This Terms of Service agreement (“Agreement”) is between you and Medicines360, a California Nonprofit Public Benefit Corporation (“Medicines360”) concerning your access and use of the online site currently located at www.Medicines360.org (including, without limitation, any page contained therein and together with any successor site(s) and any account on social media platforms controlled by Medicines360 (collectively, the “Site”)). By accessing the Site, you accept, without limitation or qualification, these terms and acknowledge that any other agreements regarding the use of this Site between you and Medicines360 are superseded and of no force and effect. The Site is made available by Medicines360 subject to this Agreement. Your use of the Site is governed by this Agreement, regardless of how you access the Site (including, without limitation, through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network, or otherwise).
1. Copyright. Medicines360 provides access to certain content and services, which may include, without limitation: (a) services such as profiles, forums, message boards, donation functionality, registration functionality, photos, video, blogs, comment functionality, reviews, ratings and links to third party websites; and (b) content such as audio and video clips, photographs, graphics, images, text, data, user comments, newsletters, email updates, opinions, postings and messages and other similar content (such content and services, collectively, the “Services”). Medicines360 or its licensors and suppliers own the information and materials made available through the Site and make such information and materials available for third-party copying, reproduction, distribution, modification, display, republication, transmittal, reposting, or other use only upon receipt of Medicines360’s prior written permission, to be granted in Medicines360’s sole discretion on a case-by-case basis. To request such permission, please contact Medicines360 at 1-415-951-8700. Notwithstanding the foregoing, Medicines360 hereby grants you a non-exclusive, revocable license to reproduce one copy of any information Medicines360 designates in writing as downloadable and makes available for download on the Site, provided that you will use such reproduction for non-commercial purposes and otherwise comply with all terms and conditions of this Agreement. Unless otherwise stated, no material on this Site is in the public domain. Except as expressly authorized in advance by Medicines360, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Site or Services or any information or materials made available through the Site.
2. Links. You may not establish a link to this Site without the express written consent of the CEO or COO of Medicines360. The Site may provide links to other web sites and online resources. Because Medicines360 has no control over such sites and resources, you acknowledge and agree that Medicines360 and its employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers (“Affiliated Entities”) are not responsible for the availability of such external sites or resources, and Medicines360 and its Affiliated Entities neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other web sites may provide links to the Site with or without Medicines360’s authorization. You acknowledge and agree that Medicines360 and the Affiliated Entities are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith. YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES. Further, Medicines360 shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.
3. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, Medicines360 expects users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section. Your failure to comply with such rules may result in termination of your access to the Site under this Agreement. You agree to the following:
Posting and Communication Restrictions. You will not post, transmit, or otherwise make available, through or in connection with the Site or through the Services:
- Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
- Any material, non-public information about a company without the proper authorization to do so.
Use Restrictions. You will not:
- Use the Site for any fraudulent or unlawful purpose.
- Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
- Use the Site to impersonate any person or entity, including without limitation any of its representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that Medicines360 endorses any statement or posting you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site).
- Use the Site to advertise or offer to sell or buy any goods or services without its express prior written consent.
- Reproduce, copy, modify, adapt, translate, sell, resell, make available, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site or any portion thereof, including its Services.
- Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
- Frame or mirror any part of the Site without its express prior written consent.
- Create a database by systematically downloading and storing Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without its express prior written consent. Notwithstanding the foregoing, Medicines360 grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Medicines360 reserves the right to revoke these exceptions either generally or in specific cases.
Additionally, you acknowledge and agree that you (and not Medicines360) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site, and paying all charges related thereto.
4. Accuracy. While making reasonable efforts to ensure that all information in this Site is accurate and up to date, Medicines360 makes no representation or warranty of the accuracy, reliability, or completeness of the information.
6. Registration; User Names and Passwords. You may be required to register with Medicines360 in order to access certain Services or areas of the Site. With respect to any such registration, Medicines360 may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that Medicines360 rejects for any other reason in Medicines360’s sole discretion.
Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name (including, without limitation, all Transactions). You agree to immediately notify Medicines360 of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session. Medicines360 is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
7. Forums. Medicines360 and/or its service providers may make available through the Site, largely through accounts on social media platforms controlled by Medicines360, Services to which you are able to post information and materials (each, a “Forum”).
Information contained in the Forums may be provided by employees of Medicines360 and the Affiliated Entities as well as by third party visitors to the Site. Please note that Site visitors may post messages or make statements in the Forums that are inaccurate, misleading or deceptive. Medicines360 and the Affiliated Entities neither endorse nor are responsible for any opinion, advice, information or statements made in the Forums by third parties. Without limitation, Medicines360 and the Affiliated Entities are not responsible for any information or materials made available through the Forums (including without limitation errors or omissions in Forum postings or links or images embedded in Forum messages) or results obtained by using any such information or materials. Under no circumstances will Medicines360 or Affiliated Entities be liable for any loss or damage caused by your reliance on such information or materials. The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Medicines360.
In addition, Medicines360 and the Affiliated Entities have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information voluntarily made public through a Forum or any other part of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON THE SITE, YOU DO SO AT YOUR OWN RISK.
8. Submissions. You retain ownership of any information, content and/or materials you submit to the Site, through electronic mail, a Forum or otherwise, including, without limitation, any data, questions, comments, suggestions, stories, ideas, concepts, know-how, techniques or the like, you submit to the Site (each, a “Submission”). You hereby grant to Medicines360 and its service providers and designees a worldwide, non-exclusive, transferable, sublicenseable through multiple tiers, fully-paid up and royalty-free, perpetual and irrevocable right and license to reproduce, distribute, adapt, create derivative works of, transmit, publicly display and publicly perform and otherwise make, have made, use, have used, import, have imported, sell, have sold, offer for sale, have offered for sale, exploit, and have exploited each such Submission, in any media now known or hereafter developed.
