Terms and Conditions

These statements are currently under Draft release.

Terms of use.

Accepting These Terms

Agreement between user and http://www.medxs.com.

The http://www.medxs.com website (the "Site") is comprised of various web pages operated by MedExcess LLC.  The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of our Site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

Our Site is an E-commerce Site that provides a secure place online to sell, purchase, and transfer products within the medical community.

Visiting our Site or sending emails to MedExcess LLC constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

This document and the other documents that we reference below make up what we officially call our Terms of Use (the “Terms” for short).  The Terms are a legally binding contract between you and Medexcess, LLC (or Medexcess for short).

Please note that the section on Disputes with Medexcess contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.

This contract sets out your rights and responsibilities when you use Medxs.com, and the other services provided by Medexcess.  By using any of our Services (which includes just browsing our websites), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.

Your Account with Medexcess

If you use this Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that MedExcess LLC is not responsible for third party access to your account that results from theft or misappropriation of your account. Medexcess and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

MedExcess LLC does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use http://www.medexcess.co only with permission of a parent or guardian.

You’ll need to create an account with Medexcess to use some of our Services. Here are a few rules about accounts with Medexcess:

  1. Age of Use.  Minors under 18 and at least 13 years of age are only permitted to use our Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use Medexcess or the Services. You are responsible for any and all account activity conducted by a minor on your account, and there may be commercial products or services available that you may want to consider to limit a minor's access to material online.
  2. Accuracy.  Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account.
  3. Naming.  If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.
  4. Account Responsibility.  You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.
  5. Password Protection.  As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.

These Terms do not create any agency, partnership, joint venture, employment, or franchisee relationship between you and Medexcess.

Your Content

Content that you post using our Services is your content.  We don’t make any claim to it, which includes anything you post using our Services.

  1. Responsibility for Your Content.You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
  2. Permissions. By posting Your Content through our Services, you grant Medexcess a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Medexcess function and grow. That way, we won’t infringe any rights you have in Your Content and we can help promote it. . For example, you acknowledge and agree Medexcess may offer you or Medexcess buyers promotions on the Site, from time to time, that may relate to your listings
  3. Rights You Grant Medexcess.  By posting Your Content, you grant Medexcess a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote Medexcess, your Medexcess shop, or the Services in general, in any formats and through any channels, including across any Medexcess Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.  For example: if you upload a photo or video of a listing, we have permission to display it to buyers, and we can resize or enhance it; if you post a description in English, we can translate it into a different language for other buyers; and if you post a photo or video of an operating device, we can feature it– often along with your company name.
  4. Reporting Unauthorized Content.  Medexcess has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact info@medxs.com. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive proper notice or terminating your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.
  5. Inappropriate, False, or Misleading Content.  There are certain types of content we don’t want posted on Medexcess’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

Using Our Services

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms and the following restrictions in particular:

  1. Violation of Laws.  You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires, and to meet applicable legal requirements in applicable jurisdiction(s). This includes the sale and delivery of your items, such as age verification upon delivery, where required by law. You may notsell anything that violates any laws; you must comply with our US-based sanctions, and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Medexcess, another Medexcess user, or a third party.
  2. Payment.  You are responsible for paying all fees that you owe to Medexcess. You are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services. Medexcess will calculate, collect, and remit sales tax where applicable.  
  3. Theft.  You agree not to reverse engineer or attempt to obtain the source code of this website and services.
  4. Harmful Actions.  You agree not to interfere with or try to disrupt our Services, or distribute viruses or other harmful computer code.
  5. Trademark Policy.  The name "Medexcess", "Medxs", and the other Medexcess marks, phrases, logos, and designs that we use in connection with our Services (the Medexcess Trademarks), are trademarks, service marks, or trade dress of Medexcess in the US and other countries.
  6. Idea Usage.  Any unsolicited ideas or other materials you submit to Medexcess are considered non-confidential and non-proprietary to you, excluding of course your content and items you sell through Medxs.com. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
  7. Electronic Communications.  Medexcess will provide you with certain legal information in writing. By using our Services, you’re agreeing to our communication policies.  We can send you information electronically instead of mailing you paper copies. Electronic agreements are considered the same as your paper signature.

