Terms & Conditions
Marijuana Delivery Service (MDS)
1. General Statements
These Terms of Service (hereinafter, these “Terms”) govern your access to and use of MDS (a) websites, portals, mobile applications, channels and software that link to or otherwise reference these Terms, including marijuanadeliveryservice.com, calmmex.com and (b) social media pages and channels (collectively, the “Websites”), including any services, features, media, functions, content, tools and links contained or offered therein (collectively, the “Services”). Please ensure that you read these Terms carefully, as it is a legally binding contract between the applicable entity that owns the applicable Website or provides the applicable Services that you may be accessing or using, on the one hand, and you and your successors and heirs, and (if applicable) the corporate entity that you represent (in these Terms, you shall be referred to as “you” or “your”), on the other hand. By accessing or using any of the Websites, you are agreeing to be legally bound by these Terms. If you do not accept and agree to these Terms, you may not access or use any of the Websites or Services or create an account or user profile. For purposes of these Terms, “MDS”, “us”, “we” or “our” shall mean, as applicable, MME Holding’s Company, LLC, and its affiliated entities which own the applicable Website or provides the applicable Services that you may be accessing or using.
These Terms are subject to occasional changes from time to time, and should we make any material changes, we will notify you by sending you an e-mail communication to the last e-mail address you provided to us and/or by prominently posting a notice of the changes on the Websites. Any changes to these Terms will be effective upon the earlier of our dispatch of an e-mail notice to you (if applicable) or our posting of notice of the changes on the Websites. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is no longer valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If your e-mail address is not up to date or is not working, the posting of notice of changes to these Terms on the Websites shall constitute effective notice of the changes described therein. Continued use of any of the Websites or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Certain areas of the Websites and Services (and your access to or use therein) may have different terms, conditions, policies, rules and guidelines, which govern your access to and use of such Websites and Services (as applicable, the “Additional Terms”). The Additional Terms will be posted (via a link) on the applicable Website or Services and may be modified from time to time. If there is a conflict between these Terms and any Additional Terms for a specific Website or Service, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that Website or Service.
2. Privacy Statement
The Websites and Services are intended solely and only available to individuals who are at least eighteen (18) years of age, who can willingly and knowingly enter into legally binding contracts under applicable law. Please note that certain of the Websites and Services require you to be at least twenty-one (21) years of age to access and use such Websites and Services. Please check the applicable Additional Terms for such Websites and Services for further information. Without limiting the foregoing, the Websites and Services are not available to minors or suspended members or users. Further, your account and user ID for any of the Websites or Services may not be transferred or sold to another party. If you are registering as a business entity, you further represent that you have the authority to bind the business to these Terms and any other related or pertinent agreements. If you do not have such authority, you will be held individually liable for all actions taken under your user ID. You further represent that any party you invite to participate in any of the Services or related functions with you is also of legal age as described above.
4. Electronic Communications
By accessing or using the Websites or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by e-mail, text, in-app push notices, or by posting notices and messages on the Websites or through any of the Services. By accessing or using the Websites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5. Using The Services
User Registration and Accounts
In order to access or use some of the Websites or Services, you must first register and create an individual profile for yourself or a business for such Website or Service (each a “User Profile”).
By creating a User Profile, you agree that:
You will not register a username (or email address) that (a) is already being used by someone else; (b) may impersonate another person: (c) belongs to another person; (d) violates the intellectual property or other right of any person or entity; or (d) is offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion;
You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated or incomplete, MDS may suspend or terminate your account and refuse you any and all current or future access to or use of the Websites and Services (or any portion thereof). If you fail to update your information in a timely manner, then MDS has reasonable grounds to suspect that such information is untrue, inaccurate, outdated or incomplete, which will allow MDS to suspend or terminate your account, and refuse you any and all current or future access or use of the Websites and Services (or any portion thereof).
You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;
You are solely responsible for maintaining the confidentiality of your password and for restricting access to your account so that others may not access any password protected portion of the Websites or Services using your name, username, or password;
You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security;
You will not post libelous content or create false or misleading reviews or posts; and
You will not sell, transfer, or assign your account or any account rights.
MDS is not liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, offensive, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account, User Profile and access to and use of the Websites and Services, at our sole discretion and without advance notice or liability.
Your User Profile cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your User Profile, but changes to your settings may not become effective immediately or be error free, and options may change from time-to-time. MDS assumes no responsibility or liability for any issues, problems or Content on your User Profile.
