Last Modified: APRIL 20, 2018
*IMPORTANT: PLEASE READ CAREFULLY*
- AGREE THAT THIS AGREEMENT IS A LEGALLY BINDING AND VALID AGREEMENT;
- ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN;
- REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE;
- IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CORPORATION, ORGANIZATION OR LEGAL ENTITY AND BIND IT TO THE TERMS SET FORTH HEREIN; AND
- TO TAKE ALL NECESSARY STEPS TO ENSURE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE NOT VIOLATED BY YOU OR ANY PERSON OR ENTITY UNDER YOUR CONTROL OR IN YOUR SERVICE.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
CHANGES TO THIS AGREEMENT
We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Website and any associated services constitutes your agreement to be bound by, and your acceptance of, the Agreement posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you visit the Website or sign into your account. Therefore, we encourage you to review this Agreement regularly.
If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of withdrawal of your acceptance. Upon providing us with your notice of your acceptance withdrawal, you are no longer authorized to access or use the Website or any associated services, and you must not do so.
- You Must Be At Least 18 Years Old to Use the Website
The Website is offered and available only to individuals who are 18 years of age or older. we make no active effort to collect personal information from individuals under the age of 18. By using the Website, you represent and warrant that you are (i) at least 18 years of age and are competent to contract in your own name; or (ii) represent and are authorized by an organization to enter it into binding contracts. If you do not meet these requirements, you must not access or use the Website.
- Description of IVF Store Services
- We provide Services via the Website to assist Users in purchasing goods or services that are used in connection with In Vitro Fertilization (IVF) from third-party sellers who are not related to IVF Store (the “Vendors”). Users seeking to buy goods, or Users acting as their authorized representatives may purchase the goods that provided or made available via the Website by third-parties sellers (“Vendor Products”). Some Vendor Products may be ordered and purchased directly via the Website. Other Vendor Products may require a submission for a customization or specialized price quote from a Vendor. Where a User needs additional information about a Vendor Product, our Website provides the Services of facilitating interaction between the User and Vendors who are selling the Vendor Products, so that they may locate, contact, negotiate, and coordinate the sale of Vendor Products.
- In addition to Vendor Products, Users have the option to purchase via the Website goods and services that are offered for sale directly by IVF Store (the “IVFS Products”). Any good or service that the User can purchase directly on the Website shall be deemed an IVFS Product unless specifically noted otherwise. Throughout this Agreement, Vendor Products and IVFS Products may be referred to collectively as the “Products”.
- Vendor Products
- While Vendor Product sales transactions (“Vendor Sales”) may be effectuated directly through the IVF Store Website, IVF Store merely promotes and advertises Vendor Products for sale, serves as a point of contact for Vendor Sales, facilitates communications between Vendors and Users, and may assist Users in facilitating payments and transmitting funds to Vendors. IVF Store does not own or manage any Vendor Products listed on the Website, nor is IVF Store ever a party to any contract between User and Vendor for the sale or purchase of any Vendor Products listed on the Website. In respect to Vendor Products, IVF Store serves only as a platform for the purpose of facilitating payments (if and when applicable), shipments (if and when applicable), and communications between Users and Vendors.
- For all Vendor Products, IVF Store is not a party to the transaction(s) between Users and Vendors. As such, we have no control over:
- The origin, authenticity, quality, safety, or legality of the Vendor Products advertised on, or offered via the Website;
- The truth or accuracy of Vendor Products listings;
- The legal or regulatory compliance of any Vendor or Vendor Products;
- The authority or ability of Vendors to sell Vendor Products; or
- The acts or omissions of Vendors.
- IVF Store does not guarantee that a Vendor will actually complete any transaction and is not liable for the failure of any Vendor to fulfill its obligations under any rental, sales, or service agreement as a result of the direct or indirect use of the IVF Store Website.
