Terms of Service

Introduction

Welcome to Fullscript®, an online dispensing solution for professional-grade supplements and other health and wellness products virtually or in-office, all-in-one platform. These Terms of Service (“Terms”) govern your access and use of the websites, mobile applications and other platforms and services provided by Healthy Web Inc., Natural Partners, Inc. and/or their subsidiaries or affiliated companies (collectively, “Fullscript,” “we,” “us,” or “our”) that incorporate or link to these Terms (collectively, the “Platform”).

 

Please read these Terms and carefully, as your use of our Platform constitutes your agreement to be bound by both these Terms. If you are accepting these Terms on behalf of any third party, you represent and warrant that: (i) you have full legal authority to bind the applicable third party to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the third party that you represent, to these Terms.

 

Other terms also apply to your use of the Platform, and they are incorporated herein by this reference. These include terms which will apply to sales promotions and other features which may be available on the Platform from time to time, and our Privacy Statement which applies to any data shared on the Platform.

 

 

Definitions

Throughout these Terms, we may use certain words or phrases, and it is important that you understand their meanings.

 

“Account” means either a Practitioner Account, including any linked staff accounts, or a Student Account.

 

“Direct to Patient” means Fullscript’s fulfillment of a Patient order on behalf of their Practitioner as part of the Services, which includes storage, handling, and arrangement of shipping for Products purchased through the Platform.

 

“Governmental Authority” means any national, provincial, state, local or other government, or subpart, agency or unit thereof.

 

“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof.

 

“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority.

 

“Payment Processor” means a third-party company which processes payments initiated through the Platform.

 

“Patient” means a person invited to access the dispensary of a Practitioner or Student.

 

“Patient Account” means a Patient profile, loaded on the Fullscript Platform, under supervision and review of an associated Practitioner in order to access the Practitioner’s dispensary. 

 

“Practitioner” means a qualified and licensed (if required by Law) person who uses the Platform and our Services to connect with their Patients, but does not include Students.

 

“Practitioner Account” means a Fullscript account opened by a Practitioner through which the Practitioner manages their dispensary and can add their Patients, and, if located in the United States, purchase Wholesale Products. The Practitioner Account remains responsible for any linked staff accounts connected to their dispensary and the compliance of Patient Accounts connected to their dispensary with the Patient Terms.

 

“Practitioner Seller Account” means a Practitioner Account through which the Practitioner can sell Products to the Patients Accounts accessing their dispensary.

 

“Products” means those items available for purchase through the Platform.

 

“Services” refers to the services that we provide to or on behalf of Practitioners or arrange for through our Platform, including the Platform itself, all services furnished to Practitioners or Students, and all services provided to Patients on behalf of Practitioner Seller Accounts, including order processing, payment collection and processing, shipping and tracking, and any other support services provided for Patients on behalf of Practitioner Seller Accounts including returns processing. Practitioners are responsible to the Patient Accounts associated with their dispensary, including for the Products recommended and/or sold; Fullscript’s responsibility is limited to fulfilling Products/services as applicable on behalf of Practitioners and is only responsible for fulfillment (shipping and handling) of such Product sales.

 

“Student” means someone who is actively enrolled in a Fullscript-approved targeted educational program at the post-secondary level.

 

“Student Account” means a Fullscript account opened by a Student through which the Student can connect with Patient Accounts.

 

“Suppliers” means the companies that manufacture and/or supply the Products available through the Platform.

 

“User” refers to Practitioners, Students, Health Product Distributors, and general visitors to the Platform.

 

“Wholesale” means Product purchases made on a wholesale basis by a Practitioner in the U.S. Wholesale access and Product purchases are subject to additional terms and conditions, as included in these Terms and on the Platform.

 

 

Content for Information Purposes Only

The information and content contained on the Platform is provided for informational purposes only and is not meant to provide you with medical advice or for replacing your professional knowledge. Do not use the Platform for medical emergency services. The information on the Platform is not a substitute for medical care or for seeing or obtaining advice from a healthcare professional. You should not use the information available on the Platform (including, but not limited to, information that may be provided on the Platform by healthcare practitioners or other professionals employed by or contracting with us) for diagnosing, treating, curing, or preventing a health problem or disease. 