For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, complies with all applicable laws, rules and regulations. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Medicines360 requests this waiver to help ensure that it has all the rights it may need to provide the Services available through the Site.
The terms and conditions of this Agreement apply to all Submissions and shall govern irrespective of whether a Submission is sent via SMS, MMS or email. For purposes of clarity, your sending of a Submission via SMS, MMS or email constitutes your agreement to the terms and conditions of this Agreement.
10. Monitoring. You acknowledge and agree that (a) Medicines360 reserves the right (but has no obligation) to do any or all of the following, at its discretion: (i) monitor Submissions; (ii) alter, remove, or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submissions, and the circumstances surrounding their transmission, to any third party in order to operate the Site; to protect Medicines360 and the Site’s users and visitors; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any other reason or purpose.
11. Specific Disclaimer Concerning Medical Information. The information provided in this Site is intended for general informational purposes only. It is not a substitute for medical advice and is not intended to provide complete medical information. MEDICINES360 DOES NOT OFFER PERSONALIZED MEDICAL DIAGNOSIS OR PATIENT-SPECIFIC TREATMENT ADVICE. All medical information presented should be discussed with your healthcare professional. Remember, the failure to seek timely medical advice can have serious ramifications. Medicines360 urges you to discuss any current health related problems you are experiencing with a healthcare professional immediately. Medicines360 does not respond to any questions concerning specific medical conditions. If you transmit such information, while Medicines360 will not intentionally release it or make it public, Medicines360 cannot assure you that the information will be kept private. MEDICINES360 URGES YOU TO REFRAIN FROM SENDING SUCH INFORMATION BY EMAIL.
12. Exclusion of Warranty. THE SITE AND ANY GOODS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. MEDICINES360 AND THE AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY PRODUCT OR SERVICE (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) OBTAINED THROUGH THE SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.
13. Limitation of Liability. USE OF THIS SITE IS AT YOUR OWN, SOLE RISK. MEDICINES360 AND THE AFFILIATED ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, MEDICINES360 AND THE AFFILIATED ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY MEDICINES360 OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF MEDICINES360 FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO MEDICINES360 TO ACCESS AND USE THE SITE.
14. Indemnity. You agree to defend, indemnify and hold harmless Medicines360 and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site; or (b) any violation of this Agreement by you.
16. Trademarks. The trade names, trademarks and service marks owned by Medicines360, whether registered or unregistered, may not be used in connection with any product or service that is not Med360’s, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Medicines360’s trade names, trademarks or service marks without its express prior written consent.
17. Export Control. The Site is controlled and operated by Medicines360 from the United States, and is not intended to subject Medicines360 to the laws or jurisdiction of any state, country or territory other than that of the United States. Medicines360 does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. Software and other materials from this Site may be subject to United States export control. For example, the export control laws of the United States prohibit exporting certain technical data and software to certain territories and no software from this Site may be downloaded or exported (1) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods and if additional countries are added to the United States embargo they will be considered subject to this restriction; or (2) to anyone on the U.S. Treasury Department’s list of specially designated nationals, or the U.S. Commerce Department’s table of deny-orders. For purposes of clarity, Medicines360 does not authorize the downloading or exporting of any software or technical data from this Site to any prohibited jurisdiction under the United States export laws. Medicines360 may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction it chooses, at any time and in its sole discretion.
18. Revisions. Medicines360 reserves the right to update or make changes to this Agreement from time to time in its sole discretion, which changes it may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. When using any Services, you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to such Services, which are hereby incorporated by reference into this Agreement. Medicines360 reserves the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that neither Medicines360 nor any of its Affiliated Entities shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any Service, content, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.
19. Termination. This Agreement is effective until terminated. Medicines360, in its sole discretion, may terminate this Agreement (and your access to or use of the Site), at any time and for any reason, including, without limitation, for any conduct that Medicines360 considers to be inappropriate, or for your actual or suspected breach of this Agreement.
You agree that Medicines360 and the Affiliated Entities shall not be liable to you or any third party for any termination of your access to the Site. Sections 2, 4-8, 10-20, and 22-26 shall survive any termination of this Agreement.
20. Disputes. This agreement is governed by the laws of California, regardless of conflicts of laws. The United States Federal District court of the Northern District of California shall be the exclusive jurisdiction and venue for any claim between the parties, and you hereby agree to waive any jurisdictional, venue or inconvenient forum objections to such courts.
21. Contact Medicines360. If you have any questions regarding the meaning of application of this Agreement, please direct such questions to: Medicines360 Website, 353 Sacramento St. STE 300 San Francisco, California 94111 USA.
22. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, Medicines360 hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at OnGuard Online (http://onguardonline.gov/). Please note that Medicines360 does not endorse any of the products or services listed at such site.
23. Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email to email@example.com. You may also contact Medicines360 by writing to 353 Sacramento St. STE 300, San Francisco, CA 94111, or by calling Medicines360 at (415) 951-8700. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
24. Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.
25. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Medicines360 a notice requesting that Medicines360 remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Medicines360 a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://copyright.gov/ for details. Notices and counter-notices should be sent to: Medicines360 Website, 353 Sacramento St. STE 300 San Francisco, California 94111 USA
Medicines360 suggests that you consult your legal advisor before filing a notice or counter-notice.
26. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Medicines360. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without its express prior written consent. Medicines360 may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This, together with all policies referred to herein, is the entire Agreement between you and Medicines360 relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Medicines360 relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Medicines360’s discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Medicines360 will not be responsible for failures to fulfill any obligations due to causes beyond its control.
Last Updated: April 16, 2018
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