Terms and contition

1. APPLICATION OF TERMS AND THIRD PARTY BENEFICIARY
   Your physician or other provider (all together, “Physician Practice”) provides this and related websites (all together, the “Website”) for your use in purchasing products and services depicted in the Website (all together, “Products”). Physician Practice is required by Lotus Medi , Inc. (“Lotus Medi ”) to bind the users (“Users“) of the Website (“Users“) and its patients that use the Website (“Patients”) to certain terms and conditions (all together, the “Terms”). Accordingly, the Terms are the agreement for the use of the Website for the purchase and sale of the Products. Lotus Medi may enforce the Terms directly against Users and Patients of the Physician Practice as an intended third party beneficiary. Notwithstanding any contrary terms in the Terms, Lotus Medi may enforce the Terms in court or by arbitration. Neither the Users nor the Patients of the Physician Practice may benefit from or enforce against Lotus Medi the Terms or separate agreements between the Physician Practice and Lotus Medi . The Users and the Patients will be contractually bound by, and be deemed to have accepted, the Terms by agreeing to the Terms through use of a Website mechanism for click-through acceptance of the Terms, by any use of the Website, or by any purchase or sale of Products (all together, the “Acceptance”).
   
   

2. CHANGE IN TERMS
   Lotus Medi may change the Terms at any time by posting the revised Terms on the Website or by giving the Users and Patients electronic notice of changed Terms sent in accordance with the Terms. Electronic notice may be by email, by the Website, or by other electronic means determined by Lotus Medi . The Users and the Patients agree that the Website posting or electronic notice or written notice of changed Terms is actual notice of changed Terms and that changed Terms are deemed accepted by each User and Patient by his or her use of a Website mechanism for click-through acceptance of the changed Terms, by any use of the Website by each User or Patient, or by any purchase or sale of Products by each User or Patient after changed Terms are posted on the Website.
   
   

3. LICENSE AND OWNERSHIP OF WEBSITE AND CONTENT
   Provided that the Users and Patients comply fully with the Terms, and provided further that the Physician Practice complies fully with its agreements with Lotus Medi related to the sale of Products through the use of the Website, Physician Practice under its agreement with Lotus Medi represents that Lotus Medi has granted to the Users and the Patients a personal, non-transferable, non-exclusive, revocable, limited license to use the Website and content on the Website (“Content”) solely for the purchase and sale of the Products (the “Purpose”). The Users and Patients will not: (a) access, copy, disclose, or use any part or all of the Website or the Content, except for the Purpose; (b) reverse engineer, decompile, or otherwise attempt to discover source code for the Website or the Content; (c) create derivative works from the Website or the Content; or (d) sell, resell, lease, sublease, license, sublicense, or otherwise dispose of or transfer the Website or the Content, except as otherwise expressly permitted in and by the Terms or the Website.
   
   The Users and Patients acknowledge and agree: (i) that, excluding User and Patient Information (as defined below), Lotus Medi is, and will remain, the exclusive owner of the Website and the Content and derivatives of the Website and Content and all intellectual property rights in the Website and the Content and derivatives of the Website and Content; and (ii) Lotus Medi and/or the Physician Practice is, and will remain, the exclusive owner of all Content, including, without limitation, information provided by the Users, and/or Patients on the Website, or otherwise, including, but not limited to User and Patient Information, from which identifying information concerning the Users and Patients has been removed (all together, “De-Identified Information”). Information owned by Lotus Medi , including, but not limited to, De-Identified Information, may be used, copied, and/or disclosed by Lotus Medi for any purpose, including, but not limited to, the Purpose.
   
   Lotus Medi may contract with third-party service providers to assist in better understanding visitors to the Website. These service providers are not permitted to use the information collected  through the Website except to help Lotus Medi conduct and improve its business.
   
   

4. PAYMENT
   Each User or Patient will pay Lotus Medi upon demand for the Products selected by the User or Patient with a valid credit card accepted by Lotus Medi at the rates for the Products specified on the Website. Lotus Medi accepts the following credit cards: MasterCard, VISA, American Express, Discover. Each User and Patient hereby agrees to provide Lotus Medi all information requested and hereby authorizes Lotus Medi (a) to retain, archive, and use credit card information provided in connection with each User or Patient credit card and (b) to charge each User or Patient’s credit card for payments for Products selected by such User or Patient. In addition to all other rights and remedies in the Terms or available at law or in equity, Lotus Medi may refuse to provide Products, in whole or in part, and/or terminate the Terms, including, but not limited to, the License Terms, in whole or in part, for any delay or failure in payment by any User or Patient to Lotus Medi .
   