 

We work to ensure that information on the Platform is correct; however, we cannot guarantee that all information is correct, complete or current. Suppliers may make changes to Products from time to time, and actual Product packaging and materials may contain more and/or different information than that shown on the Platform. Please consult all labels, warnings, and directions for the most accurate product information. 

 

All features, specifications, Products and prices described on Fullscript are subject to change at any time without notice. We reserve the right to make changes to information about price, description or availability without notice. The inclusion of any Products or Services on the Platform does not imply or warrant that these Products or Services will be available at any particular time.

 

 

Requirements

In order to use our Platform and any Services, you must meet a number of conditions, including but not limited to:

• You must have reached the minimum age required to enter into a contract in the area in which you reside.
• You must know and abide by all Laws of the jurisdictions in which you are located and where you promote and sell Products, including, but not limited to, all Laws pertaining to professional licensing or conduct, the Products, or taxes.
• You must provide us with true, accurate and complete personal information, payment information and other information that we deem necessary to provide you with our Services, and you are responsible for maintaining and promptly updating such information so it remains true, accurate and complete at all times, including but not limited to professional licensing and credentialing.
• If you are a Canadian resident, you must properly report all income from the use of our Services as required to the Canada Revenue Agency, Ontario Ministry of Finance, and/or any other revenue agency which requires that you remit taxes to it. If you are a U.S. resident, you must properly report all income from the use of our Services as required by the Internal Revenue Service and/or any other applicable Governmental Authority. Regardless of residency and except as explicitly set out herein, you acknowledge that Fullscript is not required to maintain records on your behalf or to report any income or other information to relevant Governmental Authorities (unless otherwise required to do so by applicable Law).
• You must charge Patients no more than is permitted under the Laws where you are located/operate and/or where the Patient resides and, if applicable, in accordance with all applicable Suppliers brand restriction, internet reselling, and minimum advertised price (MAP) policies.
• You must not be in violation of any embargoes, export controls, or other Laws of Canada or the U.S., or other countries having jurisdiction over these Terms, Fullscript, or you.

 

 

Right to Access and Rules of Use

Subject to the terms and conditions of these Terms, and so long as your Account is in good standing, Fullscript hereby grants to you a limited, personal, revocable, non-exclusive,

non-transferable right to access and use the Platform solely for your internal business purposes.

 

In addition to meeting the user requirements above, you agree to comply with the following rules governing use of our Platform and Services:

• You shall not make any representations, warranties, guarantees, indemnities, commitments, or other similar claims actually, apparently, or ostensibly on behalf of Fullscript that are inconsistent with these Terms.
• You shall comply with all applicable Laws of any Governmental Authority with jurisdiction over your actions, including the Laws applicable to any jurisdiction to which you promote, sell and/or arrange for the shipment of Product.
• You are exclusively responsible for any statements that you may make regarding the Products, including any claims that do not explicitly appear on Product labeling.
• You shall not engage in any unlawful or illegal, unfair, fraudulent, malicious, negligent, misleading, or deceptive practices, or which promotes any criminal activity or provides information about the same.
• You shall not post or send anything violent, indecent, obscene, threatening, pornographic, racist, hateful, libelous, defamatory or which discloses private or personal matters concerning any person other than yourself (other than any person from whom you have the requisite authorization, as required by applicable Law) or otherwise objectionable, as determined in the exclusive discretion of Fullscript.
• You shall not infringe on anyone’s Intellectual Property Rights (including Fullscript’s Intellectual Property Rights), defame anyone or otherwise violate the rights of a third party.
• You shall not create a false identity or duplicative Accounts for the purpose of misleading others, or impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or third party.
• You shall not hack, crack, phish, SQL inject, or otherwise compromise the confidentiality, integrity, or availability of the Platform, Service, or its users’ computers, including, without limitation, viruses, worms, time bombs, Trojan horses or any other contaminating, harmful or destructive code, or use the Platform in any manner that could disable, damage or overburden the Platform.
• You shall not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, decompile, reverse engineer, create derivative works from, or otherwise exploit any content or information from the Platform, in whole or in part, without our express written permission, including removing, deleting, altering, or obscuring any copyrights, trademarks, or other proprietary notices from any portion of the Platform, including but not limited to accessing or using any content or information from the Platform in order to directly or indirectly compete with Fullscript.
• You shall not use any spider, bot or other automatic or manual device or process for the purpose of scraping, harvesting, compiling, indexing, surveying, building AI/machine learning models, or otherwise data mining information on the Platform, including probing, scanning, testing the vulnerability of or breaching the authentication measures of, the Platform or any related networks or systems.
• You shall not use the Platform or Services in connection with unsolicited communications, including but not limited to unauthorized advertising, junk, or bulk e-mail.
• You shall not interfere with other users’ use of the Platform or Services, including, without limitation, spamming or otherwise using abusive tactics related to deter others from facilitating transactions.
• You may not post or transmit charity requests, petitions for signatures, chain letters, or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials, or any other solicitation of other users to use goods or services that are not otherwise authorized by Fullscript as Products.
• You shall not permit any other person (other than a linked staff account or an agent acting on your behalf and subject to your direct supervision and control) to access the Platform or Services using your Account information for any purpose. If you have a Student Account, you may not allow an agent or anyone else to act on your behalf or to access the Services using your Account information.
• You may not do anything else which, in Fullscript’s sole discretion, may bring Fullscript or any of its users into disrepute, endanger the business or safety of Fullscript or any third party, or constitutes any use other than the business purposes for which the Platform and Services are intended. 
• You shall not represent yourself acting on behalf of Fullscript as its agent or otherwise.
• You will not submit your Product sales through the Platform for reimbursement from any federal or commercial insurance provider. 

