OrthoPacks Patient Account Terms and Conditions
Effective Date: August 22, 2025
Welcome to the Ortho Molecular Products OrthoPacks Platform. These OrthoPacks Patient Account Terms and Conditions (“Terms”) are entered into by and between Ortho Molecular Products, Inc., a Wisconsin corporation (“Ortho,” “we,” “us,” or “our”), and the individual accessing or using the Platform or purchasing Products for personal use (“you,” or “your”).
Other terms also apply to your use of the Platform, and they are incorporated herein by this reference. These include our Privacy Policy and other terms which may apply to sales promotions, contests, or other features which may be available on the Platform from time to time.
1. Scope
These Terms govern your access to and use of the Ortho Molecular Products OrthoPacks e-commerce platform (the “Platform”).
BY CLICKING TO ACCEPT THIS AGREEMENT, ACCESSING OR USING THE PLATFORM, OR BY PLACING ANY ORDER FOR PRODUCTS WITH ORTHO THROUGH ANY METHOD, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY; (II) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ORTHO; (III) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON (SUCH AS A MINOR CHILD), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT PERSON TO THESE TERMS; AND (IV) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. EACH SUCH ACTION CONSTITUTES YOUR ELECTRONIC SIGNATURE AND HAS THE SAME LEGAL FORCE AND EFFECT AS A HANDWRITTEN SIGNATURE.¹ IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM OR PLACE ORDERS FOR PRODUCTS.
These Terms expressly incorporate by reference all policies, guidelines, and other terms and conditions (collectively, “Policies”) posted at or accessible via the Platform, as they may be updated from time to time. You acknowledge that these Policies are an integral part of these Terms and agree to be bound by them. You further acknowledge that it is your responsibility to review these Policies periodically to be aware of any updates. In the event of a conflict between these Terms and any other policy, agreement or document, the terms of these Terms shall prevail with respect to your use of the Platform.
Ortho reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms at any time by providing notice to you. Your continued use of the Platform following such notice will mean you accept and agree to the changes.
2. Definitions
“Authorized Resale Policy” means the then-current Ortho Molecular Products, Inc. Authorized Resale Policy for the United States, which is available at care.orthomolecularproducts.com/authorized-resale-policy and which may be amended by Ortho from time to time.
“Confidential Information” includes, without limitation, all of Ortho’s non-public business information, trade secrets, product formulations, ingredient combinations, manufacturing methods (“Proprietary Formulations”), marketing strategies, pricing information, and the terms of these Terms.
“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks, service marks, trade names, logos, and other similar designations of source (“Trademarks”); (c) internet domain names, web addresses, and URLs; (d) works of authorship, expressions, and designs, whether or not copyrightable, including copyrights, software, code, data, databases, and other specifications and documentation; (e) trade secrets; and (f) all other equivalent legal rights and protections, whether registered or unregistered, and including all registrations, applications, renewals, or extensions thereof.
“Law” means any federal, state, local or foreign law, statute, code, ordinance, regulation, rule, constitution, treaty, common law, or any rule, order, policy, or regulation of any governmental authority.
“Patient Account” means a unique account on the Platform created by you for the purpose of purchasing Products.
“Payment Processor” means a third-party company that processes payments initiated through the Platform.
“Practitioner” means the licensed healthcare practitioner who has an established practitioner-patient relationship with you and recommends Products to you via the Platform.
“Products” means those items manufactured by or for Ortho and made available for sale through the Platform.
3. Your Account and Conduct
Account Security. You are responsible for maintaining the confidentiality of your account information and password and for all activity that occurs under your account. You shall not use the account or password of any other individual at any time without the express permission and consent of that person. Ortho shall be entitled to 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 online, by email or by phone, or through a third-party service, if any, through which you access the Platform. You agree to notify Ortho immediately of any unauthorized use of your account. Ortho is not liable for any loss or damage arising from your failure to comply with these obligations.
Platform Use and User Conduct. You shall adhere to the specific prohibitions set forth below.