User Profiles may only be set up by an authorized representative of the individual or business that is the subject of the User Profile. MDS does not review each User Profile to determine if they were created by an appropriate party. In addition, MDS is not responsible for any unauthorized User Profiles that may appear on the Services. If you believe that a User Profile listed on one of the Websites is unauthorized, fake, fraudulent or otherwise improper or misleading, please send an email to email@example.com.
For purposes of these Terms, (a) “Content” means all text, images, photos, audio, video, graphics, reviews, location data, and all other forms of data, communication or media, (b) “Your Content” means Content that you submit, or transmit to, through or in connection with the Websites or Services, such as ratings, reviews, photos, videos, media, messages, social media posts or Services, comments and information that you publicly display or displayed in your User Profile, (c) “User Content” means Content that users submit or transmit to, through, or in connection with the Websites or Services, including any electronic data or information with respect to their customers, (d) “MDS Content” means Content that we create or otherwise owned by us and make available in connection with the Websites or Services, (e) “Third Party Content” means Content that originates from parties other than MDS or users of any of the Websites or Services, which is made available in connection with the Websites or Services and not otherwise owned by us, and (f) “Website Content” means all of the Content that is made available in connection with the Websites or Services, including Your Content, User Content, Third Party Content (and Third Party Material (as defined below)), and MDS Content.
By submitting User Content, you agree:
That you own, or have the necessary licenses, rights, consents and/or permissions to all patent, trademark, trade secret, copyright or other intellectual property or proprietary rights to your User Content, and to any other works that you incorporate into your User Content;
That you are responsible for anything you submit to the Websites or Services and agree that MDS does not have to post or keep posted anything you provide. Once posted on the Websites or on the Internet, it is not always possible to remove, especially if multiple copies exist. When User Content is uploaded to the Websites or Services, or posted on any social media platforms with a tag or reference to MDS, you give MDS complete permission to make it available in multiple forms, including, without limitation, on any of our social media accounts, email newsletters or any digital or print promotional materials. If any of your User Content is acquired and used by a third party in a way that violates these Terms or any Additional Terms, you agree that MDS can take legal action against the third party and that MDS shall not be obligated to distribute any recovered sums to you that may be obtained in connection with such legal proceedings;
That, and represent and warrant that, submission of your User Content will not cause injury to any other person or entity using the Websites, Services, or otherwise, and MDS is under no obligation to post any User Content that you provide, and reserves the right to post our own versions of your User Content as MDS Content in our sole discretion;
To fully assign MDS the right to pursue enforcement of copyright, trademark, trade secret and other intellectual property related claims against third parties that have, without receiving proper authorization, and in violation of these Terms or any Additional Terms, scraped, manipulated, copied, derived, distributed or otherwise improperly or illegally used and benefited from User Content that has been provided to MDS by you;
That you have the written consent, release, and/or express permission of each and every identifiable person in your User Content to use such person’s name and/or likeness in your User Content for any use permitted by these Terms;
That you will not post, transmit, broadcast or otherwise make available any User Content that is unlawful, misleading, harmful, bigoted, offensive, profane, insensitive, obscene, tortious, libelous, pornographic, threatening, abusive, harassing, tortious, defamatory, vulgar, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (hereinafter, “Offensive Content”);
That you are at least of legal age, being no less than eighteen (18) years old (or twenty-one (21) years old, as applicable), and you acknowledge that persons under legal age may not submit User Content to MDS, the Websites or the Services; and
That MDS may, in its sole discretion, monitor the User Content you submit and any other communications that you may have, but is under no obligation to do so.
By submitting User Content, you acknowledge that you may expose yourself to liability if, for example, you User Content contains material that is false, intentionally misleading or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
License to User and Third Party Content/Data
As between you and MDS, you retain ownership of the User Content that you post, submit, provide or otherwise make available on or through the Websites or Services. However, by submitting your User Content, you hereby grant MDS and all Websites and Services, the following worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable rights and licenses:
To host, cache, store, archive, index, crawl, create algorithms based on, modify or transcode your User Content to media formats, standards or mediums in any and all forms and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom;
To use, license, sell, digitize, stream, store, distribute, exhibit, reproduce, commercialize, publicize, display, modify, adapt, edit, excerpt, communicate, translate, analyze, remove, prepare derivative works and compilations of, compress, transmit, integrate, insert, market and promote your User Content in any and all forms and media and by whatever means whether now known or hereafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom;
To use your User Content, in whole or in part, for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, reproduce and distribute your User Content in any and all forms and media and by whatever means whether now known or hereinafter devised or created, and to exploit any and all allied, ancillary and subsidiary rights relating thereto and derived therefrom; and
To grant any rights or licenses to any third parties to do any of the foregoing in the above clauses (a) – (c) in connection with their own websites and media platforms.
