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Acceptable Use Policy
This Acceptable Use Policy (“Policy”) sets out the terms on which You, as a Health Professional, may access Our services, applies to Your use of the services available on the MC Integrate Platform (“Services”), and sets out activities that are prohibited in connection with Your use of the Services. Your use of our Platform and Site means that You accept and agree to abide by the terms of this Policy which are supplemental to Our "Health Practitioners Terms of Service" and "Patients of Health Practitioners Terms of Service" located on this page. Capitalized terms that are used, but not otherwise defined herein, are defined in Our Terms of Service.
In operating and providing services under the MC Integrate Platform, it is MC Integrate’s priority to maintain the integrity of the Platform and optimize every User’s experience. Your compliance with the guidelines below assists Us in maintaining the valued Supplier partnerships that allow Health Professionals to access an extensive catalog of professional grade natural health Products.
Discounts and Pricing
Any display of discounts or pricing information for Products may not be in any form or manner that is public facing if displayed in conjunction with the MC Integrate name or logo, or in connection to Your MC Integrate account.
This includes, without limitation, on Your website, social media, any other form or type of public distribution channels. You are, however, permitted to share Product pricing with Your Patients when direct, private contact between You and the Patient is made (e.g. newsletters, direct mailings, direct announcements, etc.), via Your restricted access clinic website.
Restriction on Reseller Accounts
The MC Integrate Platform permits both direct to Patient orders as well as wholesale orders by Health Professionals.
You may only purchase and resell Products as a Health Professional if You are located in the United States and have been given access to permit purchases from Your Account.
Certifications
Healthcare Professionals are required to submit proof of licensure (if applicable) or education to MC Integrate to confirm their professional standing in their profession or field.
In order to continue to use Your Account as a Health Professional and have access to the MC Integrate Platform, certification documents provided to MC Integrate must be kept up to date. MC Integrate reserves the right to suspend Your Account in the event of a terminated or expired certification.
Prohibited Activities
You may not use, or facilitate the use by others, the Services or the MC Integrate Platform for any activities that are (a) illegal or violate the rights of others; (b) harmful to MC Integrate’s brand reputation and operations; (c) violate the MC Integrate Terms of Service or any of its third party service providers; (d) fraudulent or misleading; (e) defamatory, harmful, abusive, or threatening; and/or (f) disruptive to the operation of the MC Integrate Platform and/or other Users of the Platform.
You may not upload any personally identifiable information, sensitive information, confidential information or personal health information to the Platform unless permitted by applicable laws and/or You have the consent of the person to whom the information belongs or who is otherwise authorized to provide such consent.
Reporting
If You identify any activity or see any content from a User that You believe is in violation of this Policy, please report such violation to [email protected]. If You suspect a Patient is purchasing Products on MC Integrate for the purpose of reselling the Products in violation of this Policy you have a responsibility to report this to MC Integrate at [email protected].
Enforcement
MC Integrate reserves the right to investigate any violation of this Policy and to cancel or suspend Accounts if misuse or a violation is reasonably suspected to have occurred, or has occurred, including termination of any existing agreements between You and MC Integrate.
BGPR Corporation. All rights reserved.
MC IntegrateⓇ and the MC Integrate logo are trademarks of BGPR Corporation.
Introduction
Welcome to MC Integrate®, an online cannabinoid education and marketplace platform for Health Professionals and their Patients. These Terms of Service (“Terms”) govern your access and use of the websites, mobile applications and other platforms and services provided by BGPR Corporation and/or its subsidiaries or affiliated companies (collectively, “MC Integrate,” “we,” “us,” or “our”) that incorporate or link to these Terms (collectively, “sites”).
Please read these Terms and carefully, as your use of our sites constitutes your agreement to be bound by both these Terms. If you are accepting these Terms on behalf of any third party, you represent and warrant that: (i) you have full legal authority to bind the applicable third party to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the third party that you represent, to these Terms.
Other terms also apply to your use of the sites, and they are incorporated herein by this reference. These include terms that will apply to sales promotions and other features that may be available on the sites from time to time and our Privacy Statement, which applies to any data shared on the sites.
Definitions
Throughout these Terms, we may use certain words or phrases, and it is important that you understand their meanings. For your convenience, we have capitalized those words or phrases that are defined in this section.
“Account” means either a Practitioner Account, Practitioner Seller Account or Patient Account, including any linked staff accounts.
“Governmental Authority” means any national, state, local or other government—or subpart, agency or unit thereof—with jurisdiction over the sale of Product by MC Integrate under the terms of these Terms, or any Services furnished or received in connection with such transactions.
“Health Professional” or “Practitioner” means a qualified and licensed (if required by Law) person who uses the sites and our Services to connect with their Patients.
“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof.
“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority.
“Payment Processor” means a third-party company which processes payments on behalf of MC Integrate or a Health Professional.
“Patient” means a person who purchases Product(s) from a Health Professional.
“Patient Account” means a MC Integrate account opened by a Patient to purchase Products on the Platform.
“Practitioner Account” means a MC Integrate account opened by a Health Professional through which the Health Professional can share healthcare recommendations with Patients.
“Practitioner Seller Account” means a MC Integrate account opened by a Health Professional through which the Health Professional can sell Products to Patients.
“Products” means those items available for purchase through the sites.
“Services” refers to the services that we provide or arrange for through our sites, including our sites themselves, all services furnished to Health Professionals, and all services provided to Patients on behalf of Health Professionals, including order processing, payment collection and processing, shipping and tracking, website hosting, and any other support services provided for Patients on behalf of Health Professionals.