   

5. Subscriptions
   Product subscriptions will renew automatically at the frequency selected by User or Patient until cancelled by User or Patient. The cost of subscription is determined at the time order is placed and is subject to change. User’s default payment method will be charged at the time subscription order is placed. Discount Promotions will not be stacked with subscription discounts, the higher available discount at time of processing will be applied.
   
   

6. TERM, TERMINATION, SUSPENSION OF PERFORMANCE, AND NOTICE
   The Terms are effective at the Acceptance and shall continue until termination of the Terms in accordance with the Terms. By electronic notice, Lotus Medi may terminate the Terms or suspend or terminate its performance under and pursuant to the Terms, in whole or in part, for any one or more of the following causes: (a) breach of any of the Terms including, but not limited to, any license term under this Section 3 (“License Term“) or any acceptable use term under Section 13 (“Acceptable Use Term“), by any User or Patient; (b) failure by any User or Patient to pay any amount to the Lotus Medi when due; (c) violation of any law by any User or Patient related to the use of the Website or the purchase of Products through the Website; or (d) any termination of the separate agreement between Physician Practice and Lotus Medi related to the sale of Products through the use of the Website. Upon termination, the User/Patient will cease all use of the Website and the Content and will permanently destroy all copies of the Content in his/her possession.
   
   

7. LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES
   IN NO EVENT SHALL LOTUS MEDI BE LIABLE TO THE USERS OR PATIENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL LOTUS MEDI BE LIABLE IN DAMAGES TO USERS, PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT OF ANY KIND, AND THE ENTIRE LIABILITY OF PHYSICIAN PRACTICE AND ITS SUPPLIERS TO USERS, PATIENTS, AND/OR THIRD PARTIES FOR CLAIMS OF INFRINGEMENT SHALL BE LIMITED TO REMOVAL OF THE INFRINGING ITEM TO THE EXTENT REASONABLY POSSIBLE FROM THE WEBSITE AND/OR OTHER PUBLICATIONS OF PHYSICIAN PRACTICE SUPPLIERS.

8. DISCLAIMER OF WARRANTY
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOTUS MEDI MAKES NO WARRANTIES TO THE USERS OR PATIENTS IN CONNECTION WITH THE WEBSITE, THE CONTENT, AND/OR THE PRODUCTS AND DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR OTHERWISE. THE WEBSITE, THE CONTENT, AND THE PRODUCTS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. SOME STATE LAWS MAY NOT PERMIT THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY. USERS AND PATIENTS SHOULD REVIEW THE LAWS OF THEIR STATES TO DETERMINE THE APPLICATION OF THE LIMITATIONS.
   
   

9. DISCLAIMER OF MEDICAL PRACTICE AND PHYSICIAN PRACTICE, USER, AND PATIENT COVENANTS
   Physician Practice and its Users and Patients agree that Lotus Medi , including, without restriction, the Website, the Content, and/or the Products do not provide and are not engaged in the provision of professional medical services and the Website, the Content, and/or the Products do not comprise professional medical services. The Physician Practice and its Users and Patients covenant and agree: (a) that Physician Practice alone (and not Lotus Medi ) is responsible for providing and will provide professional medical services to its Users and Patients who use the Website, the Content, and/or the Products; (b) that any Products purchased or sold by the Physician Practice and/or its Users and Patients that are restricted under applicable law have been duly and lawfully prescribed by the Physician Practice in connection with professional medical services provided by the Physician Practice to its Users and Patients; (c) that Patients and Users of the Physician Practice seek and will seek from Physician Practice (and not Lotus Medi ), and Physician Practice (and not Lotus Medi ) will provide to its Users and Patients, professional medical services in connection with the Website, the Content, and/or the Products, and will not use the Website, the Content, and/or the Products as a substitute for professional medical services; and (d) that the Users and Patients of Physician Practice are at least eighteen (18) years of age and are fully competent to enter into contractual relationships.
   