A. General Conduct and Prohibitions. You shall not (i) engage in any unfair, illegal, fraudulent, malicious, negligent, competitive, misleading, or deceptive practices, including product disparagement or “bait-and-switch” practices; (ii) market, promote, advertise, or resell any Products to any third party, as Products are for your personal consumption only; (iii) submit any claims for reimbursement for Products to any third-party payor, including any federal, state, or commercial insurance program or provider, or count the amount paid toward an insurance deductible or out-of-pocket spending requirement; (iv) engage in any conduct that interferes with other users’ use of the Platform, including, without limitation, spamming, harassment, or otherwise using abusive tactics; (v) engage in any conduct that may bring Ortho into disrepute or endanger the business or safety of Ortho or any third party; (vi) 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; or (vii) create a false identity or duplicative accounts for the purpose of misleading others.
B. Product and Use. You shall not (i) purchase Products in quantities or unit volumes inappropriate for your individual use or for any purpose other than your own personal consumption (for the avoidance of doubt, purchasing Products on behalf of any third party for the purpose of resale or commercial redistribution is a violation of these Terms and Ortho’s Authorized Resale Policy); (ii) make any representations, warranties, guarantees, indemnities, or similar claims regarding the Products that are not explicitly stated on the Product’s label or in official Ortho documentation, or that are inconsistent therewith; (iii) make any claims regarding the use of Products that do not appear on the applicable Product’s label, including any claims that Products treat specific diseases or conditions; (iv) change, remove, add to, cover, or replace all or part of any Product’s label; or (v) provide false personal information or impersonate any other person.
C. Digital Conduct. You shall not (i) use the Platform for any unlawful, fraudulent, or malicious purpose, to violate the rights of any third party, or to compromise its integrity, including by introducing viruses, worms, Trojan horses, or any other contaminating or destructive code, or through malware, hacking, cracking, phishing, or SQL injecting; (ii) 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 data mining information from the Platform or other Ortho websites, including probing, scanning, or testing the vulnerability of the Platform; (iii) use any Ortho Trademark or copyrighted material in any content, medium, or communication to state or imply any partnership, endorsement, or affiliation or to otherwise create a false or misleading association with Ortho; (iv) use any Ortho Trademark in any pay-per-click advertising, search engine marketing, or any other form of online or offline advertising, or bid on or purchase any keyword that is an Ortho Trademark or any confusingly similar term, or use any Ortho Trademark in any online ad text, metatag, or search engine-optimized text; (v) use any Ortho Trademark in any part of a domain name, subdomain, social media account name, or other online identifier; (vi) use any framing, mirroring, or similar techniques to enclose or redisplay any part of the Platform or Ortho’s other websites; (vii) decompile, reverse engineer, create derivative works from, or otherwise exploit any content or information from the Platform without our express written permission; or (viii) fail to use commercially reasonable efforts to both prevent any online content associated with or to you from appearing in response to user searches for Ortho Trademarks and promptly remove or retract any content inconsistent with the prohibitions set forth in this Section.
Use for Minor Children. The Platform is not intended for direct use by individuals under the age of 18. If you use the Platform to manage and purchase Products for the benefit of a minor child, you represent and warrant that you are the minor’s parent or legal guardian and have the legal authority to create and manage an account on their behalf. You are solely responsible for compliance with all Laws pertaining to the privacy and treatment of minors. You agree to indemnify and hold Ortho harmless from any and all Losses arising from your failure to comply with this provision.
Communications. By creating a Patient Account, you consent to receive electronic communications from us (e.g., via email, SMS, or push notifications). These communications may include notices about your account (e.g., password changes, order confirmations, and refill reminders) and are part of your relationship with us. We may also send you promotional communications. You may opt out of promotional communications by following the unsubscribe instructions in those messages or by changing your account settings, but you may not opt out of transactional communications essential to your account.
4. Terms of Purchase and Payment
Orders and Payment. A properly completed and submitted order constitutes an offer to purchase the Products referenced in the order. An order is deemed accepted only upon your receipt of a purchase confirmation from Ortho indicating the order has been processed. Ortho reserves the right to refuse, limit, or cancel any order for any reason. All prices are set out on the Platform, and all amounts are quoted in U.S. Dollars. All applicable charges, including shipping and taxes, will be indicated at the time of your order. All invoiced amounts are due upon receipt and are processed immediately upon purchase confirmation using the payment method on file. By placing an order, you authorize your payment information to be provided to the Payment Processor to execute the payment.