“Supplier” means a specific company that is in the business of manufacturing and/or selling specific Product(s).
“User” refers to Patients, Health Professionals, Health Product Distributors, and general visitors to the sites.
Content for Information Purposes Only
The information and content contained on the sites is provided for informational purposes only and is not meant to provide you with medical advice or for replacing your professional knowledge. The information on the sites is not a substitute for medical care or for seeing or obtaining advice from a health care professional. You should not use the information available on the sites (including, but not limited to, information that may be provided on the sites by health care or other professionals employed by or contracting with us) for diagnosing, treating, curing, or preventing a health problem or disease.
We specifically invoke the First Amendment rights of freedom of speech and of the press without prejudice. These statements have not been evaluated by the Food and Drug Administration. The products discussed are not intended to diagnose, cure, prevent or treat any disease. We always recommend that licensed local healthcare professionals be consulted.
We work to ensure that information on the sites is correct; however, we cannot guarantee that all information is correct, complete or current. Suppliers may make changes to Products from time to time, and actual Product packaging and materials may contain more and/or different information than that shown on the sites. Please consult all labels, warnings, and directions for the most accurate product information prior to using or consuming Products.
All features, specifications, Products and prices described on MC Integrate are subject to change at any time without notice. We reserve the right to make changes to information about price, description or availability without notice. The inclusion of any Products or Services on MC Integrate does not imply or warrant that these Products or Services will be available at any particular time.
ACKNOWLEDGEMENT OF U.S. FEDERAL LAW: User expressly acknowledges that the sites are for residents of states and localities with laws regulating medical or recreational use of cannabis only and that medical cannabis collectives and patients are established pursuant to their respective local laws. Marijuana is included on Schedule 1 under the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. User further acknowledges that medical use is not recognized as a valid defense under federal laws regarding marijuana. User also acknowledges that the interstate transportation of marijuana is a federal offense.
Eligibility
In order to use our sites and any Services, you must meet a number of conditions, including but not limited to:
Right to Access and Rules of Use
Subject to the terms and conditions of these Terms, and so long as your Account is in good standing, MC Integrate hereby grants to you a limited, personal, revocable, non-exclusive, non-transferable right to access and use the sites solely for your internal business purposes.
In addition to meeting the eligibility requirements above, you agree to comply with the following rules governing use of our sites and Services:
Our provision of Services to you is contingent on your agreement with this and all other sections of these Terms. We reserve the right to change or include new requirements as deemed appropriate in our sole discretion without providing prior notice to you.
You hereby expressly acknowledge that you are solely and exclusively responsible for your (as well as any agents and linked staff accounts) compliance with these Terms and any and all applicable Laws, and that MC Integrate does provide any advice concerning potentially applicable Laws or your compliance therewith. The reference to specific laws or regulations shall not be read or construed to imply that such laws or regulations are applicable to you, nor that other laws or regulations are not applicable to you. Further, MC Integrate expresses no opinion with respect to the appropriateness or legality of the resale or recommendation of Products to Patients by a Health Professional. It is your responsibility to consult with the appropriate advisors as necessary to ensure that you are informed of and in compliance with all applicable Laws.
If you wish to use our Services, MC Integrate requires that you be authorized by the applicable Governmental Authority; by using our Services, you hereby warrant that you are so authorized. Many jurisdictions require that Health Professionals making recommendations to Patients on health-related matters be licensed to do so. Additionally, Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over Health Professionals may require that certain ethical standards be followed. You may also be required to make certain disclosure to Patients or be limited in your ability to charge Patients more than the Manufacturer’s Suggested Retail Price (MSRP) for Products. You agree to act in accordance with all licensing and ethical standards applicable to you as a Health Professional.
Accounts and Passwords
Certain features or Services offered on or through the sites may require you to open an Account (including setting up a username and password). You are solely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account; we will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password on-line, by email or by phone, or through a third party service, if any, through which you access the sites. You agree to notify MC Integrate immediately of any unauthorized use of your Account or password. You may not use the Account, username or password of any other individual or company at any time without the express written permission and consent of the holder of the Account. MC Integrate will not be liable for any loss or damage arising from your failure to comply with this Section, including for misuse or misappropriation of your information, and you agree to indemnify MC Integrate from any claims damages, losses, and/or costs resulting from a breach of your obligations with respect to your account and account information.
By creating an Account, you also consent to receive electronic communications (e.g., via email, SMS or push notifications, where applicable). These communications may include notices about your Account (e.g., Account changes, password resets and other transactional information) and are part of your relationship with us. We may also send you promotional communications, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may modify your communications preferences by following the instructions contained in our promotional messages or through your Account settings; please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving marketing communications, we may still send you transactional messages relating to your use of the sites or messages sent as part of an existing business relationship.
Practitioner Seller Account Purchases, Payments and Sales Tax (Direct to Patient)
Products sold through the MC Integrate Platform are quoted at MSRP. Practitioner Seller Accounts have the ability to discount the Product sale price up to the margin percentages noted in your Account to no lower than the service fee earned by such Health Professional noted below. You agree to abide by all applicable Laws and professional ethical guidelines for the Products you recommend when setting the Product sale price.
For all Practitioner Seller Accounts, MC Integrate collects its fee as a percentage of MSRP for Services, costs of Products, and payment processing furnished by MC Integrate to Patients on your behalf. The balance is your service fee. The allocation of MC Integrate’s fees relative to your service fee will be determined on a Product-by-Product basis and shall be disclosed to you in your user Account. MC Integrate reserves the right to modify these allocations in its sole discretion from time to time in its sole discretion without notice to you and all new Product orders after such changes will be subject to the new allocations. Please check daily for updates on fee allocations in your Account. Practitioner Seller Accounts are the vendor/retailer/seller of record with respect to the sale of Products through your Account.