   

10. INDEMNITY
    Each User and Patient will, at his/her sole cost and expense, indemnify, hold harmless, and defend the Physician Practice, Lotus Medi , and their respective members, officers, employees, agents, and suppliers (all together, the “Physician Practice Indemnitees”) from and against all claims, demands, liability, actions, lawsuits, orders, and judgments (all together, the “Claims”) against the Physician Practice Indemnitees arising from one or more of the following: (a) breach of any of the Terms including, but not limited to, any License Term and/or any Acceptable Use Term, by the indemnifying User or Patient; (b) the negligence or other wrongful act or omission of the indemnifying User or Patient; (c) the use or abuse of the Website, the Content, and/or any of the Products by the indemnifying User or Patient; and/or (d) violation of any law, rule, regulation, or order by the indemnifying User or Patient. Physician Practice will give the indemnifying User or Patient reasonable written or electronic notice of any written Claim subject to indemnification under these indemnity terms.

11. USER AND PATIENT INFORMATION, LICENSE, AND COVENANTS
    Users and Patients will provide to Physician Practice (and Lotus Medi ) all information and writings requested by, and in a format specified by, Physician Practice’s Website supplier in order to provide or depict the Website, the Content, and/or the Products to the Users and Patients, and/or to perform or enforce any of these Terms (all together, the “User and Patient Information”).
    
    The Users and Patients agree, covenant and grant as follows: (a) that Physician Practice (and Lotus Medi ) will and may rely upon the User and Patient Information in order to provide or depict the Website, the Content, and/or the Products, to perform or enforce any of these Terms, for other purposes permitted in the Terms or applicable law, and for purposes set forth in the Website privacy policy set forth at https://www.LotusMedi com/privacy on the Website; (b) Physician Practice (and its suppliers) are hereby granted a world-wide, non-exclusive, royalty-free, transferable, irrevocable, and perpetual license (with a right to sublicense third parties) to use, reproduce, copy, disclose, distribute, transmit, transfer, post, upload, display, adapt, modify, and make derivative works of the User and Patient Information in order to provide or depict the Website, other Physician Practice supplier publications, the Content, and/or the Products, to perform or enforce any of these Terms, for other purposes permitted by these Terms or applicable law, and for purposes permitted by the Website privacy policy set forth at https://www.LotusMedi.com/privacy on the Website; (c) User and Patient Information is complete and accurate and does not infringe the rights or property of third parties; (d) the Users and Patients, as applicable, own the User and Patient Information and/or have all rights and consents necessary to perform the Terms, including, but not limited to, the right to grant the licenses and sublicenses under this section of the Terms; and (e) the Users and Patients hereby consent to use of the User and Patient Information as described in the Terms and will provide written evidence of such consent as requested by Physician Practice (and/or its suppliers) from time-to-time.
    
    

12. CONFIDENTIAL INFORMATION
    Unless otherwise required by law, no information provided by the Users and/or Patients to Physician Practice (and/or Lotus Medi ), including, but not limited to User and Patient Information, is confidential information of the Users and/or Patients. Information provided by the Users and/or Patients may be used, disclosed, and copied by Physician Practice (and Lotus Medi ) for any purpose permitted by applicable law and/or the Terms or otherwise, subject to the privacy policy set forth at https://www.LotusMedi.com/privacy on the Website. Physician Practice Users and Patients hereby consent to and authorize such use, disclosure, and copying of information provided. The following information is and shall remain the confidential information and the sole and exclusive property of the Physician Practice, and/or Lotus Medi : (i) De-Identified Information; (ii) Content which is not publicly available without restriction, including, but not limited to, pricing; (iii) software programming code for the Website and Content; (iv) the Terms; and (v) other information designated by the Physician Practice, the Lotus Medi , or their suppliers as confidential information.
    
    

13. ACCEPTABLE USE
    Physician Practice (and/or Lotus Medi ) may terminate, deny, suspend or otherwise restrict access to or use of the Website or the Content by Users and/or Patients, or terminate, in whole or in part, the Terms, if use, disclosure, or copying of the Website or Content by Users and/or Patients, in the sole discretion of Lotus Medi , violates the Terms, is objectionable or unlawful, and/or interferes with the functioning or use of the Website and/or the Content by Lotus Medi .
    
