portion thereof).
Account and Password Security: In order to use certain features of the Site or applicable Services, you will have to register and create a password-protected account (your "Account"). You agree and acknowledge that you will not allow others to utilize your Account. You are responsible for maintaining the confidentiality of your password and Account, and are fully responsible for all activities that occur under your password and Account. You agree to: (i) immediately notify MedShips of any unauthorized use of your password or Account or any breach of security, and (ii) ensure that you fully exit from your Account at the end of each session (unless you wish to keep your session open, in which case you will remain logged into your Account for a time period determined by MedShips; however, please note that leaving your session open may increase the chance of unauthorized use of your Account). You further agree not to use anyone else's password on the Site or attempt to gain access to the accounts of other members. MedShips cannot and will not be liable for any loss or damage arising from your failure to comply with this provision. MedShips reserves the right (but not the obligation) to terminate your access to your Account at any time without notice for any reason whatsoever.
Use of the Site: In addition to all of the other restrictions contained in these Terms, but without limitation, you will not use the Site to:
• engage in commercial activity, including, without limitation, commercial use of the Site or the Services, except for the purpose of arranging or scheduling shipping services for yourself or your customers;
• reproduce, copy, display, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Site for other than your own personal, non-commercial use;
• reformat or frame any portion of the web pages that are part of the Site or Services;
• create user accounts by automated means or under false, misleading or fraudulent pretenses;
• copy or modify the HTML code used to generate web pages on the Site;
• use any device, software, or procedure that interferes with the proper working of the Site or Services, or otherwise attempt to interfere with the proper working of the Site or the Services;
• take any action that imposes, or may impose in MedShips’ sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
• modify, adapt, translate or reverse engineer any portion of the Site or Services;
• transmit or disseminate viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another's computer, the Site, or any software, hardware or other related equipment;
• disrupt or otherwise interfere with the Site or the networks or servers used by MedShips ;
• impersonate any person or entity or misrepresent your connection or affiliation with a person or entity;
• collect or store, or attempt to collect or store, personal information about other Site users; or
• engage in illegal activity.
MedShips reserves the right (but not the obligation) to terminate your access to the Site at any time without notice for any reason whatsoever.
Provision of Customer Information: If you are business client of MedShips, you agree that before you provide any of your customers' personal information to MedShips or enter such information into the Site that you will first obtain permission from your customers to do so. MedShips shall not be responsible or liable for any business client's failure to obtain appropriate consent from its customers before using Site or the Services.
Shipping Services: Although MedShips provides a platform through the Site and the Services for arranging and facilitating the shipment of medically related products ("Medical Products"), you acknowledge that MedShips utilizes one or more third-party companies to transport those Medical Products and that other third parties may be involved in or responsible for submitting your Medical Products to MedShips or its shipping provider and/or receiving your Medical Products at the shipping destination. In the event that your Medical Products are damaged or lost during shipment, or do not arrive at the shipping destination within a timely manner due to a failure of MedShips or its third-party shipping company, you may request MedShip’s assistance with submitting any claims or complaints to the shipping company. Upon receiving timely and properly submitted information from you for such a claim or complaint, MedShips may share that information with its third-party business partners that were involved in handling that shipment (such as the shipping company). MedShips and/or its third-party business partners may contact you regarding these issues. MedShips and/or its third-party business partners may conduct a reasonable investigation into your claim, but in no event is MedShips required or obligated to investigate any claims pertaining to lost, damaged or delayed Medical Products. You acknowledge and agree that your request for assistance from MedShips, and/or any reasonable investigation into your claim, does not entitle you to compensation or damages from MedShips, or any action or recourse by MedShips.
Limits on Liability: MedShips, its respective affiliates and subsidiaries and all of their respective officers, directors, employees, shareholders, members, managers, successors, agents, and relevant third parties, including, without limitation, advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors will not be liable for:
• the content of any website not controlled, owned, or operated by MedShips that is accessed from or linked to this Site;
• the content, services or information provided by any website purporting to be operated by MedShips, but not actually affiliated with, controlled, owned, or operated by MedShips;
• any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or line failure;
• any loss of or damage to any Medical Products and any damages caused by a delay in the shipping of Medical Products, to the extent such loss, damage or delay is attributable to a third party that (a) provides shipping and/or transport services for Medical Products; (b) receives shipment of the Medical Products from MedShips or its shipping provider; and/or (c) provides, or is responsible for providing, the Medical Products to MedShips or its shipping provider for shipment;
• the contents of any communication, message, or information posted by you or other third parties; and
Content: All offers, invitations, discounts, promotional codes, packages and pricing are subject to change at any time. The information on the Site may contain inaccuracies and typographical errors, including, but not limited to, inaccuracies relating to pricing or availability that are applicable to your transaction. MedShips shall not assume any responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor transactions or information affected by such inaccuracies. MedShips reserves the right to make changes, corrections, cancellations and/or improvements to the information on the Site, and to the products and Services described on the Site, at any time without notice, including after confirmation of a transaction.
It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, statements, representations, services, and other information provided through the Site. You acknowledge that you may not rely on any content on the Site. MedShips does not endorse or represent the reliability, accuracy or quality of any information, or non-MedShips goods, services or products displayed or advertised on the Site. We make no representations or warranties, express or implied, with respect to the information provided on this Site.