Shipping, Title, and Risk of Loss. Ortho ships Products directly to you. As between Ortho and you, title and risk of loss for the Products pass to you when Ortho delivers the Products to the shipping carrier for shipment to the address associated with the Patient Account. All shipping times are estimates and not guarantees.
Taxes. You acknowledge and agree that where Ortho is required by Law to act as a marketplace facilitator, Ortho will calculate, collect, and remit the applicable sales and use taxes directly to the appropriate governmental authorities on your purchases. You are solely responsible for all applicable taxes, including sales, use, and other similar taxes, arising from your purchases of Products through the Platform.
Returns, Refunds, and Credits. All requests for returns, refunds, and credits are governed by Ortho’s return policy, the full terms of which are available at packs.orthomolecularproducts.com/return-policy and are incorporated herein by reference.
5. Intellectual Property
Ownership. You acknowledge that all Intellectual Property Rights in and to the Platform and the Products, including but not limited to, underlying software and technology, text, applications, sound, photographs, images, logos, video, and graphics (collectively, the “Content”), are the sole and exclusive property of Ortho or its licensors. You shall not acquire any ownership interest in any of Ortho’s Intellectual Property Rights under these Terms. Any goodwill derived from your use of Ortho’s Intellectual Property Rights inures to the benefit of Ortho or its licensors, as the case may be. If you acquire any Intellectual Property Rights in or relating to any Product purchased under these Terms (including any rights in any Trademarks, derivative works, or patent improvements relating thereto), by operation of law or otherwise, these rights are deemed and are hereby irrevocably assigned to Ortho or its licensors, as the case may be, without further action by either Party.
Platform License. Ortho grants to you a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Platform and its Content solely for your personal purposes set forth in these Terms, subject at all times to its terms and so long as your account is in good standing.
Your Use of Our Intellectual Property. You shall not challenge any right, title, or interest of Ortho in, or take any action adverse to, Ortho’s ownership of its Intellectual Property Rights; apply for, register, or use any confusingly similar marks; misappropriate any of Ortho’s Trademarks for use as a domain name without prior written consent from Ortho; alter, obscure or remove any of Ortho’s trademarks or trademark or copyright notices or any other proprietary rights notices placed on Products or any marketing materials or other materials that Ortho may provide to you; or engage in any action that tends to disparage, dilute, or reflect negatively on the value of Ortho’s Trademarks.
License to Your Content. You may provide, post, upload, or otherwise submit content or materials to the Platform, including but not limited to text, such as in a product review (“Your Content”). You hereby grant to Ortho and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free, and sublicensable license to use, host, reproduce, prepare derivative works from, display, perform, publish, and distribute Your Content in connection with operating, providing, and promoting the Platform and Ortho’s business. You represent and warrant that you own all rights in and to Your Content, or have obtained all necessary rights and permissions, to grant this license, and that Your Content does not and will not infringe upon the Intellectual Property Rights or other rights of any third party.
Reporting Intellectual Property Infringement. Ortho respects the intellectual property rights of others and requires its users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement or that your trademark rights have been otherwise violated, please provide Ortho’s designated Copyright Agent with the following information in writing: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Ortho to locate the material; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the right or are authorized to act on the owner’s behalf. Ortho’s designated copyright agent for notice of claims of infringement can be reached at [email protected].
6. Confidentiality
You acknowledge that in the course of using the Platform, you will be exposed to Ortho’s Confidential Information. You agree to hold all Confidential Information in strict confidence and shall not use or disclose such information for any purpose other than as permitted by these Terms. You shall protect Ortho’s Confidential Information with at least the same degree of care as you protect your own confidential information, but in no event with less than a commercially reasonable degree of care. This obligation of confidentiality shall survive the termination of these Terms.