We reserve the right to charge and collect for additional fees from the Patient such as shipping, handling and restocking fees. The Platform, in partnership with the Payment Processor, will process payments by Patients and will distribute from the proceeds, MC Integrate’s fees, sales tax and shipping and handling fees, and the remaining proceeds will be distributed to the Practitioner Seller’s bank account.
MC Integrate maintains responsibility for the collection and remittance of retail sales taxes for Products sold through the MC Integrate Platform. You agree to submit to MC Integrate, at our request, any required documentation, such as re-seller statements, to comply with the applicable Laws regarding waiver of sales tax collection.
Practitioner Accounts
Health Professionals who register for a MC Integrate Practitioner Account may use MC Integrate to recommend Products to Patients for purchase from MC Integrate. Unlike Practitioner Seller Accounts, Health Professionals will not have any say over the sale price of any Products. You will not be the vendor/retailer/seller of record with respect to the sale of products through the sites.
Payment Terms
Advertisements of Products for sale on MC Integrate are invitations to users to make offers to purchase Products and are not offers to sell. A user’s properly completed and submitted order request constitutes such user’s offer to purchase the Products referenced in the order. An order is deemed to be accepted only if the user that places the order receives a confirmation on the sites, or to such user’s email address, indicating that the order has been processed. MC Integrate reserves the right to refuse all or part of any order, and to limit quantities of Products available for sale or sold as well as the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever.
The prices for Products are set out on MC Integrate and all other applicable amounts, charges and taxes are indicated when a Patient makes a purchase. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the credit card information on file for the user placing the order.
Unless otherwise stated, all fees are quoted in USD for users in the United States. Receipts for purchased Products will be delivered to the Patient or Practitioner, as applicable, via the sites or the email address associated with the applicable user’s Account.
Any cost of shipping will be in accordance with stated shipping costs and will be collected and charged directly to the Patient. Title and risk of loss transfer upon delivery to the shipping carrier. Any shipping times shown on the sites are estimates only; actual delivery dates may vary. Additional policies covering shipping and returns are available on the sites.
Nature of Financial Accounts (Practitioner Seller Accounts)
The money held by MC Integrate and/or the Payment Processor, prior to distribution to a Practitioner Seller, is not a deposit insured by the Federal Deposit Insurance Corporation, or any other entity. MC Integrate is not licensed as a bank or other financial institution. you agree and acknowledge that MC Integrate is not required to open a separate account for your funds and may comingle funds to which you may be entitled in accounts with other funds. MC Integrate shall attribute portions of comingled funds to you based on the records of transactions which MC Integrate controls.
For Practitioner Seller Accounts, MC Integrate may place a hold on funds as a matter of routine or in circumstances where it believes there is a high risk of chargebacks or of fraud, money laundering, or other unlawful activity. We may charge fees relating to the payment of funds (such as money order or wire transfer fees), which we will post on our sites and/or notify you of by email.
Our Intellectual Property Rights
The sites, including the underlying software and technology, contain copyrighted material, trademarks (including but not limited to the MC Integrate® trademark), service marks, trade dress, logos, and other registered and unregistered proprietary content, including but not limited to, text, software, technology, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”) that is the property of MC Integrate and its affiliates and licensors, and the entire selection, coordination, arrangement and “look and feel” of the sites and the Content are copyrighted as a collective work of MC Integrate under copyright laws.
MC Integrate’s Content is important because it distinguishes MC Integrate from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the sites, including any Health Professional dispensary sites hosted by MC Integrate, without receiving our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of MC Integrate, its Suppliers or licensors. No Content or Product names may be used as part of a URL, secondary level domain name, metatag, key word, or file name or used in any advertising (including but not limited to Google Ads, Facebook Ads, etc.)
Neither these Terms nor your use of the sites transfer any right, title or interest in the sites, Content, or MC Integrate Intellectual Property Rights to you. We and our third-party licensors retain all of our and their respective right, title, and interest to the sites, Content, and Intellectual Property Rights. Any rights not expressly granted herein are reserved. We may revoke our consent for your use of our Content, or any other permission granted to you under these Terms, at any time and in our sole discretion. you agree that if we so request, you must take immediate action to remove any usage of our Content that you may have engaged in, even if it would cause a loss to you.
Your Copyright
MC Integrate permits Health Professionals to upload custom logos and make other modifications to personal dispensary websites provided by MC Integrate and created by Health Professionals through the sites and must be assured that it has the right to use the content that is posted to its sites by its users. Such content may include, but is not limited to, photographs, videos, text, audio, and other materials. Whenever submitting content to the sites, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sub-licensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to the sites. You warrant to us that you have the right to grant us this right over such content, and you agree to indemnify, defend and hold us harmless for any losses, damages, expenses, liabilities and costs (including, without limitation reasonable attorneys’ fees and costs) resulting from a breach of this warranty pursuant to the Section entitled “Indemnity and Limitation of Liability” below.
In addition to the general license above, you agree that, notwithstanding any intellectual property legislation to the contrary, any arrangement of catalog items or other data provided by MC Integrate in relation to a dispensary or landing page that we host for you in your capacity as a Health Professional shall not attract any copyright or other intellectual property protections, and does not preclude MC Integrate or its other users from arranging the same data in a same or similar manner. You agree that the conditions under this paragraph are necessary in order to prevent intellectual property disputes among many users and/or MC Integrate over the arrangement of data which is available for all users to use.
