Terms of Use

Rxduced Terms of Use

Last Updated: October 27, 2020

These Terms of Use (collectively, the “Agreement”) form a legally binding agreement between you (sometimes referred to as “you” or “your”) and Keylife Resources LLC (f/n/a Keylife Resources, LLC) (collectively referred to as “Keylife” “us”, “our”, or “we”) (You and Keylife collectively referred to as the “Parties”).

We make the Rxduced™ mobile application (“App”) and related online services (together with any Updates, as defined below, the “Service”) available for your use subject to the terms and conditions in this Agreement.

By using the SERVICE, you agree to be bound by the terms and conditions of this Agreement. DO NOT USE THE SERVICE IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT.

IMPORTANT NOTICE: YOUR USE OF THE SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 9, REQUIRING ALL CLAIMS TO BE RESOLVED VIA BINDING ARBITRATION.

1. Revisions to this Agreement
We may revise and update this Agreement from time to time and will post the updated Agreement to the Service. Unless otherwise stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon posting. Your continued use of this Service will constitute your agreement to any new provisions within the revised Agreement.

2. Your License to Use the Service
A. Ownership. All content prepared, posted or displayed by Keylife and the Service design, layout, look, appearance, graphics and user interace on the Service, as well as the trademarks, service marks, logos, slogans and any other source-identifying marks contained or displayed on the Service (“Keylife Content”) are owned by or licensed to Keylife and are subject to copyright, trademark, and other intellectual property rights under United States and foreign laws and international conventions. Keylife and its licensors reserve all rights not expressly granted in, and to, the Service and the Keylife Content.

B. License. Except as otherwise provided in this Agreement, no part of the Service and no Keylife Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use, without our prior express written consent. On the condition that you comply with all your obligations under this Agreement, Keylife grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Service. Any use of the Service in excess of this license is strictly prohibited and constitutes a breach of this Agreement, which may result in the termination of your right to access and use the Service. Your access to the Service is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide on the Service without notice.

C. Restrictions on Your Use of the Service

You agree that when using the Service, you will not:

i. Delete, modify, or attempt to change or alter any of the Keylife Content or notices on the Service;

ii. Introduce into the Service or Keylife’s servers any virus, rogue program, time bomb, drop dead device, ransomware, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Service or to otherwise harm other users, Keylife Content, or any third parties, or perform any such actions;

iii. Use the Service to commit fraud, impersonate another person, or conduct other unlawful activities;

iv. Copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Service is based;

v. Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason;

vi. Use any Keylife Content made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;

vii. Submit any content or communications through or relating to the Service that violates any rights of a third party, including copyright, trademark, patent, rights of publicity, or other proprietary right of any party;

viii. Submit any content or communications through the Service that is unlawful, harmful, hateful, threatening, abusive, violent, profane, discriminatory, prejudicial, disparaging, fraudulent, inaccurate, misleading, dangerous, offensive, indecent, harassing, threatening, intimidating, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable; or

ix. Use the information in the Service to create or sell a similar service.

Keylife may suspend or terminate, in whole or in part, your access to the Service if you violate the terms and conditions set forth in this Section.

3. Updates. Keylife may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Keylife has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Where applicable, you shall promptly download and install all Updates and acknowledge and agree that the Service or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of this Agreement.

 

4. Your Privacy
Our Privacy Policy describes how we collect and use personal information about you collected through the Service.

5. Your Content and Suggestions
The Service may include features that involve information that you upload, submit, or send through the Service (“Your Content”). This section provides the terms and conditions governing your use of such features and the rights to Your Content as between the Parties. This Section does not limit any of your rights to Your Content under applicable privacy laws or as separately provided under the Privacy Policy.

A. License to Your Content. By submitting Your Content to the Service, you grant Keylife, our subcontractors, and our licensors, a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Your Content. You represent and warrant that you have the necessary rights to Your Content, including the right to assign or grant a license to your rights in this Agreement.

B. Your Responsibility for Your Content. Your Content is your sole responsibility. Under no circumstances will we be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. We further reserve the right to monitor, delete or modify any of Your Content in our sole discretion.

C. Your Suggestions. We welcome your comments regarding the Service and Keylife Content. In addition to the license you grant to us for Your Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials (collectively, “Suggestions”) to us, our subcontractors, and our licensors in connection with or related to the Service and Keylife’s products and services (including any related technology), whether you send such in Suggestions to us through the Service or through a separate communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on, Suggestions in any manner.

6. Electronic Communications
If you create an account with the Service and provide a mobile phone number, you agree that we may send you informational text (SMS) messages, including through the use of automated dialer technology. You may not opt out of receiving certain text messages necessary for the operation of the Service (including verifying your contact information); however, to the extent that we send any advertising messages, you may opt out of receiving such messages from at any time by texting the word STOP in reply to the text message received or following other instructions provided. You acknowledge that granting us permission to contact you is not a condition for purchasing any property, goods, or services. Message and data rates may apply. If you do not wish to continue receiving such messages, you agree to reply STOP to any mobile message from us in order to opt out. You may receive an additional message confirming your decision to opt out.

