Terms & Conditions of Use

Date of last revision: April 5, 2021

We appreciate your interest in our Services. 

These Terms of Use (“Terms”) govern your access or use, of the applications, websites, content, products, and services (the “Services,” as more fully defined below in Section 3 made available by DiRx, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “DiRx”, “us” or “we”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DIRX. 

1.  The Services 
2.  User Acknowledgement and Acceptance of Terms
3.  Eligible Users
4.  License
5.  User Accounts
6.  Disclaimer, Limitations and Liability
7.  Arbitration Agreement
8.  Other Provisions

1. The Services 

DiRx and DiRxChoice Program and Fees. 

Anyone can order from DiRx, without needing to join a specific program. 

DiRx does not take insurance and is purely based on a fee for service model. You are required to pay for all prescription drugs at the time of purchase. DiRx reserves the right to change prescription prices at any time.

DiRx also offers an optional, additional DiRxChoice program that provides members (“Members”, and your status as a Member is referred to as your “Membership”) the same access to low-cost prescriptions, plus select benefits – such as free USPS shipping. DiRxChoice is available through the DiRx website, DiRxHealth.com (the “Site”), the DiRx mobile applications (the “App”), and through various digital communications (which you may elect to receive or opt out of receiving) sent using the contact information associated with your Account. The Terms of Use applicable to your use of the Site and the App are incorporated herein by reference. Additional terms for the DiRx Membership program are set forth below.

Free trial eligibility is determined by DiRx at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible.

DiRx, at its sole discretion, reserves the right to change the price of your DiRxChoice Membership program, from time to time and will communicate via email any price changes to Members in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next Membership cycle following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the DiRx Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by cancelling Membership prior to the price change goes into effect.

By starting your Membership, you authorize DiRx to charge your Payment Method a Membership fee at the then current rate (the “Membership Fee”), on the first day of each Membership Cycle until your Membership is cancelled or terminated. DiRx reserves the right to change the timing of its billing, provided that DiRx will adjust the amount it bills on a pro-rata basis in accordance with any such change.

If DiRx does not receive the Membership Fee from you, DiRx may terminate your access to the Services. All fees paid are non-refundable, unless otherwise provided for in these Terms. 

If a Membership Fee is not successfully settled, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, including in the event you attempt to create a new account. This may result in a change to your payment billing dates. If DiRx cannot charge your account, DiRx reserves the right, but is not obligated, to terminate your access to the Site or any portion thereof.

As is a common operational standard in any commercial business, DiRx uses a third-party payment gateway provider to process Membership fees and other payments. The third-party provider and/or DiRx collects, saves and manages your payment information, including without limitation any credit card numbers, if have selected this option. Such stored payment information will be used for auto-refills and/or follow-on orders. Such stored data is encrypted and saved in a compliant manner with applicable rules and regulations, with requisite security safeguards.

DiRx reserves the right to modify or terminate the Services, your status as a Member, your Add-On Members’ status as such and access to the Services and/or your access to the Services by terminating or deactivating your Account or canceling your Membership for any or no reason, without notice, at any time. If your Membership is terminated, you may still have access to your Account, and we may retain any content that you posted or data that you generated through your Account and use of the Services or delete it, and all rights granted to you in these Terms will immediately cease. You acknowledge and agree that your only recourse against DiRx in the event DiRx terminates your Membership is a pro-rated discount of the monthly fee paid for the Services calculated as of the date your Membership was cancelled. DiRx shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by DiRx in connection with such termination or deactivation.

DiRx will endeavor to fulfill, and ship ordered prescriptions within 1-2 business days from the date prescriptions are received. In the event of Product stockout, DiRx may fulfill and ship partial orders, and fulfill and ship the remaining order as soon as practicable thereafter. Shipping will take place by standard first-class US mail unless the Member asks and pays for expedited shipping. Delays may occur as a result of shortages of certain medicine, delays in the Postal Service, certain holidays that cause delays in shipping, results of a pandemic, a backorder situation, and general delays outside of the reasonable control of DiRx.

In certain circumstances, DiRx may ship a partial order to a Member when the entire order is not available or in the event of a backorder situation. In these cases, DiRx will make every effort to communicate with the Member and work diligently to assure the medication(s) arrive as quickly and efficiently as possible. 

Cancellation. 

If you are part of the DiRxChoice program, you may cancel your Membership at any time. If you cancel your Membership at least three (3) business days before the next Membership Fee is due, your Membership and access to the Services will terminate on the day your next Membership Fee is due. Otherwise, DiRx will bill you for an additional Membership Fee, and your Membership and access to the Services shall expire one month after your last paid Membership Fee. 

Access to Information. 