You specifically acknowledge and agree that Ortho’s Confidential Information includes its valuable, proprietary, and secret product formulations, ingredient combinations, and manufacturing methods (“Proprietary Formulations”). You agree that you shall not, and shall ensure your agents do not, directly or indirectly, reverse engineer, deconstruct, decompile, or perform any chemical or other analysis of any Product for the purpose of identifying, duplicating, or otherwise misappropriating its Proprietary Formulations.
7. Disclaimers, Liability, and Indemnification
Medical Disclaimer. IF YOU BELIEVE YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR SEEK EMERGENCY MEDICAL ATTENTION IMMEDIATELY. You acknowledge and agree that all information, data, and content provided on the Platform is for informational purposes only and is intended to supplement, not replace, the professional medical judgment, skill, and expertise of your Practitioner. Ortho does not provide medical advice or practice medicine. Accessing the Platform does not create a provider-patient relationship with Ortho. You are exclusively and solely responsible for all healthcare decisions made in consultation with your Practitioner, including the determination of whether a Product is appropriate for you. This responsibility includes, without limitation, the independent clinical assessment of any potential interactions or contraindications arising from the use of multiple dietary supplements, whether or not such products are sold through the Platform. You acknowledge that health statements made about Products have not been evaluated by the U.S. Food and Drug Administration and the Products are not intended to diagnose, treat, cure, or prevent any disease.
WARRANTY DISCLAIMER. THE PLATFORM AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORTHO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ORTHO DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ORTHO EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORTHO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “ORTHO PARTIES”) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA, OR DIMINUTION IN VALUE OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER OR NOT ORTHO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ORTHO PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED THROUGH THE PLATFORM THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH HEREIN APPLY TO ALL CLAIMS AGAINST ORTHO, AND ORTHO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, OR CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THE PROFESSIONAL SERVICES, ADVICE, OR JUDGMENT PROVIDED BY YOUR PRACTITIONER TO ANY ONE.
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IN FURTHERANCE THEREOF, YOU HEREBY EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS AND DEMANDS AGAINST THE ORTHO PARTIES THAT YOU DO NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THESE TERMS. THIS WAIVER IS INTENDED TO BE A FULL AND FINAL GENERAL RELEASE. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF, AND HEREBY KNOWINGLY WAIVE, THE PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”) AND ANY OTHER FEDERAL, STATE, OR FOREIGN LAW, REGULATION, OR PRINCIPLE OF COMMON LAW OF SIMILAR EFFECT.
Indemnification. You shall indemnify, defend, and hold harmless Ortho and its parent, officers, directors, partners, members, shareholders, employees, agents, contractors, affiliates, successors and permitted assigns (collectively, “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers (collectively, “Losses”), arising out of or relating to any claim of a third party relating to: (a) a breach or non-fulfillment of any representation, warranty, covenant, or other provision of these Terms by you or your agents; (b) any grossly negligent or more culpable act or omission of you or your agents (including any recklessness or willful misconduct) in connection with the performance of your obligations under these Terms; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of you or your agents; (d) your use of the Products or Platform; (e) any violation of any applicable Law by you or your agents; or (f) a purchase of a Product by you via the Platform.
8. Term and Termination
Right to Terminate. We may suspend or terminate your Patient Account and your access to the Platform at any time and for any reason (or for no reason), at our sole discretion. We are not required to provide advance notice or an explanation for such termination. You acknowledge that your Patient Account is contingent upon your association with a Practitioner in good standing. We reserve the right to immediately and unilaterally terminate your Patient Account if the account of your associated Practitioner account is suspended, terminated, or deactivated for any reason. You may terminate these Terms at any time by closing your Patient Account and ceasing all use of the Platform.
Effect of Termination. Upon termination of your Patient Account for any reason, (i) your right to access and use the Platform will immediately cease; (ii) if your account is terminated by Ortho without cause or by you, our sole liability to you shall be limited to a refund for any Products you have paid for but which have not yet been shipped; and (iii) if your account is terminated by Ortho for cause (which includes, without limitation, any breach by you of these Terms), you agree that we have no obligation to provide any refund or other compensation whatsoever, even for Products that have been paid for but not yet shipped.