7. Disclaimer of Warranties
A. General Disclaimers. THE SERVICE IS PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (i) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICE; (ii) ANY ADVICE YOU GLEAN FROM THE SERVICE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICE. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION OR CONTENT.

B. No Medical Advice. Information provided or derived from the Service is not intended, or to be construed, as medical advice, diagnosis, or treatment. The Service is not a substitute for consultations with qualified healthcare professionals who are familiar with individual medical needs.

C. Pricing and Coupons. The pricing information Service is for informational purposes only and is subject to change at any time without notice. We cannot guarantee the accuracy of such information and recommend checking with the pharmacy directly to confirm the prices presented on the Service before making any final purchasing decision. If you use a coupon obtained through the Service, it is your responsibility to confirm any conditions or restrictions on your use of the coupon. We are not responsible for your use of the coupon, including whether the coupon is accepted and any impact on your eligibility for additional discounts or financial assistance – whether privately provided or through state and federal programs.

D. Effect of State Laws. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THESE TERMS OF USE SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM THE DATE OF ACCESS.

8. Limitation of Liability
KEYLIFE AND ITS AGENTS OR SUBCONTRACTORS, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, SUBCONTRACTORS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, ASSIGNEES, AND SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE “KEYLIFE PARTIES”), WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS OR CAUSES OF ACTION, OR DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICE OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICE AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF KEYLIFE.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE WILL BE TO STOP USING THE SERVICE.

IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF ANY OR ALL OF THE KEYLIFE PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR UNDER ANY THEORY, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ($1000.00 USD) OR YOUR DIRECT PROVABLE DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT BE APPLICABLE TO YOU, AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF OUR NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

 

IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO THE 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 ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST KEYLIFE.

9. Indemnification
To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend the Keylife Parties from and against any and all claims (including liabilities, damages, losses, costs, expenses, and reasonable attorneys’ fees): (a) alleging injury, damage, or loss resulting from your use of the Service; (b) alleging that Your Content infringes a copyright, patent, or trademark, or misappropriates a trade secret of a third party; (c) relating to any act or omission by you which is a breach of your obligations under this Agreement or applicable law; or (d) otherwise relating to your use of the Service.

You will have the right to defend and compromise such claim at your expense for the benefit of the Keylife Parties; provided, however, you will not have the right to obligate the Keylife Parties in any respect in connection with any such settlement without the prior written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend or if Keylife elects to defend such claims itself, the Keylife Parties may do so to protect their interests and you will reimburse all costs incurred by the Keylife Parties in connection with such defense.

10. Dispute Resolution
A. Choice of Law. The validity, construction, and effect of this Agreement will be governed by the laws of the U.S. State of Florida, without giving effect to any principles of conflicts of laws.

 

B. Arbitration Procedure. Except for any claims for which injunctive relief is available, all disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement), our operation of the Service, or a purchase made through the Service shall be resolved by final and binding arbitration to be held in the English language in the county of your residence or another mutually agreed upon location pursuant to the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of these sub-sections 10(B)-(D) of this Agreement.

 

C. Waiver of Class Actions; Jury Trials. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

 

D. Injunctive Relief. Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

11. Export Regulation
The Service may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the application to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service available outside the U.S.

12. Additional Terms Applicable to iOS Devices
The following terms only apply if you install, access, or use the App on any device that contains the iOS mobile operating system developed by Apple Inc. (“Apple”). If you use the App on an Apple-manufactured device, and if there is any conflict between the terms in this Section and other terms in this Agreement, the terms in this Section will control.

A. Acknowledgement. You acknowledge that this Agreement is concluded solely between the Parties, and not with Apple. Keylife, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App (the “Usage Rules”), and in the event of any conflict, the Usage Rules shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.

B. Scope of License. The license granted to you is limited to a non-transferable license to use the App on any Apple-branded products that you own or control as permitted by the Usage Rules.

C. Maintenance and Support. You and Keylife acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

D. Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The Parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Keylife. However, you understand and agree that in accordance with this Agreement, Keylife has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.

E. Product Claims. You and Keylife acknowledge that as between Apple and Keylife, Keylife, not Apple, is responsible for addressing any claims you may have, as limited by this Agreement, or claims of any third party relating to the App or your possession and/or use of the App, subject to Keylife’s indemnification rights, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.

F. Intellectual Property Rights. The Parties acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe that third party’s intellectual property rights, Keylife, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required under this Agreement.

G. Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

H. Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the App.

I. Third-Party Beneficiary. The Parties acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

13. Miscellaneous Terms
A. Complete Agreement. This Agreement constitutes the entire agreement between you and Keylife relating to your use of, and access to, this Service and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 1 of this Agreement.

B. Severability. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.

C. Headings. Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement.

D. No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.

E. No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.

F. Notices. You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 14, below. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing Keylife with up-to-date contact information, which you may do by updating your account information through the Service or by sending a message to us. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.

14. Contact Us
If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail info@rxduced.com.