    Violation of Acceptable Use Terms includes, but is not limited to, any one or more of the following: (a) accessing without permission or right the accounts, the Website, the Content, or computer systems of Physician Practice, Lotus Medi or other persons, spoofing the URL, DNS or IP addresses of Physician Practice, Lotus Medi or any other person, and/or penetrating the security measures of the Website or computer system or any other person’s computer system, or to attempt any of the foregoing; (b) transmitting uninvited communications, data or information, or engaging in other similar activities, including, but not limited to, “spamming”, “flaming” or denial of service attacks; (c) intercepting, interfering with or redirecting email or other transmissions sent by or to Physician Practice, Lotus Medi or others; (d) introducing into the Website and related networks viruses, worms, harmful code or Trojan horses; (e) engaging in conduct that is defamatory, fraudulent, obscene or deceptive; (f) infringing or otherwise violating Physician Practice’s or Lotus Medi ’s copyright, trademark, patent, trade secret, proprietary, or other intellectual property rights; (g) engaging in any conduct harmful to the Website, the Content, the related networks, and/or other users of the same; and/or (h) using the Website or the Content to violate or in violation of applicable law.
    
    

14. MISCELLANEOUS
    The Terms are the entire agreement between the Users, the Patients, the Physician Practice and Lotus Medi and they supersede all prior or contemporaneous agreements, representations, and understandings (excluding the privacy policy set forth at https://www.LotusMedi.com/privacy on the Website ). The Terms may be changed only by Lotus Medi in accordance with the Terms. All obligations incurred by a party under the Terms, including, but not limited to payment terms, confidential information terms, indemnity terms, and License Terms shall survive termination of the Terms. In the event that a party commences litigation, mediation, or arbitration of a dispute against another party in connection with the Terms, the legal expenses and costs, including, but not limited to attorneys’ fees and other costs of litigation, mediation or arbitration, of the party that prevails in such litigation, mediation, or arbitration shall be paid by the party that did not prevail.
    
    In addition to payments due for Products, the Users and/or Patients will pay all taxes, duties, and fees required by law in connection with any purchase of a Product. If any provision of the Terms is held by a court of competent jurisdiction or arbitrator to be unenforceable, such provision will be deemed modified and will be interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of the Terms will continue in full force and effect. Physician Practice (and Lotus Medi ) shall not be liable to Users and/or Patients for any failure or delay in performance due to causes beyond Physician Practice’s (or Lotus Medi ’s) reasonable control, including, but not limited to, weather, fire, storm, flood, earthquake, or other acts of God, war, terrorism, embargo, boycott, strikes or other labor disputes, delays or failures in transportation, acts of government, civil, or military authority, delays or failures by suppliers, and other causes beyond Physician Practice’s (or Lotus Medi ’s) reasonable control. The Terms shall be governed by and construed in accordance with the laws of the State of California. All applicable federal, state and local laws and regulations apply.
    
    In lieu of judicial resolution of disputes in connection with the Terms, other than Lotus Medi claims for breach of License, Indemnity, Confidential Information, or Payment Terms, or claims by Lotus Medi for injunctive or other equitable relief in favor of Lotus Medi , the Physician Practice and its Users and Patients agree to binding, final, confidential, non-class action commercial arbitration by the American Arbitration Association or JAMS, at the option of Physician Practice and/or its suppliers, of such disputes, subject to the Federal Arbitration Act, 9 U.S.C. sec. 1, et seq. Any party may commence such arbitration after written or electronic notice of the dispute is given by the complaining party to the other parties, provided that the affected parties have not been able to resolve the dispute by negotiation for at least five (5) business days after the dispute arises. The prevailing party in the arbitration may cause any court with jurisdiction to enter the final decision of the arbitrator(s) as a final judgment in accordance with applicable law.

THE FOREGOING TERMS WILL WAIVE THE RIGHT TO FILE A LAWSUIT IN COURT, WAIVE THE RIGHT TO A JURY TRIAL AND BAR CLASS ACTION LAWSUITS. THE USERS AND PATIENTS WILL NOT OBJECT TO SUCH WAIVERS AND BAR. Risk of loss for Products purchased by Users or Patients shall pass to Users or Patients at the time of purchase. Lotus Medi shall have no liability for loss of, damage to, or injury to Products after purchase by Users or Patients.