Most prescriptions purchased in the Unites States, including prescriptions filled through the use of discount coupons, loyalty cards or insurance co-pays, result in the pharmacy reporting patient data back to the company that provides the benefit (“Claims Data”). DiRx uses and stores this Claims Data linked to the information you provide when using the Services (including without limitation your name, email address, prescription names and your address) to provide you with targeted coupons and discounts on prescriptions through your Account. 

You agree to fully and carefully read all provided product information and labels and to contact a physician or our pharmacist if you have any questions regarding the prescription. DiRx fully honors patient freedom of choice, and if you receive a prescription for a medication, you always have the option to instruct DiRx to transmit that prescription to the pharmacy of your choice.

Each Member and Add-On Member may view their own prescription history on the Site. If you are a Member, you may automatically view the prescription history of Add-On Members who are under the age of 14, and you may view the prescription history of Add-On Members who are over the age of 13 only with the permission of the Add-On Member (which permission you may request through the Site). If you view the prescription history of Add-On Members, or you request that a mail delivery prescription be fulfilled on behalf of a family member or dependent, you represent and warrant that you have permission to do so and to view the prescription information related to your request and your family member. If you cancel your Membership, you may request that we delete all information you provide by calling 877.FOR.DIRX. 

Restrictions on Use. 

You agree not to use the Services in a way that is, in DiRx’s sole discretion, harmful to minors in any way or violates any applicable law, regulation, obligation or other similar restrictions imposed by a government. You also agree not to violate any community requirements posted by DiRx from time to time, remove any copyright, trademark or other proprietary notices from any portion of the Services (including any discount coupons or other content sent to you), cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or Attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means. You shall promptly notify DiRx if you learn of any security breach related to the Services.

You agree that any prescriptions or pharmaceutical products that you acquire or obtain through the Services will be solely for your (or your family member’s or dependent’s, as applicable to whom the prescription is written for) personal use. DiRx may cancel, suspend, or terminate your access to the Site and the Services at any time and for any reason, including any violation of these Terms. 

Not Medical Advice. 

The contents of the Services are for informational purposes only. The content does not provide medical advice and is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health professionals or providers with any questions you may have regarding a medical condition or medicine. Never disregard professional medical advice or delay in seeking it because of the Services.

DiRx does not recommend or endorse any specific prescription drug that may be mentioned in relation to the Services. Reliance on any information provided by DiRx or the Services is solely at your own risk. 

The Services are “As Is.” 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DIRX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS. DIRX DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, DIRX SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. 

Network Access and Devices. 

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. DiRx does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. 

2. User Acknowledgement and Acceptance of Terms 

By accessing or using the Services, you confirm your agreement to be bound by these Terms, including the information set forth in our privacy policy, located here. Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. DiRx may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason, with or without notice at its sole discretion, except where prohibited.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH DIRX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

If your use of the Services is terminated for any reason, then: (a) these Terms will continue to apply and be binding upon you in respect of your prior use of the Services (and any unauthorized further use of the Services), including your indemnification obligations; and (b) any rights or licenses granted to us under these Terms will survive such termination.

DiRx may amend the Terms from time to time. Amendments will be effective upon DiRx’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. 

DiRx’s collection and use of personal information in connection with the Services is described in DiRx’s Privacy Policy located at  https://www.DiRxHealth.com/privacy-policy

3. Eligible Users 

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with DiRx and meet all of the foregoing eligibility requirements.

The Services are offered and available to users who reside in the United States or any of its territories or possessions.

If you do not meet all of these requirements, you must not access or use the Services. 

4. License 

DiRx Limited License to You. 

The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with DiRx and meet all of the foregoing eligibility requirements.

The Services are offered and available to users who reside in the United States or any of its territories or possessions.

If you do not meet all of these requirements, you must not access or use the Services. 

Restrictions. 

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by DiRx; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. 

Third Party Services and Content. 

The Services may link you to other websites and services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other third parties. These websites and services may contain information or material that some people may find inappropriate or offensive. These other websites, services and parties are not under DiRx’s control, and you acknowledge that DiRx and its Affiliates are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the materials or substance of such websites and services, nor are DiRx or its Affiliates responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either express or implied. 

The Services may be made available or accessed in connection with third party services and content, including advertising. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. DiRx does not endorse such third-party services and content and in no event shall DiRx be responsible or liable for any products or services of such third-party providers, including pharmaceutical products or medical care (“Third Party Providers”). 

Third Party Services and Content. 

The Services may link you to other websites and services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other third parties. These websites and services may contain information or material that some people may find inappropriate or offensive. These other websites, services and parties are not under DiRx’s control, and you acknowledge that DiRx and its Affiliates are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the materials or substance of such websites and services, nor are DiRx or its Affiliates responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either express or implied. 