- Purchase Orders for Products
- Website Orders. For Products that are available for purchase directly via the Website (“Website Purchases”), you, as a User, agree that any order (a “Purchase Order”) you submit is an offer to buy, under this Agreement, all Products listed therein. All Purchase Orders must be accepted by us and, if applicable, the corresponding Vendor, or we will not be obligated to sell the Products or any services to you. We may choose not to accept any Purchase Orders in our sole discretion, for any reason or no reason. After having received your Purchase Order, we will send you a confirmation via e-mail with your order number, details of the Products you have ordered, and confirmation that we have accepted your Purchase Order. Acceptance of your Purchase Order and the formation of the contract of sale between IVF Store and you will not take place unless and until you have received your Purchase Order acceptance confirmation e-mail. You have the option to cancel your order at any time before we have sent your order confirmation e-mail by emailing us at support @ ivfstore.com.
- Non-Website Orders. For Vendor Products that are listed via the Website, but that must be purchased directly from a Vendor (“Non-Website Purchases”), you, as a User, must submit your inquiry for those Vendor Products through the Website. Upon receipt of your inquiry, we will review it and provide your information to the corresponding Vendor. The Vendor will contact you directly and will provide you with the relevant purchase details for the Vendor Products in which you expressed interest. You will then have the ability to submit a Purchase Order to the Vendor for the Vendor Products, which shall be subject to this Agreement and any additional terms required by that Vendor. All Purchase Orders sent to a Vendor must be accepted by the Vendor, or the Vendor will not be obligated to sell the Vendor Products or any services to you. A Vendor may choose not to accept any orders in its sole discretion, for any reason or no reason. After receiving your Purchase Order in a Non-Website Purchase, the Vendor will communicate with you directly about its method of accepting your Purchase Order and about subsequent transaction and logistical details. We are available to assist with all Non-Website Purchases.
- Recurring Orders.
- You, as a User, may place a standing order with us for certain IVFS Products with specific delivery schedules in the quantities you will require (a “Recurring Order”). We will automatically ship those IVFS Products specified in your Recurring Order, provided that an acceptable method of payment can be used to process the shipment. Your recurring order can always be modified.
- You, as a User, may place a Recurring Order for certain Vendor Products with specific delivery schedules in the quantities you will require. You may need to work with the Vendor directly to establish the recurring nature of any such Recurring Order in accordance with that Vendor’s terms for standing orders.
- Cancellation of Purchase Orders. We reserve the right to cancel any Purchase Orders (including those that have been accepted by us and/or a Vendor) if, in our reasonable judgment determine that:
- A Purchase Order is suspicious or fraudulent; or
- A Purchase Order was submitted or accepted as the result of a typographical error on the Website or due to a misunderstanding.
- Effect of Purchase Order Cancellation.
- For all IVFS Products, we shall refund any payment submitted by a User in connection with a cancelled Purchase Order; and
- For all Vendor Products, we shall utilize our best efforts to work with the Vendor to secure a prompt refund for any payment submitted by a User in connection with a cancelled Purchase Order. The refund, however, shall be the sole and exclusive responsibility of the Vendor, and you agree to work with the Vendor directly to ensure that your refund is received.
- Product Prices
- Product Pricing Terms for Users.
- All prices for all Products on this Website are subject to change without notice. The price listed for a Product will be the price in effect at the time the Purchase Order is received by us and/or by a Vendor (as applicable).
- Price increases will only apply to Purchase Orders received after such changes are put into effect. Posted prices do not include taxes, charges for shipping and handling, or charges for installation or training (unless otherwise specified). If and as applicable, taxes and any mandatory additional charges will be added to your Purchase Order total.
- We are not responsible for typographical or other errors in pricing for any Products, and we reserve the right to cancel any Purchase Orders (including those that have been accepted by us and/or by a Vendor) in the event of pricing errors.
- Payment Terms.
- Unless otherwise agreed to by us and/or by a Vendor in advance and in writing, payment for all Products is due in full before any Product is shipped or made available to a User for pickup.