 

Our provision of Services to you and your access to the Platform is contingent on your agreement with this and all other sections of these Terms. We reserve the right to change or include new requirements as deemed appropriate in our sole discretion without providing prior notice to you.

 

You hereby expressly acknowledge that you are solely and exclusively responsible for your, your agents, and linked staff accounts compliance with the Terms and any and all applicable Laws, as well the compliance of Patient Accounts connected to your dispensary. Fullscript does not provide any advice concerning potentially applicable Laws or your compliance therewith. The reference to specific laws or regulations shall not be read or construed to imply that such laws or regulations are applicable to you, nor that other laws or regulations are not applicable to you. Further, Fullscript expresses no opinion with respect to the appropriateness or legality of the recommendation or resale of Products to Patients by Practitioners or Students. It is your responsibility to consult with the appropriate advisors as necessary to ensure that you are informed of and in compliance with all applicable Laws.

 

If you wish to use our Platform and Services, including all Services provided on your behalf, Fullscript requires that you be authorized by any applicable Governmental Authority. By using our Platform and Services, including all Services provided on your behalf, you hereby warrant that you are so authorized. Many jurisdictions require that Practitioners making recommendations to Patients on health-related matters be licensed/credentialed to do so. Additionally, Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over Practitioners may require that certain ethical standards be followed. You may also be required to make certain disclosure to your Patients or be limited in your ability to charge your Patients more than the Manufacturer’s Suggested Retail Price (MSRP) for Products. You agree to act at all times in accordance with all licensing, credentialing, and ethical standards applicable to you as a Practitioner.

 

Accounts and Passwords

Certain features or Services offered on or through the Platform require you to register for an Account (including setting up a username and password). You are solely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account; we will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password on-line, by email or by phone, or through a third party service, if any, through which you access the Platform. You agree to notify Fullscript immediately of any unauthorized use of your Account or password. You may not use the Account, username or password of any other individual or company at any time without the express permission and consent of the holder of the Account. Fullscript will not be liable for any loss or damage arising from your failure to comply with this Section, including for misuse or misappropriation of your information, and you agree to indemnify Fullscript from any claims damages, losses, and/or costs resulting from a breach of your obligations with respect to your Account and Account information.

• Practitioner Accounts. All Practitioners are defaulted to Practitioner Accounts, and their dispensaries have limited access to the Services, including making Product recommendations and purchasing Wholesale Products.
• Practitioner Seller Accounts. Practitioners seeking to sell Products through the Platform and access all Services available to their dispensary are required to register for Practitioner Seller Accounts. Fullscript requires Practitioners to provide certain identification information and contact information to register for Practitioner Seller Accounts. Practitioners seeking to open a Practitioner Seller Account are also required to provide certain identification and banking information to the Payment Processor.
• Student Accounts. Students seeking to recommend Products through the Platform to their friends and family are required to register for a Student Account. In order to register, Fullscript requires Students to provide certain identification and contact information including, but not limited to, name, address, email address, proof of enrollment in a Fullscript approved educational program, and expected date of graduation.