The Services may be made available or accessed in connection with third party services and content, including advertising. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. DiRx does not endorse such third-party services and content and in no event shall DiRx be responsible or liable for any products or services of such third-party providers, including pharmaceutical products or medical care (“Third Party Providers”). 

Ownership. 

Copyright © 2021 DiRx, Inc. All Rights Reserved.

The following are registered trademarks / service marks or may be registered trademarks / service marks in the future of DiRx or its Affiliates: DiRx, DiRx Health, DiRx Pharmacy, DiRx Online Pharmacy, DiRxChoice, DiRxDayByDay. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of DiRx or its Affiliates. All other trademarks or service marks are property of their respective owners. The Services and all rights therein are and shall remain DiRx's property or the property of DiRx's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner DiRx's company names, logos, product and service names, trademarks or services marks or those of DiRx's licensors. For purposes of these Terms, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services available only to Members utilizing the Services. By accepting these Terms, you acknowledge and agree that all content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of DiRx and/or its Affiliates. You are only permitted to use the content as expressly authorized by DiRx or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content in any form or by any means without prior written permission from DiRx or the specific content provider, and you are solely responsible for obtaining permission before reusing any content. Any unauthorized use of content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither DiRx nor its Affiliates warrant or represent that your use of content will not infringe the rights of third parties. 
The Services may be made available or accessed in connection with third party services and content, including advertising. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. DiRx does not endorse such third-party services and content and in no event shall DiRx be responsible or liable for any products or services of such third-party providers, including pharmaceutical products or medical care (“Third Party Providers”). 

5. User Accounts 

You do not have to register or provide personal data to the DiRx website in order to access the website DiRx.com. In order to use some aspects of the Services, however, you must register for and maintain an active personal user Services account (“Account”). Account registration requires you to submit to DiRx certain personal information, such as your name and email address or mobile phone. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, may result in your inability to access or use the Services. 

You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Therefore, you must take steps to ensure that others do not gain access to your password and Account. Our personnel will never ask you for your password. You may not transfer or share your Account with anyone, and we reserve the right to immediately terminate your Account if you do transfer or share your Account. Unless otherwise permitted by DiRx in writing, you may only possess one Account. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. 

You may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification. 

Messaging Services. 

DiRx may allow users to request and receive pricing information, coupons and marketing messages via communications including but not limited to text messaging. email, in-app messages, and push notifications. By consenting to receive pricing information and coupons from DiRx, you are consenting to be contacted with prescription-related information. You acknowledge that there may be some risk that the information in the communication(s) could be read by a third party. DiRx provides no warranty for any of the pricing data or other information provided to you via such communications. 

Text Messaging and Telephone Calls. 

You agree that DiRx may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your Account, including for marketing purposes. Should you send DiRx a direct SMS message through a mobile device, such message constitutes your prior express written consent to receive the messages you request to that SMS device. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving marketing text messages from DiRx at any time, by texting the word “STOP” to the text message using the mobile device that is receiving the messages. 

Emails. 

You may opt out of receiving commercial email communications by following the instructions contained in any email you receive. Please be advised that even if you opt out of email communications, you may still receive email communications pertaining to your Account or the Services. 

User Provided Content. 

DiRx may, in DiRx's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to DiRx through the Services textual, audio, and/or visual content and information, including commentary, testimonials and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). You may also submit User Content via surveys, customer service communications and social media channels. You grant DiRx a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content, including in edited and partial form, together with your name, location, and any other personal information you provide in all formats and distribution channels now known or hereafter devised (including in connection with the Services and DiRx's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant DiRx the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor DiRx's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by DiRx in its sole discretion, whether or not such material may be protected by law. DiRx may, but shall not be obligated to, review, monitor, or remove User Content, at DiRx's sole discretion and at any time and for any reason, without notice to you, except where prohibited. 

Participation in Promotions. 

From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by DiRx in its sole discretion, whether or not such material may be protected by law. DiRx may, but shall not be obligated to, review, monitor, or remove User Content, at DiRx's sole discretion and at any time and for any reason, without notice to you, except where prohibited. 

DISCLAIMER

6. Disclaimers; Limitation of Liability; Indemnity. 

ALL CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DIRX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DIRX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, ACCURACY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DIRX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

INFORMATION AVAILABLE THROUGH THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED THEREIN TO STOP PROVIDING MAIL DELIVERY SERVICES, AND TO SWITCH OUR ASSOCIATED THIRD-PARTY CONTRACTORS AND VENDORS, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICES OR THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

DiRx is not obligated to provide any maintenance, technical or other support for the Service. 