You irrevocably waive, and cause to be waived, against MDS and its users, any claims and assertions of moral rights or attribution with respect to your User Content.
MDS does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. You understand that by using the Websites and Services, you may be exposed to a small portion of Offensive Content that may be unpleasant, indecent or objectionable to some viewers. Under no circumstances will MDS be liable in any way for any such Offensive Content, including, but not limited to, any errors or omissions in any Offensive Content, or any loss or damage of any kind incurred as a result of any Offensive Content uploaded, posted, transmitted, broadcast, transferred or otherwise made available via MDS, the Websites, Services or any related process or venue.
You hereby grant MDS the right and license to use any data, images or information that is pushed or otherwise transferred to us through any of our APIs by you or by any third-party on your behalf (“Licensed Data”) for any purpose relating to any of the businesses of MDS or for any purpose relating to the Websites or Services, including in connection with displaying any data, images or information on the Websites. You acknowledge and agree that we shall have the right to reformat, improve, modify, adapt, derive, redisplay and/or reprocess any of the Licensed Data and that we shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses and interpretations of the Licensed Data. Interpretations or translations of any of the Licensed Data prepared by MDS shall be owned exclusively by us.
MDS may also provide users with the ability to login to the Websites or Services with your login credentials from certain social networking websites (e.g., Facebook, LinkedIn). If you login or otherwise associate your User Account with your login credentials from a social networking or similar website, we may use any information about you that is from or otherwise posted on your social networking account, in accordance with the terms and conditions and related legal and user policies of the relevant social networking website. If you elect to share your information with any number of social networking websites, we will then share your information with the websites you name, in accordance with your election, and per their terms and conditions.
Third Party Materials
The Website or Services might display, include or make available Third Party Content (including data, information, articles, applications or other products, services and/or materials) or contain links to third party websites, services, and advertisements for third party Offers (as defined below) (collectively, the “Third Party Materials”). You acknowledge and agree that MDS is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. MDS does not assume and will not have any liability or responsibility to you or any other person or user for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third Party Material, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Material.
The Website or Services might display, include or make available coupons, promotional codes, giveaways, samples, and other offers from listed dispensaries or other third parties (collectively, the “Offers”). Offers constitute “Third Party Materials” under these Terms. MDS displays these Offers on the Website and Services as a form of advertisement for the listing dispensary or other third party (the “Offeror”) only. All Offers are made directly by the applicable Offeror, and may be subject to additional terms, conditions, or restrictions of the Offeror or under applicable law, whether or not such terms, conditions or restrictions are expressly included on the Website or Services. The Offeror, and not MDS, is solely responsible for: (a) redemption of the Offer; (b) compliance of all aspects of the Offer with applicable law (including, without limitation, the advertisement, redemption, and terms, conditions and restrictions related thereto); (c) all goods and services it provides to you in connection with the Offer; and (d) all injuries, illnesses, damages, claims, liabilities and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of an Offer or not.
Indemnity and Release
You agree to indemnify and hold MDS (and its owners, directors, managers, officers, partners, employees, independent contractors and agents and successors and assigns of itself or its affiliates) harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of or otherwise relating to (i) your use or misuse of the Websites or Services, (ii) your User Content, (iii) your violation of these Terms or any Additional Terms; or (iv) your violation of applicable laws or regulations. MDS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us or any other indemnitee hereunder and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of MDS. MDS will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release and forever discharge MDS (and its owners, directors, managers, officers, partners, employees, independent contractors and agents and successors and assigns of itself or its affiliates) from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Websites or Services or Third Party Materials. If you are a California resident or resident of a state with a similar applicable law, you hereby waive California civil code section 1542 in connection with the foregoing (or such other similar applicable law in your state), 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.”
6. Ownership; Proprietary Rights
As between you and MDS, you own Your Content. We own the MDS Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Website Content, computer code, products, software, data, aggregate user review ratings and all other elements and components of the Websites but excluding Your Content, User Content and Third Party Material. We also own the patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the MDS Content, the Websites and the Services, which are protected by copyright, trade secret, patent, trademark laws and all other applicable intellectual property and proprietary rights and laws. As such, you may not use, modify, duplicate, obscure, rent, lease, loan, sell, manipulate, reproduce, copy, republish, download, post, transmit, scrape, reverse engineer, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the MDS Content, Websites or the Services or any of the IP Rights of MDS, in whole or in part, unless expressly authorized by us in writing. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Websites and the MDS Content are retained by us.