 

By creating an Account, you also consent to receive electronic communications (e.g., via email, SMS, or push notifications, where applicable). These communications may include notices about your Account (e.g., Account changes, password resets and other transactional information) and are part of your relationship with us. We may also send you promotional communications, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may modify your communications preferences by following the instructions contained in our promotional messages or through your Account settings; please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving marketing communications, we may still send you transactional messages relating to your use of the Platform or messages sent as part of an existing business relationship.

If you enroll in one of our text message programs, you will be asked for consent to do so. Messages are only sent to persons who opt into and consent to receiving messages, or instances in which consent is provided by you to us through an intermediary. Message frequency will vary depending on the program(s) you have opted into and how often you interact with or use each program, either directly or through an intermediary. Message and data rates may apply. Additional opt-out information for each program is listed here: for Customer Support messages, text STOP to 866-807-3828; for other promotional messages, text STOP to (US) 646-846-7336 or (Canada) 343-700-4381. If you have opted into more than one program, an opt out of one program will not opt you out of all such programs. 

 

Payments and Sales Tax

We sell our services and the Products to you at a percentage of MSRP. You can sell Products through the Platform within the allowable range of your available MSRP discount. Fullscript will collect its fee when you complete the sale to your Patient. You agree to abide by all applicable Laws and professional ethical guidelines for the Products you sell and when setting the Product sale price, including any disclosure obligations. Applicable sales taxes, shipping fees, and Payment Processor fees are added to your Product sales. Payments and distributions are processed by the Payment Processor. Proceeds from your sales are distributed to your designated bank account at the cadence set by you. You are the vendor/retailer/seller of record with respect to the sale of Products through your dispensary, and you are responsible for all transactions with Patients. 

 

Fullscript maintains responsibility for the collection and remittance of retail sales taxes for Products sold through the Platform. You agree to submit to Fullscript, at our request, any required documentation, such as re-seller statements, to comply with the applicable Laws regarding waiver of sales tax collection. You remain responsible for any marketplace seller reporting laws and remittance of any non-sales taxes including, but not limited to, business and occupation taxes, income tax, etc.

 

Practitioners are responsible for Products sold to their Patients. Fullscript reserves the right to change its fees at any time.

 

 

Order Processing

The Products available through your dispensary to Patient Accounts are invitations to make offers to purchase Products and are not offers to sell. A properly completed and submitted order request constitutes such an offer to purchase the Products referenced in the order. An order is deemed to be accepted only if the Patient Account that places the order receives a confirmation on the Platform, or to such Patient Account’s email address, indicating that the order and payment has been processed. Fullscript reserves the right to refuse all or part of any order request through your dispensary, and to limit quantities of Products available for sale through your dispensary, as well as the right at any time to reject, correct, cancel, or terminate any order request through your dispensary for any reason whatsoever.

 

The prices for Products available through your dispensary to Patient Accounts are set out on the Platform (including MSRP and any discounts set by you), and all other applicable amounts, charges, and taxes are indicated when a Patient Account makes a purchase. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the credit card information on file for the Patient Account placing the order. 

 

Unless otherwise stated, all fees are quoted in Canadian Dollars for Accounts in Canada and United States Dollars for Accounts in the United States. Receipts for purchased Products will be delivered to the Patient or Practitioner, as applicable, via the Platform or the email address associated with the applicable user’s Account.

 

Patient Accounts are responsible for all shipping costs. Title and risk of loss transfer to the Practitioner upon delivery to the shipping carrier prior to passing to the ordering Patient Account. Any shipping times shown on the Platform are estimates only; actual delivery dates may vary. Additional policies covering shipping and returns are available on the Platform. Returns are processed on your behalf by Fullscript and will be deducted from your account.

 

Nature of Financial Accounts

The money held by us and/or the Payment Processor, prior to distribution to you, is not a deposit insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation, or any other entity. Fullscript is not licensed as a bank or other financial institution. You agree and acknowledge that Fullscript is not required to open a separate account for your funds and may commingle funds to which you may be entitled in accounts with other funds. Fullscript shall attribute portions of commingled funds to you based on the records of transactions which Fullscript controls.