Copyright & Trademark Infringement
We take copyright and trademark infringement very seriously. If you believe that another user has infringed on your intellectual property rights in the U.S., please notify us immediately by sending full details to [email protected]. When notifying us of the alleged copyright infringement please provide the following information:
If we in good faith believe any material infringes a copyright or otherwise violates any Intellectual Property Rights, we will remove or disable access to such material.
Libel and Slander
Defamation is prohibited by these Terms, and we request that you notify us at [email protected] if you believe any content on the sites is defamatory.
Please address such notices to us at:
MC Integrate
46 Peninsula Center Drive
Suite E471
Rolling Hills, CA 90274
Third Party Applications and Resources.
The sites provide, and third parties may provide, links to third-party applications and websites products, devices, items, services, and other materials (collectively, “resources”), including resources that are framed within the sites. We provide links to third party-owned resources as a convenience to users. Third-party resources are not under our control, and you acknowledge and agree that we are not responsible for the availability of such resources, and that we do not endorse, sponsor, recommend, and are not responsible or liable for any third party resources or other content, products, services or materials on or available from such resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party resources; your use of any third-party resources and any interactions with third parties, including payment and delivery of resources, any other terms, conditions, warranties, or representations associated with such use or interaction, are solely between you and such third parties. If you visit third-party resources, we encourage you to consult the privacy policy and the terms and conditions of each such resource that you visit; your relationship with such third party is independent and subject to such party’s privacy policy and terms and conditions and you access these resources at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
We may offer you the ability to connect your Account with third-party resources, such as EHRs. You understand and acknowledge that by connecting your Account, we and the third party may share information between your accounts, and you are responsible for notifying us of any restrictions on data sharing and for instructing the third-party resources on any limitations on information provided to it by us. We accept no responsibility for information transmitted to the third-party resource and outside of our control.
Disclaimer of All Warranties
ALL PRODUCTS AND SERVICES ARE PROVIDED BY MC Integrate “AS IS,” AND WE HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MC Integrate MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, SITES, CONTENT AND SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE SITES OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING, HARMFUL OR DESTRUCTIVE PROPERTIES.
Indemnity and Limitation of Liability
You hereby agree, individually and for the third party on behalf of which you are acting, to defend, indemnify, and hold MC Integrate, along with its affiliates, subsidiaries, successors, partners, suppliers, licensors and third-party providers, and the directors, officers, members, managers, agents, and employees of each of them (collectively, the “Protected Parties”), harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by MC Integrate or a third party arising from or related to MC Integrate’s provision of Services to you or on your behalf (or anyone acting under your account or password), including but not limited to any breach of a representation or warranty of these Terms or use of our sites or Services. You agree that this duty to defend extends to requiring you to pay for our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.
IN NO EVENT SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST INCOME OR PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT MC Integrate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS EXCEED THE AGGREGATE AMOUNT OF YOUR SERVICE FEES THROUGH MC Integrate DURING THE THREE (3) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.
NONE OF THE PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, AND/OR DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICES OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICES AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR (OR YOUR Patients’) ACCESS TO OR YOUR (OR YOUR Patients’) INABILITY TO ACCESS THE SERVICES, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.
You agree that the Protected Parties are not responsible in any way for damages caused by third parties who may use our Services or who provide Products or Services through the sites, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you. Further, you agree that the Protected Parties are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any actions taken by a Payment Processor to place a hold on your funds, any failure by a Payment Processor to direct payments to the correct destination, or with respect to shipping or delivery, or any disruptions, scheduled or unscheduled, intentional or unintentional, of our sites which may prevent access temporarily or permanently. We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.
For jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by Law. Specifically, we do not disclaim liability which is not lawful to exclude, either now or in the future.
The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THESE TERMS, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
Data Privacy & Security
Our privacy and security practices, as outlined in these Terms and our Privacy Statement, covers only those activities that are subject to all applicable provisions of U.S. federal and state privacy laws. MC Integrate’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate. The sites and Services are intended for use by users in the U.S., and Products purchased through the sites will only be shipped to U.S. addresses; If you use the sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
If you provide us with a third party’s contact information in connection with the Services, you represent that you have permission for us to contact such third party (including by email, telephone or text message) using any of the contact information provided, including for marketing purposes.
Additional Mobile Application Terms
You may be charged by your mobile service provider for downloading and/or accessing the sites on your phone or other mobile device. These charges may include data roaming charges if you do this outside your home territory. All these charges are solely your responsibility. If you do not pay the bills for your device then we assume that you have the permission from the person or entity that does before incurring any of these charges. Additional terms and conditions may apply to you based on the mobile device the sites are installed on.
Submissions and Beta Testing
You may submit questions, comments, feedback, suggestions, ideas, improvements, plans, original or creative materials or other information about the sites either through our websites or mobile applications or otherwise. The content you submit is voluntary, non-confidential, gratuitous and non-committal. By submitting such content, you grant us and our designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license, or sub-license the content, and we shall be entitled to the unrestricted use and dissemination of the content for any purpose, commercial or otherwise.
We may offer certain functionality or Services as closed or open beta tests for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of beta testing. We will be the sole judge of the success of such testing and the decision, if any, to offer the sites functionality or Services generally. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta testing with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta testing for any reason.
Minimum System Requirements
You are responsible for obtaining access to the internet and the equipment necessary to use the sites and Services. The sites will only work on compatible devices and operating systems, and certain functionality will only work if your device is connected to the internet. Some features may also only be available with certain operating systems. Mobile applications may not contain the same functionality available on the sites.