- For all IVFS Products, terms of payment are within our sole discretion. We may grant credit terms to you after credit responsibility has been established with us, for which the standard shall be ‘net 30’ days for Users in the United States and Canada. Other terms may be arranged after credit responsibility has been established. We will accept Electronic Fund Transfers (EFT), and we may accept credit card payments for some Products. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your bank, credit card, or payment service company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- For all Vendor Products, terms of payment shall be within the sole discretion of the Vendor. The Vendor may grant credit terms to you after credit responsibility has been established with the Vendor. The Vendor will communicate to you the types of payment acceptable to the Vendor. You represent and warrant that (i) the payment information you supply to us and/or the Vendor is true, correct and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your bank, credit card, or payment service company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- Shipments; Delivery; Title and Risk of Loss.
- Unless otherwise specified in a listing for a specific Product, standard ground shipping for Products is included in the pricing set forth on the Website. Expedited delivery, installation, setup, and training for or in connection with Products purchased via the Website are subject to additional fees, some of which may need to be quoted by us and/or by a Vendor separately.
- For IVFS Products, we will arrange for shipment of IVFS Products to you. Unless otherwise specified in the listing for a specific IVFS product, the standard, ground shipping will be included in the price of the IVFS Product set forth on the Website. In the event that carton size or product mix result in excessively high (in our discretion) or unanticipated freight charges we reserve the right to contact you regarding new freight charges prior to order shipment. In such circumstances, you may accept the re-calculated, additional freight charge or cancel the order.
- For certain Vendor Products that have unusual specifications (such as size or weight), each Vendor may offer to arrange for the shipment and delivery of the Vendor Products to you. As a User, you agree to work directly with the Vendor to coordinate logistical matters concerning your order for such Vendor Products. You, as a User, further agree to abide by the rules, policies, and terms of each Vendor from whom you purchase Vendor Products for matters concerning shipping and logistics, risk of loss, and insurance.
- Unless otherwise noted all shipments are FOB point of origin (ICC Incoterms 2010). Risk of loss for the Products (whether from us or from a Vendor) shall pass to the User upon the tendering of Products to the carrier. Title to the Products shall pass to the User upon the later of receipt of full payment or tendering of Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- We expressly disclaim any and all liability or risk of loss for all non-IVFS Products, and for any Products to which we: Do not have title; do not have in our physical possession; and/or have passed our risk of loss to you or to a third party pursuant to a transaction contemplated herein.
- You acknowledge and agree that you shall be solely responsible for purchasing the proper type and limits of insurance to cover all Products while the risk of loss is yours, and we shall have no responsibility whatsoever for any losses or damage unless the risk of loss is ours.
- As a User, you agree to promptly inspect all shipments of Products upon receipt. If external damage is evident, accept the shipment only after the carrier's driver has noted the damage on all copies of the delivery receipt. Immediately request that the carrier make an inspection and contact us in the case of IVFS Products or the Vendor in the case of Vendor Products. If upon opening a shipment you discover concealed damage, please request a carrier inspection within 15 days of delivery and then contact us or the Vendor (as applicable).
- Returns and Refunds.
- For all Products designated on the Website as ‘non-returnable’ or ‘final sale’ or a similar qualification, no returns, exchanges, or refunds shall be provided.
- For IVFS Products, we will accept a return thereof for i) an exchange; or ii) a refund of your purchase price, less the original shipping and handling costs and a minimum fifteen percent (15.0%) restocking fee, provided such return is made within thirty (30) days of the shipping date to you (the “Return Period”) and provided such products are returned in their original, like-new condition with no damage. After the Return Period, we will provide no refunds or exchanges for products purchased from us.
- To return or exchange IVFS Products, you must complete and email a Return Merchandise Authorization Request Form (an “RMA Request Form”) to our Customer Service Department email@example.com. We will review your request upon receipt, and if appropriate, provide you with an RMA Number (an “RMA Number”). You may request an RMA Request Form from our Customer Service Department via email at firstname.lastname@example.org.