Fullscript may place a hold on funds as a matter of routine or in circumstances where it believes there is a high risk of chargebacks or of fraud, money laundering, or other unlawful activity. We may charge fees relating to the payment of funds (such as money order or wire transfer fees), which we will post on Platform and/or notify you of by email. 

Practitioners are responsible for chargebacks by Patients Accounts on purchases through your dispensary. While we may try to contest and recover Patient Account chargebacks on your behalf, we make no guarantee that any amounts will be recovered.

 

 

Wholesale Purchases – United States Only

Practitioners located in the United States may purchase Wholesale Products. The Wholesale price applicable to the Product will be quoted at the time of adding a Product to your cart; unless otherwise stated, all prices, charges, and taxes are quoted in USD. Fullscript will collect payment for your purchase of Wholesale Products, including shipping and handling, upon order request acceptance and processing. Wholesale purchases from Fullscript may be subject to sales and use tax unless an exemption is applied to the Product or a valid exemption certificate is provided and approved before an order is placed. Fullscript will not charge or collect tax for any Wholesale orders by you if you produce a valid resale certificate that matches your ship-to state and such resale certificate is approved by Fullscript before the order is placed.

 

In order to make Wholesale Product purchases, you must abide by the applicable Supplier’s MAP policies as set out and available on our Platform.

 

 

Our Intellectual Property Rights

The Platform, including the underlying software and technology, contain copyrighted material, trademarks (including but not limited to the Fullscript® trademark), service marks, trade dress, logos, and other registered and unregistered proprietary content, including but not limited to, text, software, technology, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”) that is the property of Fullscript and its affiliates and licensors, and the entire selection, coordination, arrangement and “look and feel” of the Platform and the Content are copyrighted as a collective work of Fullscript under copyright laws.

 

Fullscript’s Content is important because it distinguishes Fullscript from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Platform, including any Practitioner dispensaries hosted by Fullscript, without receiving our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of Fullscript, its Suppliers or licensors. No Content or Product names may be used as part of a URL, secondary level domain name, metatag, key word, or file name or used in any advertising (including but not limited to Google Ads, Facebook Ads, etc.)

 

Neither these Terms nor your use of the Platform transfer any right, title, or interest in the Platform, Content, or Fullscript Intellectual Property Rights to you. We and our third-party licensors retain all of our and their respective right, title, and interest to the Platform, Content, and Intellectual Property Rights. Any rights not expressly granted herein are reserved. We may revoke our consent for your use of our Content, or any other permission granted to you under these Terms, at any time and in our sole discretion. You agree that if we so request, you must take immediate action to remove any usage of our Content that you may have engaged in, even if it would cause a loss to you.

 

 

Your Copyright

Fullscript permits Practitioners to upload custom logos and make other modifications to your dispensary provided by Fullscript and created by you through the Platform, and Fullscript permits Students to update the landing page provided with their Student Account. Fullscript must be assured that it has the right to use the content that is posted to its Platform by its users. Such content may include, but is not limited to, photographs, videos, text, audio, and other materials. Whenever submitting content to the Platform, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sub-licensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to the Platform. You warrant to us that you have the right to grant us these rights to such content, and you agree to indemnify, defend, and hold us harmless for any losses, damages, expenses, liabilities, and costs (including, without limitation reasonable attorneys’ fees and costs) resulting from a breach of this warranty pursuant to the Section entitled “Indemnity and Limitation of Liability” below.

 

In addition to the general license above, you agree that, notwithstanding any intellectual property legislation to the contrary, any arrangement of catalog items or other data provided by Fullscript in relation to a dispensary or landing page that we host for you in your capacity as a Practitioner or Student shall not attract any copyright or other intellectual property protections, and does not preclude Fullscript or its other users from arranging the same data in a same or similar manner. You agree that the conditions under this Section are necessary in order to prevent intellectual property disputes among many users and/or Fullscript over the arrangement of data which is available for all users to use.

 

 

Copyright & Trademark Infringement

We take copyright and trademark infringement very seriously. If you believe that another user has infringed on your intellectual property rights in the U.S., notify us immediately by sending full details to legal@fullscript.com. Please provide the following information when notifying us of the alleged copyright or trademark infringement:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright/trademark interest that is claimed to have been infringed;
2. identification of the copyrighted work/trademark alleged to have been infringed;
3. a description of the material that is claimed to be infringing and information sufficient to locate the material on the Platform;
4. information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
5. a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law; and
6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright/trademark owner’s behalf.