Choice of Law and Forum of Dispute
If you are in the U.S.: you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. you hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of these Terms.
Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of Payment Processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control. In the case of inclement weather or other events beyond our control that interfere with our ability to deliver orders, we will attempt to deliver orders as soon as reasonably possible.
Severability
If any part of this these Terms is ruled to be unlawful, void, or for any reason unenforceable, then such part shall be deemed severable from these Terms, and shall be eliminated or limited to the minimum extent necessary. The remainder of these Terms, including any revised portion, shall remain and be in full force and effect.
Non-Waiver
MC Integrate reserves all rights afforded to us under these Terms as well as under the provisions of any applicable Laws. Our failure to insist upon or enforce strict performance of any particular provision of these Terms or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future. Neither our course of conduct nor our trade practices will act to modify these Terms.
Account Termination and Cancellation
We may terminate your Account, access to the sites, or our Services to you at our discretion at any time and for any reason, without explanation or prior notice, though we may in our sole discretion provide notice and/or explanation. In you have ordered Product from us directly, our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of these Terms, in which case you agree that we reserve the right offset our reasonable assessment of potential damages attributed to your breach against any sums owed to you.
Under no circumstances, including termination or cancellation of your Account or our Services to you, will we be liable for any losses related to actions of other users. You agree that if your use of the sites or Services is terminated, you will not attempt to use the sites or Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold harmless the Restricted Parties from any and all liability that any such we may incur with respect thereto.
California Users
Pursuant to California Civil Code Section 1789.3, California Users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Third Party Payment Service Provider
In the United States, MC Integrate uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through MC Integrate, you agree to be bound by the then-current and applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link: https://stripe.com/terms.
You hereby consent to and authorize us to delegate the authorizations and share the information you provide to us with the Payment Processor to the extent required to provide the Services to you.
Assignments
You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent, and any such attempt will be null and void. We may assign our rights and/or obligations under these Terms to any other party at our discretion.
Updates to These Terms
We may update the terms of these Terms from time to time. If we modify our Terms, we will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions. By continuing to use our sites after such revisions are in effect, you accept and agree to the revisions and to abide by them.
You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the sites it is intended to be an electronic signature which binds you as if you had signed on paper.
The Terms were revised and posted as of March 10, 2024.
Terms of Service: Patients of Health Professionals
Introduction
Welcome to MC Integrate®, an online cannabinoid education and marketplace platform for Health Professionals and their Patients. These Terms of Service (“Terms”) govern your access and use of the websites, mobile applications and other platforms and services provided by BGPR Corporation and/or its subsidiaries or affiliated companies (collectively, “MC Integrate,” “we,” “us,” or “our”) that incorporate or link to these Terms (collectively, “sites”).
Please read these Terms and carefully, as your use of our sites constitutes your agreement to be bound by both these Terms. If you are accepting these Terms on behalf of any third party, you represent and warrant that: (i) you have full legal authority to bind the applicable third party to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the third party that you represent, to these Terms.
Other terms also apply to your use of the sites, and they are incorporated herein by this reference. These include terms that will apply to sales promotions and other features that may be available on the sites from time to time, and our Privacy Statement which applies to any data shared on the sites.
Definitions
Throughout these Terms, we may use certain words or phrases, and it is important that you understand their meanings. For your convenience, we have capitalized those words or phrases that are defined in this section.
“Account” means either a Practitioner account, Student account or Patient account, including any linked staff accounts.
“Governmental Authority” means any national, state, local or other government—or subpart, agency or unit thereof—with jurisdiction over the sale of Product by MC Integrate under the terms of these Terms, or any Services furnished or received in connection with such transactions.
“Health Professional” or “Practitioner” means a qualified and licensed (if required by Law) person who uses the sites and our Services to connect with their Patients, but does not include Students.
“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof.
“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority.
“Payment Processor” means a third-party company which processes payments on behalf of MC Integrate or a Health Professional.
“Patient” means a person who purchases Products from a Health Professional or under a Student Account.
“Patient Account” means a MC Integrate account opened by a Patient to purchase Products on the Platform.
“Products” means those items available for purchase through the sites.
“Services” refers to the services that we provide or arrange for through our sites, including our sites themselves, all services furnished to Health Professionals or Students, and all services provided to Patients on behalf of Health Professionals, including order processing, payment collection and processing, shipping and tracking, website hosting, and any other support services provided for Patients on behalf of Health Professionals.
“Student” means someone who is actively enrolled in a MC Integrate approved targeted educational program at the post-secondary level.
“Supplier” means a specific company that is in the business of manufacturing and/or selling specific Product(s).
“User” refers to Patients, Health Professionals, Students, and general visitors to MC Integrate’s site.
Content for Information Purposes Only
The information and content contained on the sites is provided for informational purposes only and is not meant to provide you with medical advice or treatment. Do not use the sites for medical emergency service. In an emergency call your local emergency assistance number. The information on the sites is not a substitute for medical care or for seeing or obtaining advice from a health care professional. You should not use the information available on the sites (including, but not limited to, information that may be provided on the sites by health care or other professionals employed by or contracting with us) for diagnosing, treating, curing, or preventing a health problem or disease. You acknowledge that your reliance on any healthcare provider or information delivered by Practitioners via the sites is solely at our own risk and you assume full responsibility for all risks associated herewith. We do not make any representations or warranties about the training or skill of any Practitioners who deliver services via the sites.
We specifically invoke the First Amendment rights of freedom of speech and of the press without prejudice. These statements have not been evaluated by the Food and Drug Administration. The products discussed are not intended to diagnose, cure, prevent or treat any disease. We always recommend that licensed local healthcare professionals be consulted.