- You must obtain an RMA Number before shipping your product. No returns of any type will be accepted and no refunds or exchanges of any kind will be provided without an RMA Number.
- For all Vendor Products, the specific rules, policies, terms, and procedures for returns, refunds, and exchanges are set by each Vendor, and User agrees to abide by the rules that each Vendor sets forth.
- User shall be responsible for all shipping and handling charges on returned items. User shall bear the risk of loss or damage during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
- Refunds and exchanges for IVFS Products are processed within approximately ten (10) business days of our receipt and inspection of your returned product(s). Your refund will be credited back to the same payment method used to make the original purchase on the Website. If you request an exchange, the exchanged product will be mailed to you, to the ship-to address that you indicated during the time of your original purchase on the Website.
- viii.WE OFFER NO REFUNDS OR EXCHANGES ON ANY PRODUCTS:
- designated on this Website as non-returnable;
- that have been disassembled or have had internal components removed; replaced, modified, or otherwise tampered with;
- that have been damaged through no fault of ours or that are missing components or parts;
- that have been abused or misused;
- not purchased from IVF Store;
- not in original packaging, including products with damaged, missing or defaced labeling and packaging (All original manuals, instructions, warnings and warranties must be included);
- customized, modified or damaged in any way;
- purchased on a “special order” basis;
- that are discontinued;
- that are chemicals, diagnostics, sterile or controlled products;
- which are not inventoried by IVF Store and are not able to be returned to the manufacturer;
- with an expired shelf life or short expiration dating; or
- that require refrigeration or are otherwise perishable.
- Use of the Website
- Users are NOT required to register on the IVF Store Website in order to browse and search for Products available for sale or to contact us or Vendors about those Products.
- Users are required to register for an account on the IVF Store Website in order to post information to the Website or to enter into a transaction for the purchase of any Products through the Website.
- There are no fees for Users to browse and search for Products that are for sale. By using the Website to search listings for sale or to contact a Vendor, Users agree to comply with this Agreement and agree to the following:
- As a User, you have sole and exclusive responsibility over all aspects of due diligence relative to a purchase of any Vendor Products, including any terms, discussions, contracts, negotiations, or communications directly with a Vendor;
- As a User, you acknowledge and agree that you are acting on your own behalf, and that IVF Store is not a party to any subsequent purchase/sale/re-sale contract for the Products; and
- As a User, you further acknowledge and agree that IVF Store does not represent you or any Vendor at any stage of your negotiations, discussions, or communications, or otherwise, with the Vendor.
Unless expressly set forth on a specific page of the Website or on a particular listing, IVF Store does not charge fees to its Users, and Users never pay a fee to utilize the Website or Services. IVF Store may charge a commission or a listing fee to Vendors who promote their Vendor Products via the Website.
- Accessing the Website and Account Security
- IVF Store reserves the right to:
- Discontinue transmitting all or any parts of the content related to the Website;
- Amend the Website and any Services or material provided on it;
- Change, discontinue, or limit access to the Website; and
- Suspend or terminate your use or access to the Website or your account in our sole discretion, with or without notice.
- We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period.
- The User is responsible for:
- Making all arrangements necessary to have access to the Website; and
- Ensuring that all persons who access the Website through the User’s Internet connection are aware of this Agreement and comply with it.