Third Party Websites and Services: Although we hope that you will find the material on this Site informative, the material and links to third-party websites and resources that may be included on the Site are provided for informational purposes only. Providing links to these sites by us should not be interpreted as endorsement or approval by MedShips of the organizations sponsoring these sites or their products or services. We make no representations or warranties, express or implied, with respect to the information provided on this Site or any third-party website or service which may be accessed by a link from this Site, including any representations or warranties as to accuracy or completeness. Because MedShips has no control over third-party websites and resources, you acknowledge and agree that MedShips is not responsible or liable for, and does not endorse, the availability, accuracy, completeness or authenticity of information available through such websites, resources or services, your use or your exchange of any information with such websites or services, or the content, statements, representations, advertising, products, services or other materials on or available from such third-party sites or resources. You further acknowledge and agree that MedShips shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use or reliance on any such content, information, goods, or services available on or through any such site or resource. If you decide to access any such third-party websites, resources or services, or to transact with such third party for their products, properties or services, you do so entirely at your own risk. By leaving this Site, you may be subject to the terms and conditions and the privacy policies of such third party websites.
Proprietary Rights: You acknowledge and agree that content contained in the Site or information presented to you through the Site may be protected by copyright, trademark, or patent law, or other proprietary rights and laws. Except as expressly authorized by MedShips or its affiliates, you agree not to modify, distribute, copy, reproduce or create derivative works based on the proprietary portions of this Site, in whole or in part. You may not reverse engineer, decompile, or disassemble the Site or its underlying technologies, except to the extent the foregoing restriction is expressly prohibited by applicable law. Those portions of the Site owned by MedShips are the copyright of MedShips. All rights reserved. You agree that all of MedShips’ trademarks, trade names, service marks, logos and service names are trademarks and are property of MedShips (the "MedShips Marks"). You agree not to display or use in any manner the MedShips Marks, without the express prior permission of MedShips.
No Reproduction or Resale: You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site, use of the Site, or access to the Site.
Indemnification: You agree to indemnify, defend and hold MedShips, its respective affiliates and subsidiaries and all of their respective directors, officers, members, managers, employees, agents, successors and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “MedShips Indemnified Parties”) harmless from and against any claims, demands, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (i) your negligence or misconduct; (ii) your information or any other materials contributed to or submitted through the Site or the Services, including without limitation information associated with your account; (iii) your conduct, including your use of the Site and Services; (iv) your connection to the Site; (v) any violation or breach of these Terms; or (vi) your violation or infringement of any intellectual property, privacy, publicity, confidentiality, proprietary or other rights of any person or entity (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the MedShips Indemnified Parties. MedShips shall have the right, in its sole discretion, to select its own legal counsel to defend the MedShips Indemnified Parties from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all of MedShips’ reasonable attorneys’ fees incurred in connection therewith. You shall notify MedShips immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your or MedShips’ ability to fully perform their respective duties or to exercise its rights under these Terms. You shall not, without the prior written approval of MedShips, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any of the MedShips Indemnified Parties.
Enforcement: MedShips does not assume responsibility to you or others for any failure by MedShips to enforce the provisions contained in the Terms.
Termination: You agree that MedShips, in our sole discretion and with or without notice, may terminate your use of the Site (or any part thereof) for any reason, including, without limitation, for lack of use or if MedShips believes that you have violated or acted inconsistently with the letter or spirit of the Terms. MedShips may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of the Terms may be effected without prior notice, and acknowledge and agree that MedShips may immediately bar any further access to the Site. Further, you agree that MedShips shall not be liable to you or any third party for any termination of your access to the Site.
General Acknowledgments: You acknowledge that MedShips may establish general practices and limits concerning your use of the Site. You agree that MedShips has no responsibility or liability for the failure of the Site and the deletion of other content maintained or transmitted by the Site. MedShips reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that MedShips shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. You further acknowledge that MedShips reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
DISCLAIMER OF WARRANTIES: YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
1. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND INFORMATION AND MATERIAL IN THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITH RESPECT TO THE SITE AND INFORMATION AND MATERIAL IN THE SITE, MEDSHIPS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SITE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS, OR OTHER HARMFUL SOFTWARE OR HARDWARE. YOU HEREBY ACKNOWLEDGE THAT THE SITE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SITE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE MEDSHIPS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SITE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE CAUSED BY SUCH FACTORS.
2. MEDSHIPS MAKES NO WARRANTY THAT (i) THE SITE AND INFORMATION AND MATERIAL THEREIN WILL MEET YOUR REQUIREMENTS, (ii) THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR INFORMATION AND MATERIALS THEREIN WILL BE ACCURATE, RELIABLE, OR AVAILABLE, (iv) ANY ERRORS IN THE SITE OR INFORMATION OR MATERIALS THEREIN WILL BE CORRECTED, AND (v) THE SITE AND ITS CONTENTS AND SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.
3. ANY MATERIAL, INFORMATION, PRODUCTS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDSHIPS OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
EXCLUSIONS AND LIMITATIONS: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Governing Law: You and MedShips agree that the Terms and the relationship between you and MedShips shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws analysis. You and MedShips hereby irrevocably and unconditionally submit to the jurisdiction of courts located within the county of Clackamas, Oregon or the United States District Court for the 5th Judicial District of Oregon for purposes of all legal proceedings arising out of or relating to the Terms and agree not to commence any legal proceedings related thereto except in such court. You and MedShips irrevocably waive, to the fullest extent permitted by law, any objection that you/it may now or hereafter have to the laying of the venue of any proceeding brought in any such court or any claim that a legal proceeding commenced in such court has been brought in an inconvenient forum.
Waiver: MedShips’ failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MedShips in writing.
Severability: If any provision of these Terms is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable, and the remaining provisions shall constitute the parties’ agreement.
Time Limitation: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Terms or use of the Site must be filed within two (2) years after such claim or cause of action arose or be forever barred.
Headings: The section headings and sub-headings contained in the Terms are for convenience only and have no legal or contractual effect.