 

If we in good faith believe any material infringes a copyright or otherwise violates any Intellectual Property Rights, we will remove or disable access to such material.

 

If you believe that a Practitioner or other user has infringed your Canadian copyright or trademark, please notify us immediately by sending full details to legal@fullscript.com with the following information:

1. the claimant’s name and address;
2. the copyright material/trademark that is alleged to have been infringed and the claimant’s interest or right with respect to that material;
3. the location data (e.g. the web address or Internet address associated with the alleged infringement);
4. the infringement that is alleged; and
5. the date and time of the alleged infringement.

We will forward notices that comply with the above to the user.

 

Please be advised that false reports of infringement are defamatory and actionable, and a user affected by such false reports may seek an award of damages from you if such a report is made.

 

 

Libel and Slander

Defamation is prohibited by these Terms, and we request that you notify us at legal@fullscript.com if you believe any content on the Platform is defamatory. If in Canada, if you intend to file a claim against us for libel, you must mitigate any of the alleged damages by serving us with a Notice of Libel Action within six weeks of the date on which the alleged libel occurred, pursuant to Ontario’s Libel and Slander Act, R.S.O. 1990, c. L.12, s. 5 (1). If in the U.S., you agree to bring an action for libel in the state and federal courts located in Wilmington, Delaware within one (1) year from the date the allegedly libelous act occurred or be deemed forever waived.

 

Please address such notices to us at:

Canada

Fullscript

360 Albert Street, 2nd Floor

Ottawa, Ontario, K1R 7X7

 

United States

Fullscript

1750 Elm Street, Floor 12

Manchester, NH 03104

 

Third Party Applications and Resources.

The Platform provide, and third parties may provide, links to third-party applications and websites products, devices, items, services, and other materials (collectively, “resources”), including resources that are framed within the Platform. We provide links to third party-owned resources as a convenience to users. Third-party resources are not under our control, and you acknowledge and agree that we are not responsible for the availability of such resources, and that we do not endorse, sponsor, recommend, and are not responsible or liable for any third party resources or other content, products, services, or materials on or available from such resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party resources; your use of any third-party resources and any interactions with third parties, including payment and delivery of resources, any other terms, conditions, warranties, or representations associated with such use or interaction, are solely between you and such third parties. If you visit third-party resources, we encourage you to consult the privacy policy and the terms and conditions of each such resource that you visit; your relationship with such third party is independent and subject to such party’s privacy policy and terms and conditions and you access these resources at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

 

We may offer you the ability to connect your Account with third-party resources, such as EHRs. You understand and acknowledge that by connecting your Account, we and the third party may share information between your accounts, and you are responsible for notifying us of any restrictions on data sharing and for instructing the third-party resources on any limitations on information provided to it by us. We accept no responsibility for information transmitted to the third-party resource and outside of our control.

Disclaimer of All Warranties

ALL PRODUCTS AND SERVICES ARE PROVIDED BY FULLSCRIPT “AS IS,” AND WE HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION, OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FULLSCRIPT MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, PLATFORM, CONTENT, AND SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS,

NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE PLATFORM OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING, HARMFUL, OR DESTRUCTIVE PROPERTIES.

 

 

Indemnity and Limitation of Liability

You hereby agree, individually and for any third party on behalf of which you are acting, to defend, indemnify, and hold Fullscript, along with its affiliates, subsidiaries, successors, partners, Suppliers, licensors and third-party providers, and the directors, officers, members, managers, agents, and employees of each of them (collectively, the “Protected Parties”), harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by Fullscript or a third party arising from or related to Fullscript’s provision of Services to you or on your behalf (or anyone acting under your account or password), including but not limited to any breach of a representation or warranty of these Terms or use of our Platform or Services. You agree that this duty to defend extends to requiring you to pay for our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.

 

IN NO EVENT SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST INCOME OR PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT FULLSCRIPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS EXCEED THE AGGREGATE AMOUNT OF YOUR SERVICE FEES THROUGH FULLSCRIPT DURING THE THREE (3) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.