7. Copyright Infringement
It is MDS’ policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.
In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office website, MDS will respond appropriately to claims and reports of copyright infringement taking place on or through the Websites.
If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Websites by completing the following DMCA Notice of Alleged Infringement and delivering it to MDS in accordance with the DMCA and these Terms. Upon receipt of a properly completed and delivered DMCA Notice of Alleged Infringement, MDS will take whatever action it deems appropriate in its sole discretion, but subject to its obligations under the DMCA, including removal of the challenged material from the Websites.
DMCA Notice of Alleged Infringement (“Notice”)
Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – provide a comprehensive list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (i.e. the material you want removed, or material that you want all access disabled to) and provide information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Websites where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law.”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all above items completed, to MDS: MME Holding’s Company, LLC to DMCA@calmmex.com
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a Notice automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the Notice and allegation of copyright infringement.
8. Limited License
Subject to your compliance with these Terms and the applicable Additional Terms, MDS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal and non-commercial use of the Websites and Services. This license does not include (i) any resale or commercial use of the Websites or Services, or their contents; (ii) any collection, scraping, downloading, reproducing, distributing, copying or use of any product or MDS client listings, descriptions, prices, or any other Website Content; (iii) any derivative use of any of the Websites or Services or Website Content; or (iv) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms or any Additional Terms are reserved and retained by MDS. You may not use any meta-tags or any other “hidden text” utilizing MDS’ name or trademarks or other IP Rights without the express written consent of MDS. The licenses granted by MDS shall immediately terminate should you fail to comply with these Terms or any Additional Terms.
Subject to these Terms, MDS grants you a non-transferable, non-exclusive, license to install and use the software MDS makes available for mobile devices (“Mobile App”), in executable object code format only, solely on your own handheld mobile device and for your personal, noncommercial use. You acknowledge and agree that the availability of the Mobile App is dependent on the third party app platform from which you received the Mobile App (“App Platform”). You acknowledge that these Terms concern you and MDS, and not the App Platform. MDS, not the App Platform, is solely responsible for the Mobile App, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). Each App Platform may have Additional Terms to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable agreements, terms and conditions of use/service, and other policies of the applicable App Platform.
The Websites and Services contain links to third-party websites or resources. You acknowledge and agree that MDS is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by MDS of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Some portions of the Websites implement Open Street mapping services. Your use of Open Street Maps is subject to their copyright and license policy.
10. User Conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Websites or Services. In connection with your access or use of any of the Websites or Services, you may not and will not:
upload, post, transmit, broadcast or otherwise make available any Offensive Content, including any User Content that is unlawful, libelous, defamatory or otherwise objectionable;
breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
review the information and data on our Websites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Websites or Services;
upload, post, transmit, broadcast, sell, transfer or otherwise make available any User or Website Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
register for more than one User Profile on any of the Websites, or register for a User Profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract;
manipulate the price of any item or interfere with any other user’s listings, reviews, and products;
take any action that may undermine the feedback or ratings systems of the Websites or Services;
transfer your User Profile to another individual or entity without our prior written consent;
distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content;
interfere with or disrupt any Website processes, servers or networks supporting the Websites and/or MDS;
impair or harm any of our computer or related systems or transmit software viruses, worms, or other damaging files;
use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Websites, Services or Website Content for any purpose;
bypass our robot exclusion headers, interfere with the working of our Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure;
export or re-export any MDS’ application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions;
insult, threaten, stalk, harass, mislead or deceive other users of the Websites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material;
intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act.
refuse to acknowledge that MDS may establish general practices and limitations concerning use of the Websites and Services, including without limitation restrictions concerning User Content provided by You for use on the Websites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on MDS’ servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Websites and Services in any given period of time;
export any Website Content out of the jurisdiction in which it is intended or displayed;
access the Websites or Services in order to build a similar or competitive Website or Service;
send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications;
circumvent any technical measures we use to provide Services; or
assist any third party with any of the foregoing: You fully understand, acknowledge and agree that MDS may, under certain circumstances and without prior notice, immediately terminate your MDS User Profile and access to the Websites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Websites; (4) discontinuance or significant modification to the Websites or Services, or any related or affiliated website owned and/or operated by MDS (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of Your account, which shall be determined by MDS; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Websites or any related or affiliated Service, business or website. Termination of a User Profile will deny you access to our Services, delay or remove User Content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Websites and Services in the future. MDS has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
11. Review/Feedback Policy
An important part of the MDS community is the feedback system. Users have the ability to leave reviews and comments, and we want that process to be as open as possible. Part of that openness is acknowledging that certain behaviors are not acceptable. MDS retains the right to remove any content posted on or submitted through any of its Websites or Services. However, the only User Content likely to be removed is that which violates these Terms or the rules or guidelines on the applicable Website or Service regarding reviews, comments, feedbacks and other User Content (the “Review Policies”). Please note, the Review Policies of each Website or Service may differ. Please consult the relevant Website or Service to learn about its applicable Review Policy.