Termination

MedExcess LLC reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Alabama and you hereby consent to the exclusive jurisdiction and venue of courts in Alabama in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and MedExcess LLC as a result of this agreement or use of the Site. MedExcess LLC's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MedExcess LLC's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by MedExcess LLC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and MedExcess LLC with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MedExcess LLC with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English. 

Self Termination.  You may terminate your account with Medexcess at any time from your account settings.  Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination. Any outstanding bills must still be paid by you or your organization.

Termination By Medexcess. We may terminate or suspend your account and your access to the Services should we have reason to believe you, your Content, or your use of the Services violate our Terms. Medexcess will notify you that your account has been terminated or suspended, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.  If you or Medexcess terminate your account, you may lose any information associated with your account, including Your Content.

Service Discontinuation.  Medexcess reserves the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in Medexcess’s policies under these Terms of Use. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.

Post Termination Terms. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

Warranties and Limitation of Liability

Purchased Items. Medexcess does not manufacture, store, or inspect any of the items sold through our Services. The items in our marketplaces are produced, listed, and sold directly by licensed sellers.  Medexcess cannot and does not make any warranties about their quality, safety, or legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You release Medexcess from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury.

Accessed Content. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Medexcess is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.

Interactions.  Sellers of our Services are required to have a medical license number.  However, by using this website, you release us from all liability relating to your interactions with other users.

Third-Party Services. Our Services may contain links to third-party websites or services. You may also need to use a third party’s product or service in order to use some of our Services such as a compatible mobile device.  When you access these third-party services, you do so at your own risk. Medexcess is not a party to third-party agreements.

Promotions. By participating in a special offer or promotion, you agree that you may not later claim that the rules of that special offer or promotion were ambiguous.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MEDEXCESS LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

MEDEXCESS LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MEDEXCESS LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEDEXCESS LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MEDEXCESS LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification

You agree to indemnify, defend and hold harmless MedExcess LLC, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. MedExcess LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MedExcess LLC in asserting any available defenses.

We hope this never happens, but if Medexcess gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend Medexcess (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or you or your account’s infringement of someone else’s rights.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

Disputes with Other Users

If you find yourself in a dispute with another user of Medexcess’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.  Medexcess will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Medexcess has no obligation to resolve any disputes.  You release Medexcess from any claims, demands, and damages arising out of disputes with other users or parties.

Disputes with Medexcess

Please contact us first so that we may resolve your issue.  If a legal dispute results, then the following rules will govern:

  1. Governing Law.The Terms are governed by the laws of the State of Alabama, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
  2. Arbitration.You and Medexcess agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.  Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. 

For EU sellers, if any dispute arises in connection with the Terms, the parties should first try to resolve the dispute per UE rules or may be referred by either party to the Centre for Effective Dispute Resolution (“CEDR”) for mediation.  By agreeing to the Terms, you and Medexcess are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

  1. Arbitration Costs.  Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules, and in the case of CEDR, its rules. 
  2. Forum.  Any legal action against Medexcess related to our Services must be filed and take place in Madison County, Alabama. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Madison County, Alabama, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and Medexcess agree to submit to the personal jurisdiction of a state or federal court located in Madison County, Alabama.
  3. Government Exception.  If you are a government agent or entity in the United States using the Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York.
  4. Modifications.  If we make any changes to this “Disputes with Medexcess” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Medexcess prior to the date the changes became effective. If you do not agree to any modified terms, you may send Medexcess a written notification or close your account. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Medexcess in accordance with the provisions of this section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.

Changes to the Terms

MedExcess LLC reserves the right to change the Terms.  Notable changes will be posted in the Terms and Conditions and/or by sending you an email or message concerning the changes.  Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

Enforceability

The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and Medexcess regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.

Links to third party sites/Third party services

http://www.medxs.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of MedExcess and MedExcess is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MedExcess is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MedExcess of the site or any association with its operators.

Certain services made available via http://www.medxs.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the http://www.medxs.com domain, you hereby acknowledge and consent that MedExcess may share such information and data with any third party with whom MedExcess has a contractual relationship to provide the requested product, service or functionality on behalf of http://www.medxs.com users and customers.

Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use http://www.medxs.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to MedExcess that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of MedExcess or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. MedExcess content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of MedExcess and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MedExcess or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by MedExcess from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MedExcess Content accessed through http://www.medxs.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Contact Information

If you have any questions about the Terms, please email us at info@medxs.com.

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