- If you choose, or are provided with, a user name, password, or any other piece of information as part of IVF Store’s security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You also acknowledge that your account is unique to you or your company and agree not to provide any other person, with access to the Website, or to portions of the Website, using your or your company user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
- IVF Store has the right to disable any user name, password, or other identifier, whether chosen by User or provided by IVF Store, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
- Intellectual Property Rights
- The Website and all content, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by IVF Store, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- The IVF Store name, the IVF Store logo, and all related names, logos, product and service names, designs and slogans are trademarks of IVF Store or its affiliates or licensors. You must not use such marks without our prior written consent. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
- Nothing in the Website shall be interpreted as granting any license to use any image, trademark, logo, or service mark contained therein. This Agreement permits you to use the Website for the sole purpose of buying Products. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the materials on the Website, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
- You may store files that are automatically cached by your Internet browser for display enhancement purposes; and
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
- Users are not permitted to:
- Modify copies of any materials from this site; or
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
- You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website, except for the purchase of Products (as a User). If you wish to make any use of material on the Website other than that set out in this section, please address your request to: email@example.com.
- If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of this Agreement, your right to use the Website will cease immediately and you must, at IVF Store’s option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website, or any content on the Website, is transferred to you, and IVF Store reserves all rights not expressly granted herein. Any use of the Website not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
- Copyright Infringement Claims
The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Our Copyright Policy is expressly incorporated into this Agreement and is available here: https://us.ivfstore.com/copyright-policy.
- Trademark Infringement Claims
If you believe in good faith that materials available on the Website infringe your trademark, you or your agent may send IVF Store a notice requesting that we remove the material from the Website or block access to it. All trademark-related notices should be sent to:
IVF Store LLC
5975 Shiloh Rd, STE 101
Alpharetta, GA 30005
ATTN: LEGAL DEPARTMENT
- Prohibited Uses
- You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- To send, knowingly receive, upload, download, use or re-use any material that does not comply with the Content Standards set forth in Section 15 of this Agreement;
- To transmit, or procure the sending of, any advertising or promotional material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
- To impersonate or attempt to impersonate IVF Store, a IVF Store employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing); or
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by IVF Store, may harm IVF Store or users of the Website or expose them to liability.
- Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website;
- Use any robot, spider, crawler, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
- Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent;
- Use any device, software or routine that interferes with the proper working of the Website;
- Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack;
- viii.Attempt to reverse engineer or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website; or
- Otherwise attempt to interfere with the proper working of the Website.
- User Contributions
- By using the Website, you and other Users may provide information which may be used by IVF Store in connection with the Services and which may be visible to certain other Users and third parties (such as, for example, reviews or testimonials that you provide). You understand that by posting information or content to the Website such as your name, trademark, logos, service marks and other designations, Products listings, user reviews, or other information meant to be visible and used by other users (collectively, “User Contributions”), these User Contributions will be considered non-confidential and non-proprietary, and IVF Store, its affiliates, and service providers, and each of their and IVF Store’s respective licensees, successors, and assigns are granted a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable, and transferable license to fully exploit such User Contributions (including all related intellectual property rights) in connection with providing the Services and generally in its business.
- All User Contributions must comply with the Content Standards set out in Section 15 of this Agreement.
- You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to IVF Store and its affiliates and service providers, and each of their and IVF Store’s respective licensees, successors, and assigns; and
- All of your User Contributions do and will comply with this Agreement.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and that you, and not IVF Store, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
- At no time shall IVF Store be held responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the Website.
- Monitoring and Enforcement; Termination
- IVF Store expressly reserves the right to:
- Review and verify the information contained in Products listings;
- Remove or refuse to post any User Contribution, for any or no reason, and at any time;
- Cancel any transaction that IVF Store deems to be suspicious or fraudulent, and report such activity to all applicable authorities;
- Take any action with respect to any User Contribution that it deems necessary or appropriate in its sole discretion, including if IVF Store, in its sole judgment, believes that such User Contribution A) violates the Agreement, including the Content Standards; B) infringes any intellectual property right or other right of any person or entity; C) threatens the personal safety of users of the Website or the public; or D) could create liability for IVF Store;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- Take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Website;
- Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of this Agreement;
- viii.Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
- YOU AGREE TO INDEMNIFY AND HOLD HARMLESS IVF STORE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY IVF STORE AND ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER IVF STORE, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
- Notwithstanding the foregoing, IVF Store does not undertake to review all material before it is posted on the Website, and therefore cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Content Standards
These content standards (“Content Standards”) apply to any and all User Contributions and use of interactive services on the Website. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising; or
- Give the impression that they emanate from or are endorsed by IVF Store or any other person or entity, if this is not the case.