We work to ensure that information on the sites is correct; however, we cannot guarantee that all information is correct, complete or current. Suppliers may make changes to Products from time to time, and actual Product packaging and materials may contain more and/or different information than that shown on the sites. Please consult all labels, warnings, and directions for the most accurate product information prior to using or consuming Products.
All features, specifications, Products and prices described on MC Integrate are subject to change at any time without notice. We reserve the right to make changes to information about price, description or availability without notice. The inclusion of any Products or Services on MC Integrate does not imply or warrant that these Products or Services will be available at any particular time.
ACKNOWLEDGEMENT OF U.S. FEDERAL LAW: User expressly acknowledges that the sites are for residents of states and localities with laws regulating medical or recreational use of cannabis only and that medical cannabis collectives and patients are established pursuant to their respective local laws. Marijuana is included on Schedule 1 under the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. User further acknowledges that medical use is not recognized as a valid defense under federal laws regarding marijuana. User also acknowledges that the interstate transportation of marijuana is a federal offense.
Eligibility
In order to use our sites and any Services, you must meet a number of conditions, including but not limited to:
If you are a parent or guardian for a user, you may accept these Terms and use the Services on their behalf. You agree to be responsible for the use of the Services and to comply with the responsibilities and obligations as stated in these Terms.
Right to Access and Rules of Use
Subject to the terms and conditions of these Terms, and so long as your Patient Account is in good standing, MC Integrate hereby grants to you a limited, personal, revocable, non-exclusive, non-transferable right to access and use the sites solely for your individual personal use as a Patient of a Health Professional.
In addition to meeting the eligibility requirements above, you agree to comply with the following rules governing use of our sites and Services:
Our provision of Services to you is contingent on your agreement with this and all other sections of these Terms. We reserve the right to change or include new requirements as deemed appropriate in our sole discretion without providing prior notice to you.
You hereby expressly acknowledge that you are solely and exclusively responsible for your (as well as any agents) compliance with these Terms and any and all applicable Laws, and that MC Integrate does provide any advice concerning potentially applicable Laws or your compliance therewith. The reference to specific laws or regulations shall not be read or construed to imply that such laws or regulations are applicable to you, nor that other laws or regulations are not applicable to you. It is your responsibility to consult with the appropriate advisors as necessary to ensure that you are informed of and in compliance with all applicable Laws.
Accounts and Passwords
Certain features or Services offered on or through the sites may require you to register for an Account (including setting up a username and password). You are solely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account; we will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password on-line, by email or by phone, or through a third party service, if any, through which you access the sites. You agree to notify MC Integrate immediately of any unauthorized use of your Account or password. You may not use the Account, username or password of any other individual or company at any time without the express written permission and consent of the holder of the Account. MC Integrate will not be liable for any loss or damage arising from your failure to comply with this Section, including for misuse or misappropriation of your information, and you agree to indemnify MC Integrate from any claims damages, losses, and/or costs resulting from a breach of your obligations with respect to your account and account information.
Use of the sites and Services is limited to your own personal use and may not be used in connection with any commercial endeavors (specifically including the resale of Products) and requires that you subscribe to receive emails and other messages and content from us and your Practitioner, including your practitioner’s recommendations and refill notices. By creating an Account, you also consent to receive communications (e.g., via email, SMS or push notifications, where applicable) by us or on our behalf to any email address, phone number, or mobile device associated with our account or otherwise directly or indirectly provided to us. These communications may include notices about your Account (e.g., refill reminders, password resets and other transactional information) and are part of your relationship with us. If you choose to share access to your mobile phone, carrier account, email, or Account with others, those individuals might also be able to see this information. We may also send you promotional communications, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may modify your communications preferences by following the instructions contained in our promotional messages or through your Account settings; please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving marketing communications, we may still send you transactional messages relating to your use of the sites or messages sent as part of an existing business relationship.
Patients seeking to view Product recommendations from Health Professionals or Students and to make Product purchases through their Patient Account are required to register for a Patient Account. Patients are required to provide valid credit card information to purchase Products ordered through the Service. Patients shall promptly advise MC Integrate and its Payment Processor if their credit card information changes due to loss, theft, cancellation, expiry or otherwise, and Patients shall be liable for any failure to pay fees attributable to such credit card information.
Purchasing Orders
Advertisements of Products for sale on MC Integrate are invitations to users to make offers to purchase Products and are not offers to sell. A user’s properly completed and submitted order request constitutes such user’s offer to purchase the Products referenced in the order. An order is deemed to be accepted only if the user receives a confirmation on the sites, or to such user’s email address, stating that the order has been processed. MC Integrate reserves the right to refuse all or part of any order, to limit quantities of Products available for sale or sold, as well as the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever, without prior notice, including if it appears to us that you intend to resell the Products.
The prices for Products are set out on MC Integrate and all other applicable amounts, charges and taxes are indicated when a Patient makes a purchase. Prior to submitting your order request, you will see an estimate of the sales tax to be collected on your order; this calculation is provided for your convenience and the actual sales tax amount will be applied when your order is accepted and depends on various factors including the items purchased, the shipment destination, and the Practitioner. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the credit card information on file for Patient. By making a purchase, Patient authorizes their credit card information to be provided to MC Integrate’s Payment Processor. Patient acknowledges and agrees that any terms of service of the Payment Processor will govern Patient’s agreement and interactions with the Payment Processor and that the terms of this Agreement do not govern such interactions.
Unless otherwise stated, all fees are quoted in USD for users in the United States. Receipts for purchased Products will be delivered to the user via the sites or the email address associated with the applicable user’s Account.