Through your use of the Services, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. DIRX MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, CONTENT, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICES OR THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY DIRX OR ITS AFFILIATES.

Content available through the Services often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with DiRx. DiRx does not endorse, nor is it responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized DiRx, Inc. spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Terms. 

You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the Services are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY THE PHARMACIES LISTED ON THE SITE MAY BE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY THE PHARMACY OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE PRODUCTS OBTAINED THROUGH OUR SITE MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. DIRX DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE SITE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS ATTACHED TO THE PRODUCTS.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

LIMITATION OF LIABILITY. 

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against DiRx on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against DiRx, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against DiRx by someone else. 

Indemnity. 

You agree to indemnify and hold DiRx and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) DiRx's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers. DiRx reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with DiRx in asserting any available defenses. 

7. Arbitration Agreement 

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against DiRx on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against DiRx, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against DiRx by someone else. 

Agreement to Binding Arbitration Between You and DiRx. 

You and DiRx agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and DiRx, and not in a court of law. For the avoidance of doubt, the scope of arbitration includes federal and state statutory and common law claims, including under the consumer protection laws and principles.

You acknowledge and agree that you and DiRx are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and DiRx otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. 

Rules and Governing Law. 

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (the “Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. 

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware. 

Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. 

Location and Procedure. 

Unless you and DiRx otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and DiRx submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. 

Arbitrator's Decision. 

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties and the prevailing party shall be entitled to collect attorney’s fees. 

Fees. 

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

Severability and Survival. 

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; and (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement ; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. 

8. Other Provisions 

Choice of Law. 

These Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Delaware residents to assert claims under Delaware law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Delaware law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Delaware law to you if you do not otherwise reside in Delaware. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes. 

Claims of Copyright Infringement. 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe their rights under US copyright law have been infringed. If you believe in good faith that materials hosted by us infringe your copyright (for example, materials posted by a user on one of our forums), you or your agent can send us a notice requesting that the material be removed or access to it blocked. In the event the site allows you to upload copyrighted material, these Terms apply. 

If you believe your copyright-protected work has been posted on the site or in conjunction with Service in a way that constitutes copyright infringement (please consult an attorney to better understand your rights and obligations under Section 512(c) of the Copyright Act and other laws), please contact our DMCA Agent with a notice containing the following information: 

Reasonably sufficient details to enable us to identify the work claimed to be infringed (e.g., title, author, any registration or tracking number, URL) or, in the case of multiple works, a representative list of such works.

Reasonably sufficient details to enable us to identify and locate the material claimed to be infringing (e.g., a link to the page that contains the material). 

Your name, address, telephone number, and, if available, email address.

A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law.

A written statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
Your physical or electronic signature. 

If you believe material that you have posted to the Services has been improperly taken down, you may file a written counter-notice with our DMCA Agent. Please include the following details: 

Identification of the material that has been removed or to which access has been disabled and the location at which it appeared before it was removed or disabled. 

A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification. 

Your name, address, telephone number, and, if available, email address.

A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside the US, for any judicial district in which DiRx may be found, and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as described above; and
Your physical or electronic signature. 

DMCA notices must meet current statutory requirements imposed by the DMCA.

Please send DMCA notices to our DMCA Agent at the following address or by email (subject line “DMCA Communication”): DMCA Agent, DiRx, Inc., 2701 Olympic Blvd., Santa Monica CA 90404.

Email: care@dirxhealth.com

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake, may be subject to liability. Please also be advised that we enforce a policy of terminating the Accounts of repeat infringers (i.e., users who have made two or more postings for which we receive a notice of infringement). 

DiRx’s DMCA Agent should be contacted only for the purposes set forth in this Section. NON-DMCA INQUIRIES DIRECTED TO DIRX’S DMCA AGENT WILL NOT BE ANSWERED. MISUSE OF THE DMCA CAN SUBJECT YOU TO LIABILITY. 

Notice.

DiRx may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to DiRx, with such notice deemed given when received by DiRx, at any time by first class mail or pre-paid post to DiRx, Inc., 2 Tower Center Blvd #12, East Brunswick, NJ 08816 or by email sent to the attention of Customer Service at care@dirxhealth.com

Entire Agreement. 

Except as expressly provided herein, these Terms, any supplemental terms, and the Privacy Policies referenced herein constitute the entire agreement between you and DiRx with respect to the use of the site and Services. 

General. 

You may not assign these Terms without DiRx’s prior written approval. DiRx may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of DiRx’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, DiRx or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. DiRx’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DiRx in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms. Please contact us at care@dirxhealth.com with any questions regarding these Terms.