- Reliance on Information Posted; Website Changes
- The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. IVF Store disclaims all liability and responsibility arising from any reliance placed on such materials by User or any other visitor to the Website, or by anyone who may be informed of any of its contents.
- The Website includes content provided by third parties, including materials that may be provided by other Users and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content other than the content provided by IVF Store are solely the opinions and responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of IVF Store. Accordingly, we are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
- We may update the content on the Website from time to time, but its content is not necessarily always complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
- Information About you and your Visits to the Website
- Disputes Between Users and Vendors
- IVF Store reserves the right, but is under no obligation, to monitor or resolve disputes between Users and Vendors. You are solely responsible for your interaction with other Users and Vendors on the Website. In the event of a dispute between you and another User or Vendor you agree to release IVF Store, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, demands, and damages of any kind, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such dispute to the maximum extent permitted by law.
- IN MAKING THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR WHEN AGREEING TO THIS RELEASE.
- Linking to the Website and Social Media Features
- You may link to the Website, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation; provided however, you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
- The Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on the Website;
- Send e-mails or other communications with certain content or links to certain content on the Website; and
- Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.
- You may use the Website and any social media features provided solely as IVF Store provides them; solely with respect to the content they are displayed with; and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you;
- Cause the Website or portions of them to be displayed, or appear to be displayed, by for example framing, deep linking, or in-line linking on any other site;
- Link to any part of the Website other than the respective homepages;
- Otherwise take any action with respect to the materials on the Website inconsistent with any other provision of this Agreement.
- User agrees to cooperate with IVF Store in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
- IVF Store may disable all or any social media features and any links at any time without notice in its discretion.
- Links from the Website
If the Website contain links to other sites and resources provided by third parties, these links are provided for User’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
- Geographic Restrictions
IVF Store owns the Website and is based in the State of Georgia in the United States. We provide the Website for use only by persons located in the United States. We make no claims that the Website or any of the content contained therein is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Warranties; Disclaimer of Warranties
- Manufacturer warranties for Products offered for sale via the Website (if any are provided and available) will be listed on the Website. If a warranty is offered for a Product, the warranty information will be provided on the Website in connection with a specific Product, a brand, or a Vendor.
- IVF Store carries Vendor Products from a variety of Vendors. Statements made in our catalog and on the Website regarding these Product specifications, standards, manufacturer warranties and suitability for a particular use are made based upon the information provided to us by Vendors, and information will be made available to you without recourse against IVF Store. You understand and agree that the we have not verified, nor do we have any obligation to verify, any information provided by the Vendors, nor confirmed whether the Products meet any standards or specifications.
- The specifications and Product availability are subject to change; therefore, delivered Products may sometimes reasonably vary from those depicted on the Website.
- The Products listed for sale on the Website and in our catalog are listed for sale primarily to commercial, industrial, medical and educational institutions, for use by professionals or under the supervision of professionals. Where a Vendor (or manufacturer) have provided instructions as to the use of a Product, it is the User’s responsibility to ensure that those instructions are followed to ensure safe use. Certain items may be dangerous unless used by trained technical personnel under supervision. We reserve the right to restrict sale of Products, but undertake no obligation or responsibility with respect to the Products sold hereunder. Use of the Products sold on the Website is at the Users’ sole risk.
- User understands that IVF Store cannot and does not guarantee or warrant that content or files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data.
- IVF STORE DISCLAIMS ANY AND ALL WARRANTIES, AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO USER’S USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO USER DOWNLOADING OF ANY MATERIAL POSTED ON IT OR ON ANY WEBSITE LINKED TO IT.