Please note, MDS is under no obligation to enforce these Terms or any of the Review Policies on your behalf against another user. While MDS encourages you to let us know if you believe another user has violated these Terms or any of the Review Policies, we reserve the right to investigate and take appropriate action at our sole discretion.
12. Disclaimer of Warranties
YOU EXPRESSLY ACKOWLEDGE, UNDERSTAND AND AGREE THAT:
YOUR ACCESS TO AND USE OF THE WEBSITES AND SERVICES IS AT YOUR OWN RISK. THE WEBSITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MDS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY OTHER POTENTIAL OR ACUAL WARRANTY OF ANY KIND.
MDS AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE WEBSITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE WEBSITES AND SERVICES, AND ALL AFFILIATED WEBSITES, FEATURES, SERVICES, COMMUNICATIONS AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE WEBSITES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.
ANY PRODUCT OR PROGRAM DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE OR OTHER PROGRAM.
NO ADVICE OR INFORMATION, INCLUDING MEDICAL ADVICE, STRATEGY, GUIDELINES OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MDS OR FROM THE WEBSITES, SERVICES OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.
VETTING BY MDS OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, REVIEW, RELATED MEDIA, POSTING OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE WEBSITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICEABLE. AS A RESULT, MDS CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, POSTINGS OR OTHER CONTENT OR MATERIAL POSTED VIA THE WEBSITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE WEBSITES OR SERVICES.
13. Limitation Of Liability
MDS IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS OR SECURE ACCESS TO ITS WEBSITES, APPLICATIONS, SERVICES, PROGRAMS, CONTENT AND NETWORK, AND OPERATION OF THE WEBSITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF MDS’ CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND AND AGREE THAT MDS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE WEBSITE AND/OR NETWORK; (2) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE WEBSITES OR OTHER AFFILIATED OR RELATED WEBSITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITES; (5) THE FAILURE OF THE NETWORK OR WEBSITES TO TIMELY PROCESS AN OFFER; OR (6) ANY OTHER MATTER RELATING TO THE WEBSITES, ANY MDS AFFILIATED OR RELATED SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER MDS OWNED OR OPERATED ENTITY. FURTHER, MDS IS NOT A PARTY TO ANY SUCH TRANSACTIONS MADE BETWEEN LISTING CLIENTS AND USERS, AND MDS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DEFAULTS, COSTS, INFORMATION, THE CONTENTS OF ANY DOCUMENTS, OR FOR ANY OTHER INTERACTIONS, BETWEEN OR AMONG USERS, INCLUDING USERS, LISTINGS, PHYSICIANS, AND ALL RELATED PARTIES, IN ANY WAY ASSOCIATED WITH THE WEBSITES OR SERVICES.
REGARDLESS OF THE AFOREMENTIONED, IF MDS IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (1) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES, WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; OR (2) $100.
SOME STATES, COUNTIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Choice Of Law; Venue; No Jury Trial
The laws of the state of California, excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or any of the Websites or Services. All claims arising out of or relating to these Terms or any of the Websites or Services will be litigated exclusively in the federal or state courts of Los Angeles County, California, and you and MDS consent to personal jurisdiction in those courts.
15. Entire Agreement
16. Reservation of Rights
The failure of MDS to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MDS except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
17. Third Party Beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and MDS.
18. Support or Maintenance
You acknowledge and agree that MDS will have no obligation to provide you with any support or maintenance in connection with the Websites or Services.
19. United States Export & Foreign Assets Control Regulations
We do not represent that the materials in the Website or Services are appropriate or available for use in any particular location. Those who choose to access the Website or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that You are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.
If any of the conditions contained within these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.
21. No Right Of Survivorship And Non-Transferability
You agree that your MDS account is non-transferable and any rights to your Websites user identification or contents within your accounts terminate upon your death.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
23. Contact Us
For questions about the MDS Websites or any of the Services we provide, please feel free to contact our Customer Service department at firstname.lastname@example.org or call 323.694.0581 to speak with a representative.