 

NONE OF THE PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE, OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, AND/OR DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICES OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICES AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR (OR YOUR PATIENTS’) ACCESS TO OR YOUR (OR YOUR PATIENTS’) INABILITY TO ACCESS THE SERVICES, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

 

You agree that the Protected Parties are not responsible in any way for damages caused by third parties who may use our Services or who provide Products or Services through the Platform, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you. Further, you agree that the Protected Parties are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any actions taken by a Payment Processor to place a hold on your funds, any failure by a Payment Processor to direct payments to the correct destination, or with respect to shipping or delivery, or any disruptions, scheduled or unscheduled, intentional or unintentional, of our Platform which may prevent access temporarily or permanently. We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.

 

For jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by Law. Specifically, we do not disclaim liability which is not lawful to exclude, either now or in the future.

 

The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.

 

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THESE TERMS, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

 

 

Data Privacy & Security

Our privacy and security practices are governed by these Terms, our Privacy Statement, US State Privacy Notice, and Consumer Health Data Privacy Notice, and covers only those activities that are subject to all applicable provisions of Canadian and U.S. federal, provincial, and state privacy laws. Fullscript’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate. The Platform and Services are intended for use by users in the U.S. and Canada, and Products purchased through the Platform will only be shipped to U.S. and Canadian addresses; if you use the Platform from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.

 

If you provide us with a third party’s contact information in connection with the Services, you represent that you have permission for us to contact such third party (including by email, telephone, or text message) using any of the contact information provided, including for marketing purposes.

 

Fullscript will sign business associate agreements (BAAs) with Practitioners, where applicable, and who require them in order to comply with the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH).

 

 

Additional Mobile Application Terms

You may be charged by your mobile service provider for downloading and/or accessing the Platform on your phone or other mobile device. These charges may include data roaming charges if you do this outside your home territory. All these charges are solely your responsibility. If you do not pay the bills for your device then we assume that you have the permission from the person or entity that does before incurring any of these charges. Additional terms and conditions may apply to you based on the mobile device the Platform is installed on.

 

iOS – Apple. These Terms are an agreement between you and us, and not with Apple. Apple is not responsible for the Platform and the content thereof. You acknowledge that you have reviewed and agree to the App Store Terms and Conditions (available at https://www.apple.com/legal/internet-services/itunes/ww/), including the Usage Rules set forth therein. These Terms incorporate by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple (available at https://www.apple.com/legal/macapps/dev/stdeula/). Our mobile application-based services are considered the “Licensed Application” as defined in the LAEULA and we are considered the “Application Provider” as defined in the LAEULA. If any of the Terms herein conflict with the terms of the LAEULA, these Terms shall control.

 

Touch ID/Face ID/Camera. We may offer the option for you to log into the Platform using Touch ID or Face ID, and to use your device’s camera for certain Services. If you have enabled Touch ID, Face ID, or camera access on your device, you can turn it on or off when prompted or through Account settings. You can also disable Touch ID, Face ID, or camera access at any time through your device’s settings. We do not have access to your device’s Touch ID, Face ID, or camera access data.

 

Submissions and Beta Testing

You may submit questions, comments, feedback, suggestions, ideas, improvements, plans, original or creative materials, or other information about the Platform either through our websites or mobile applications or otherwise. The content you submit is voluntary, non-confidential, gratuitous, and non-committal. By submitting such content, you grant us and our designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license, or sub-license the content, and we shall be entitled to the unrestricted use and dissemination of the content for any purpose, commercial or otherwise.

 

We may offer certain functionality or Services as closed or open beta tests for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of beta testing. We will be the sole judge of the success of such testing and the decision, if any, to offer the Platform functionality or Services generally. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta testing with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the beta testing for any reason.

 

 

Minimum System Requirements

You are responsible for obtaining access to the internet and the equipment necessary to use the Platform and Services. The Platform will only work on compatible devices and operating systems, and certain functionality will only work if your device is connected to the internet. Some features may also only be available with certain operating systems. Mobile applications may not contain the same functionality available on the Platform.

 

 

Sweepstakes, Contests, Promotions, and Coupon Codes

Any sweepstakes, contests, or other promotions that may be offered to you or to your Patients on your behalf via the Platform may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the promotion, use of user Content, and disclosures about how entrant personal information may be used. It is the entrant’s responsibility to read these rules to determine whether or not they want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the promotion. By participating in a promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor.