- THE WEBSITE AND ANY CONTENT THEREIN IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, NEITHER IVF STORE NOR ANY PERSON ASSOCIATED WITH IVF STORE MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR ACCESSABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER IVF STORE NOR ANYONE ASSOCIATED WITH IVF STORE REPRESENTS OR WARRANTS THAT THE WEBSITE, THE CONTENT THEREIN, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- UNLESS EXPRESSLY STATED OTHERWISE FOR A SPECIFIC PRODUCT, ALL PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE OR THROUGH IVF STORE SERVICES (INCLUDING WITHOUT LIMITATION, THE VENDOR PRODUCTS AND IVFS PRODUCTS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, NEITHER IVF STORE NOR ANY PERSON ASSOCIATED WITH IVF STORE MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER FOR ANY PRODUCT THAT YOU MAY PURCHASE FROM US OR FROM A VENDOR.
- IVF STORE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF: A) MERCHANTABILITY, B) FITNESS FOR ANY PARTICULAR PURPOSE, C) TITLE, D) CONDITION, OR AUTHENTICITY OF ANY PRODUCTS OR SERVICES OFFERED, PURCHASED, SOLD OR OTHERWISE WITH RESPECT TO THE PRODUCTS ACQUIRED THROUGH THE WEBSITE OR THROUGH IVF STORE SERVICES (INCLUDING WITHOUT LIMITATION, THE VENDOR PRODUCTS AND IVFS PRODUCTS), E) PERFORMANCE OF GOODS TO ANY STANDARDS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, OR F) INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE PRODUCTS (INCLUDING WITHOUT LIMITATION ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY WITH RESPECT TO THE PRODUCTS, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE).
- Limitation of Liability
- IN NO EVENT WILL IVF STORE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR ANTICIPATED PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BREACH OF PRIVACY, UNAUTHORIZED ACCESS TO YOUR DATA OR INFORMATION BY THIRD PARTIES, OR OTHER INTANGIBLE LOSSES (EVEN IF IVF STORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM, WITHOUT LIMITATION:
- YOUR USE, OR INABILITY TO USE, THE WEBSITE OR SERVICES;
- ANY WEBSITES LINKED TO THE WEBSITE;
- ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES;
- ACTIONS, ERRORS OR OMISSIONS OF ANY USER, VENDOR, OR ANY THIRD PARTY;
- INTENTIONAL OR MALICIOUS ACTS OF ANY USER, VENDOR, OR THIRD PARTY;
- STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY;
- ANY DELAY IN RECEIVING PRODUCTS THAT YOU PURCHASED THROUGH THE WEBSITE;
- viii.ANY DELAY IN COMPLETING A TRANSACTION TO BUY PRODUCTS;
- FAILURE OF ANY PRODUCTS YOU PURCHASED TO COMPLY WITH YOUR SPECIFIC PURPOSE OR REQUIREMENTS;
- FAILURE OF ANY PRODUCTS YOU PURCHASED TO COMPLY WITH DESCRIPTIONS OR SPECIFICATIONS LISTED VENDORS OR THIRD PARTIES;
- ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE;
- YOUR PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;
- xiii.IVF STORE’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM;
- xiv.RELIANCE ON ANY ACTUAL OR PERCEIVED GUIDANCE PROVIDED BY IVF STORE REGARDING LISTING, POSTING, PRICING, SHIPPING, FORMAT OR ANY OTHER WEBSITE BASED GUIDANCE;
- YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION RELATED TO WEBSITE OR SERVICES;
- xvi.YOUR FAILURE TO SEND INFORMATION, REQUESTS OR NOTIFICATIONS TO THE CORRECT PARTIES;
- xvii.THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING SUPPLIERS, THAT ARE BEYOND OUR REASONABLE CONTROL;
- xviii.ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE ADVERTISED THROUGH THE WEBSITE;
- VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE WEBSITE; OR
- xxi.YOUR USE OF THE WEBSITE OR SERVICES IN A MANNER THAT IS UNLAWFUL.
- THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- IN NO EVENT SHALL IVF STORE’S LIABILITY WITH RESPECT TO ANY MATTER OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE GREATER OF $500.00 OR THE AMOUNT PAID BY YOU TO IVF STORE HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL IVF STORE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO IVF STORE HEREUNDER.
- YOU AGREE TO WAIVE AND HOLD HARMLESS IVF STORE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS FROM ANY CLAIMS RESULTING FROM ANY ACTIONS OR OMISSIONS OF THE FOREGOING PARTIES RELATING TO INVESTIGATIONS OR ACTS UNDERTAKEN BY LAW ENFORCEMENT AUTHORITIES.
- YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE THE TERMINATION OF THIS AGREEMENT, WHICH WILL RESULT IN THE CLOSURE OF YOUR ACCOUNT, AND CESSATION OF YOUR USE OF THE WEBSITE AND SERVICES. ANY AND ALL MONETARY AWARDS TO YOU SHALL BE LIMITED BY SECTION 23(C) HEREIN.
You agree to defend, indemnify and hold harmless IVF Store, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including without limitation expert and attorneys' fees) directly or indirectly arising out of, or relating to, your violation of this Agreement and your use of the Website, including, but not limited to, your User Contributions; any use any Products purchased by you through the Website or the Services.
- Attorneys’ Fees
You agree to pay our reasonable attorneys’ fees, costs and expenses that directly or indirectly arise out of, result from, or relate to a) your breach of this Agreement; b) defending claims against us pursuant to your indemnification obligations set forth in Section 24 herein; and c) collection of any Fees or other moneys that you owe to us.
- Governing Law and Jurisdiction
This Agreement, including all cover pages, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, is governed by, and is to be construed in accordance with the internal laws of the State of Georgia, USA without regard for its conflict of laws principles. Application of the United Nations Convention on Contracts for the International Sales of Goods (“CISG”) is expressly excluded.
If it is determined for any reason that a legal action between the parties must be commenced in a court of law instead of arbitration, you acknowledge and agree to bring any legal suit, action or proceeding arising out of or related to this Agreement solely in the courts of Forsyth County, Georgia or the United States District Court for the Northern District of Georgia, Atlanta Division. You agree to submit to the exclusive jurisdiction of such Georgia courts in any such suit, action or proceeding. This Section 27 shall not modify or supplant the Arbitration provision set forth in Section 28 of this Agreement, which is intended to be the primary and exclusive means of resolving all disputes between the parties.
You acknowledge and agree that any controversy or claim arising out of, or in any way related to, this Agreement, will be settled by exclusively by binding arbitration, before a single, neutral arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitrator will be appointed by agreement of the parties, but in the event that the parties fail to agree on the arbitrator, the AAA shall appoint an arbitrator with sufficient understanding of the business and technology issues relevant to resolving the dispute. The arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. The arbitration will take place in Forsyth County, Georgia (or another location if mutually agreed upon by the parties). The arbitration award will be valid and binding upon the parties, and judgment thereon may be entered and enforced as a final judgment in any court with competent jurisdiction.
- Limitation on Time to File Claims
No waiver by IVF Store of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of IVF Store to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
- Entire Agreement
This Agreement constitutes the sole and entire agreement between User and IVF Store with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.
- Equitable Relief
You acknowledge and agree that your breach of this Agreement would cause IVF Store irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agrees that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
- Relationship of the Parties
In respect to Vendor Sales, IVF Store is a neutral venue operator that helps facilitate the interactions and transactions between Vendors and Users. IVF Store further does not represent any User or Vendor in any transaction or interaction.
- Comments and Concerns
The Website is operated by IVF Store LLC, 5975 Shiloh Rd, STE 101, Alpharetta, GA 30005. All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: firstname.lastname@example.org.