Post-Termination. Following termination, you agree that you will not attempt to use the Platform under any other name, real or assumed. If you violate this restriction, you agree to indemnify, defend, and hold harmless Ortho and its Indemnified Parties from any and all liability, losses, or expenses incurred as a result of such unauthorized use. Any provision of these Terms that by its nature should survive termination shall so survive including, without limitation, provisions regarding ownership of intellectual property, confidentiality obligations, warranty disclaimers, limitations of liability, and indemnification obligations, as well as this Section.
9. General Provisions
Entire Agreement. These Terms, including and together with the Privacy Policy, the Authorized Resale Policy (incorporated by reference for the limited purposes described herein), and any related exhibits, schedules, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. Ortho may provide Notice to you by email to the email address associated with your account or by posting notices on the Platform. You are responsible for keeping your email address current. Notice to Ortho must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid) to Ortho Molecular Products, Inc., Attn: Legal Department, 540 W. Northwest Hwy., Ste 200, Barrington, IL 60010.
Amendment and Modification. Ortho reserves the right, in its sole and absolute discretion, to amend these Terms at any time. Ortho will make the revised Terms available by posting them on the Platform and will update the “Effective Date” for these Terms. You acknowledge and agree that it is your sole responsibility to review these Terms periodically to familiarize yourself with any modifications. Your continued use of the Platform after such amendments are posted shall constitute your acknowledgment and binding acceptance of the amended Terms. As a condition of continued access or use of the Platform, particularly following material amendments, Ortho may also require that you affirmatively accept the revised Terms by clicking “I Accept” or a similar mechanism of express consent.
Waiver. No waiver by Ortho of any provision of these Terms is effective unless explicitly set forth in a writing signed by an authorized representative of Ortho. No failure to exercise, or delay in exercising, any right, remedy, or power arising from these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof.
Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable the term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible.
Governing Law and Venue. These Terms are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the federal or state courts located in the State of Wisconsin, and each Party irrevocably submits to the exclusive jurisdiction of such courts.
Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms without the prior written consent of Ortho. Any purported assignment or delegation in violation of this Section is null and void. Ortho may assign its rights and obligations under these Terms at its sole discretion.
Successors and Assigns. These Terms are binding on and inure to the benefit of the Parties and their respective permitted successors and assigns.
No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms and their respective permitted successors and assigns, and nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.
Force Majeure. You agree that Ortho shall not be liable or responsible to you for any failure or delay in the performance of its obligations under these Terms if such failure or delay is the result of events beyond its reasonable control. Such events include, but are not limited to: (a) acts of God; (b) war, insurrection, riots, terrorism, or crime; (c) embargoes or blockades; (d) government order, law, or action, including pandemics or epidemics; (e) labor shortages, strikes, or other industrial disturbances; (f) postal disruption, failure of telecommunications or internet infrastructure, or unavailability of payment processors; (g) failure or shortage of necessary infrastructure or materials; or (h) any other event beyond Ortho’s reasonable control. In the event of any such failure or delay that interferes with Ortho’s ability to deliver confirmed orders, Ortho will use commercially reasonable efforts to fulfill and deliver such orders as soon as practicable.
Notice for California Users. Under California Civil Code Section 1789.3, California users of the Platform 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 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
10. Third-Party Resources
The Platform may contain links to third-party websites, applications, or other resources. These links are provided solely as a convenience to you and not as an endorsement by Ortho of the content or services on such third-party resources. Ortho is not responsible for the content, accuracy, or availability of any third-party resources. You acknowledge and agree that Ortho 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 the use of or reliance on any such content, goods, or services available on or through any such third-party resource. Your use of third-party resources is at your own risk and subject to the terms and conditions of use for such resources.
11. Promotions and Coupon Codes
Any sweepstakes, contests, promotions, or coupon codes that may be offered to you via the Platform may be governed by a separate set of rules that may have eligibility requirements and other applicable terms and conditions. It is your responsibility to read those rules to determine your eligibility and to understand the governing terms. Coupons and promotional codes are for your individual use only, are not transferable, and are not valid on prior purchases. We reserve the right to cancel orders where we suspect abuse, misuse, or fraud, and to terminate any promotion or coupon offering at any time in our sole discretion.