 

Coupons and promotional codes provided to you, or provided to your Patients on your behalf, are for individual use only. You and your Patients may not transfer, reproduce, trade, offer for sale, publish, or otherwise share coupons and promotional codes unless the terms of the coupon or promotional code expressly allow. We reserve the right to cancel orders when we have reason to believe that any coupon or promotional code is being used by someone other than the intended recipient, or in the case of suspected abuse, misuse, or fraud. We reserve the right to terminate a coupon or promotional code offering at any time and/or set expiration dates for such offers at any time and in our sole discretion. Coupon codes and promotional codes are not valid on prior purchases.

 

 

Choice of Law and Forum of Dispute

If you are in Canada: you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be governed and constructed in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably and unconditionally waive any objection to venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any court that any action or proceeding brought in such court has been brought in an inconvenient forum.

 

If you are in the U.S.: you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. You hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of these Terms.

 

Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of Payment Processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control. In the case of inclement weather or other events beyond our control that interfere with our ability to deliver orders, we will attempt to deliver orders as soon as reasonably possible.

 

Severability

If any part of these Terms is ruled to be unlawful, void, or for any reason unenforceable, then such part shall be deemed severable from these Terms, and shall be eliminated or limited to the minimum extent necessary. The remainder of these Terms, including any revised portion, shall remain and be in full force and effect.

 

Non-Waiver

Fullscript reserves all rights afforded to us under these Terms as well as under the provisions of any applicable Laws. Our failure to insist upon or enforce strict performance of any particular provision of these Terms or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future. Neither our course of conduct nor our trade practices will act to modify these Terms.

 

Account Termination and Cancellation

We may terminate your Account, access to the Platform, or our Services to you at our discretion at any time and for any reason, without explanation or prior notice, though we may in our sole discretion provide notice and/or explanation. In you have ordered Product from us directly, our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of these Terms, in which case you agree that we reserve the right offset our reasonable assessment of potential damages attributed to your breach against any sums owed to you.

 

Under no circumstances, including termination or cancellation of your Account or our Services to you, will we be liable for any losses related to actions of other users. You agree that if your use of the Platform or Services is terminated, you will not attempt to use the Platform or Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold harmless the Restricted Parties from any and all liability that any such we may incur with respect thereto.

 

 

California Users

Pursuant to California Civil Code Section 1789.3, California Users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

 

 

Third Party Payment Service Provider

In both Canada and the United States, Fullscript uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through Fullscript, you agree to be bound by the then-current and applicable Payment Processor terms and conditions and privacy policy. The applicable policy may be found at the following link: for Canada—https://stripe.com/ca/terms; and for the U.S. —https://stripe.com/terms.

 

You hereby consent to and authorize us to delegate the authorizations and share the information you provide to us with the Payment Processor to the extent required to provide the Services to you.

 

 

Assignments

You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent, and any such attempt will be null and void. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

 

No Margin Accounts

Practitioners are not required to establish Practitioner Seller Accounts and may use Fullscript only to recommend Products to Patients for purchase from Fullscript. If you do not establish a Practitioner Seller Account, the Terms still apply to you with the exception of the Payments And Sales Tax section. You do not have any say over the sale price of any Products, you will not be the vendor/retailer/seller of record with respect to the sale of products through the Platform, and sales tax exemptions/resale exemptions are not available for your dispensary.

Students who register and set up a Fullscript Student Account may use Fullscript to recommend selected Products from the catalog to their friends and family for purchase from Fullscript. Friends and family who set up accounts will be considered “Patients” for the purposes of these Terms and will be subject to the terms and conditions of the Fullscript Patient Terms of Service. A Student Account will be valid for the duration of the accredited educational program. Students may have the option to convert their Student Account to a Practitioner Account upon proof of graduation or proof of applicable professional certification acceptable to Fullscript. Sales tax exemptions/resale exemptions are not available on these accounts. You must not make any recommendations to anyone other than your family members and friends, and you are not permitted to recommend or sell any Products to anyone other than family members and friends.

 

Updates to These Terms

We may update the terms of these Terms from time to time. If we modify our Terms, we will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions. By continuing to use our Platform after such revisions are in effect, you accept and agree to the revisions and to abide by them.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Platform it is intended to be an electronic signature which binds you as if you had signed on paper. 

The Terms were revised and posted as of May 1, 2024 (v. 3.2)