Any cost of shipping will be in accordance with stated shipping costs and will be collected and charged directly to the Patient. Title and risk of loss transfer upon delivery to the shipping carrier. Any shipping times shown on the sites are estimates only; actual delivery dates may vary. Additional policies covering shipping and returns are available on the sites. We reserve the right to charge and collect for additional fees from the Patient such as shipping and handling and restocking fees.
Chargebacks
If a chargeback or other payment reversal is initiated by a Patient, or a payment from a Patient is not successful, and the Product in relation to that payment is nonetheless shipped to the Patient, Patient agrees that it is jointly and severally liable to MC Integrate and the Practitioner for the amount lost as a result of that transaction. Users may attempt to pursue legal action independent of MC Integrate to recover any losses from Patients.
Our Intellectual Property Rights
The sites, including the underlying software and technology, contain copyrighted material, trademarks (including but not limited to the MC Integrate® trademark), service marks, trade dress, logos, and other registered and unregistered proprietary content, including but not limited to, text, software, technology, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”) that is the property of MC Integrate and its affiliates and licensors, and the entire selection, coordination, arrangement and “look and feel” of the site and the Content are copyrighted as a collective work of MC Integrate under copyright laws.
MC Integrate’s Content is important because it distinguishes MC Integrate from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the sites, including any Health Professional dispensary sites hosted by MC Integrate, without receiving our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of MC Integrate, its Suppliers or licensors. No Content or Product names may be used as part of a URL, secondary level domain name, metatag, key word, or file name or used in any advertising (including but not limited to Google Ads, Facebook Ads, etc.).
Neither these Terms nor your use of the sites transfer any right, title or interest in the sites, Content, or MC Integrate Intellectual Property Rights to you. We and our third-party licensors retain all of our and their respective right, title, and interest to the sites, Content, and Intellectual Property Rights. Any rights not expressly granted herein are reserved. We may revoke our consent for your use of our Content, or any other permission granted to you under these Terms, at any time and in our sole discretion. You agree that if we so request, you must take immediate action to remove any usage of our Content that you may have engaged in, even if it would cause a loss to you.
Copyright & Trademark Infringement
We take copyright and trademark infringement very seriously. If you believe that another user has infringed on your intellectual property rights in the U.S., please notify us immediately by sending full details to [email protected]. When notifying us of the alleged copyright infringement please provide the following information:
If we in good faith believe any material infringes a copyright or otherwise violates any Intellectual Property Rights, we will remove or disable access to such material. We will forward notices that comply with the above to the user.
Please be advised that false reports of infringement are defamatory and actionable, and a user affected by such false reports may seek an award of damages from you if such a report is made.
Libel and Slander
Defamation is prohibited by these Terms, and we request that you notify us at [email protected] if you believe any content on the sites is defamatory. If in the U.S., you agree to bring an action for libel in the state and federal courts located in Wilmington, Delaware within one (1) year from the date the allegedly libelous act occurred or be deemed forever waived.
Please address such notices to us at:
MC Integrate
46 Peninsula Center Drive
Suite E471
Rolling Hills, CA 90274
Third Party Applications and Resources
The sites provide, and third parties may provide, links to third-party applications and websites products, devices, items, services, and other materials (collectively, “resources”), including resources that are framed within the sites. We provide links to third party-owned resources as a convenience to users. Third-party resources are not under our control, and you acknowledge and agree that we are not responsible for the availability of such resources, and that we do not endorse, sponsor, recommend, and are not responsible or liable for any third party resources or other content, products, services or materials on or available from such resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party resources; your use of any third-party resources and any interactions with third parties, including payment and delivery of resources, any other terms, conditions, warranties, or representations associated with such use or interaction, are solely between you and such third parties. If you visit third-party resources, we encourage you to consult the privacy policy and the terms and conditions of each such resource that you visit; your relationship with such third party is independent and subject to such party’s privacy policy and terms and conditions and you access these resources at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
We may offer you the ability to connect your Account with third-party resources, such as EHRs. You understand and acknowledge that by connecting your Account, we and the third party may share information between your accounts, and you are responsible for notifying us of any restrictions on data sharing and for instructing the third-party resources on any limitations on information provided to it by us. We accept no responsibility for information transmitted to the third-party resource and outside of our control.
Disclaimer of All Warranties
ALL PRODUCTS AND SERVICES ARE PROVIDED BY MC Integrate “AS IS,” AND WE HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MC Integrate MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, SITES, CONTENT AND SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE SITES OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING, HARMFUL OR DESTRUCTIVE PROPERTIES.
BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity and Limitation of Liability
You hereby agree, individually and for the third party on behalf of which you are acting, to defend, indemnify, and hold MC Integrate, along with its affiliates, subsidiaries, successors, partners, suppliers, licensors and third-party providers, and the directors, officers, members, managers, agents, and employees of each of them (collectively, the “Protected Parties”), harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by MC Integrate or a third party arising from or related to MC Integrate’s provision of Services to you or on your behalf (or anyone acting under your account or password), including but not limited to any breach of a representation or warranty of these Terms or use of our sites or Services. You agree that this duty to defend extends to requiring you to pay for our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.
You agree that we are not responsible in any way for damages caused by third parties who may use our sites or Services, or who provide Products or Services through the sites, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you. Further, you agree that we are not responsible for any fraud, malpractice, negligence, or other torts by any third party.
THE TOTAL LIABILITY OF THE PROTECTED PARTIES, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY THE USER FOR PRODUCTS PURCHASED FOR THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE TIME WHEN THE CLAIM AROSE. IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE SERVICE OR THE PRODUCTS EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NONE OF THE PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, AND/OR DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICES OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICES AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE SERVICES, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.
For jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by Law. Specifically, we do not disclaim liability which is not lawful to exclude, either now or in the future.
The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THESE TERMS, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
Data Privacy & Security
Our privacy and security practices, as outlined in these Terms and our Privacy Statement, covers only those activities that are subject to all applicable provisions of U.S. federal, and state privacy laws. MC Integrate’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate. The sites and Services are intended for use by users in the U.S. and Products purchased through the sites will only be shipped to U.S. addresses; If you use the sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
For questions pertaining to your Healthcare Professional’s compliance with the applicable laws and regulations in your area, please contact your Healthcare Professional directly.
Additional Mobile Application Terms
You may be charged by your mobile service provider for downloading and/or accessing the sites on your phone or other mobile device. These charges may include data roaming charges if you do this outside your home territory. All these charges are solely your responsibility. If you do not pay the bills for your device then we assume that you have the permission from the person or entity that does before incurring any of these charges. Additional terms and conditions may apply to you based on the mobile device the sites are installed on.
Submissions and Beta Testing
You may submit questions, comments, feedback, suggestions, ideas, improvements, plans, original or creative materials or other information about the sites either through our websites or mobile applications or otherwise. The content you submit is voluntary, non-confidential, gratuitous and non-committal. By submitting such content, you grant us and our designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license, or sub-license the content, and we shall be entitled to the unrestricted use and dissemination of the content for any purpose, commercial or otherwise.
We may offer certain functionality or Services as closed or open beta tests for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of beta testing. We will be the sole judge of the success of such testing and the decision, if any, to offer the sites functionality or Services generally. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta testing with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta testing for any reason.
Minimum System Requirements
You are responsible for obtaining access to the internet and the equipment necessary to use the sites and Services. The sites will only work on compatible devices and operating systems, and certain functionality will only work if your device is connected to the internet. Some features may also only be available with certain operating systems. Mobile applications may not contain the same functionality available on the sites.
Sweepstakes, Contests, Promotions and Coupon Codes
Any sweepstakes, contests, or other promotions that may be offered via the sites may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the promotion, use of user Content, and disclosures about how your personal information may be used. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the promotion. By participating in a promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor.
Coupons and promotional codes provided to you are for your individual use only. You may not transfer, reproduce, trade, offer for sale, publish or otherwise share coupons and promotional codes unless the terms of the coupon or promotional code expressly allow you to do so. We reserve the right to cancel orders when we have reason to believe that any coupon or promotional code is being used by someone other than the intended recipient, or in the case of suspected abuse, misuse or fraud. We reserve the right to terminate a coupon or promotional code offering at any time and/or set expiration dates for such offers at any time and in our sole discretion. Coupon codes and promotional codes are not valid on prior purchases.
Choice of Law and Forum of Dispute
If you are in the U.S., you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. You hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of these Terms.
Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of Payment Processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control. In the case of inclement weather or other events beyond our control that interfere with our ability to deliver orders, we will attempt to deliver orders as soon as reasonably possible.
Severability
If any part of this these Terms is ruled to be unlawful, void, or for any reason unenforceable, then such part shall be deemed severable from these Terms, and shall be eliminated or limited to the minimum extent necessary. The remainder of these Terms, including any revised portion, shall remain and be in full force and effect.
Non-Waiver
MC Integrate reserves all rights afforded to us under these Terms as well as under the provisions of any applicable Laws. Our failure to insist upon or enforce strict performance of any particular provision of these Terms or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future. Neither our course of conduct nor our trade practices will act to modify these Terms.
Account Termination and Cancellation
We may terminate your Account, access to the sites, or our Services to you at our discretion at any time and for any reason, without explanation or prior notice, though we may in our sole discretion provide notice and/or explanation. In you have ordered Product from us directly, our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of these Terms, in which case you agree that we are not required to provide any refund or other compensation whatsoever.
Under no circumstances, including termination or cancellation of your Account or our Services to you, will we be liable for any losses related to actions of other users. You agree that if your use of the sites or Services is terminated, you will not attempt to use the sites or Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold harmless the Restricted Parties from any and all liability that any such we may incur with respect thereto.
California Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about MC Integrate should be addressed to Our Privacy Officer and sent via certified mail to:
Attn: Privacy Officer
MC Integrate
46 Peninsula Center Drive
Suite E471
Rolling Hills, CA 90274
California users are also specifically entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Third Party Payment Service Provider
In the United States, MC Integrate uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through MC Integrate, you agree to be bound by the then-current and applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link: —https://stripe.com/terms.
You hereby consent to and authorize us to delegate the authorizations and share the information you provide to us with the Payment Processor to the extent required to provide the Services to you.
Assignments
You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent, and any such attempt will be null and void. We may assign our rights and/or obligations under these Terms to any other party at our discretion.
Updates to These Terms
We may update the terms of these Terms from time to time. If we modify our Terms, we will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions. By continuing to use our sites after such revisions are in effect, you accept and agree to the revisions and to abide by them.
You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the sites it is intended to be an electronic signature which binds you as if you had signed on paper.
The Terms were revised and posted as of March 10, 2024.
HIPAA Compliance & Security
MC Integrate is considered a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and is compliant with all applicable rules and regulations of HIPAA. MC Integrate is committed to keeping all protected health information (PHI) that we may receive from or with respect to our customers private and secure. As a company, we require that all employees sign a confidentiality agreement as a condition of employment and we train all employees on the HIPAA requirements.