Terms of Service

Introduction
These Terms of Service (“Terms”) govern your access and use of the website and platform of Cura x Cura (collectively, “Cura x Cura,” “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 Cura x Cura’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.
• “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 Cura x Cura account opened by a Practitioner through which the Practitioner manages their dispensary and can add their Patients, and purchase Wholesale Products. The Practitioner Account remains responsible for any linked staff accounts connected to 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, and all services furnished to Practitioners or Students, including order processing, payment collection and processing, shipping and tracking, and any other support services. Practitioners are responsible for the Products recommended and/or sold; Cura x Cura’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 any Traditional Chinese Medicine program.
• “Student Account” means a Cura x Cura account opened by a Student.
• “Suppliers” means the companies that manufacture and/or supply the Products available through the Platform.
• “User” refers to Practitioners, Students, and general visitors to the Platform.
• “Wholesale” means Product purchases made on a wholesale basis by a Practitioner. 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 Cura x Cura 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.
• You must not be in violation of any embargoes, export controls, or other Laws of the U.S., or other countries having jurisdiction over these Terms, Cura x Cura, 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, Cura x Cura 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 Cura x Cura 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 Cura x Cura.
• You shall not infringe on anyone’s Intellectual Property Rights (including Cura x Cura’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 Cura x Cura.
• 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 Cura x Cura 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 Cura x Cura’s sole discretion, may bring Cura x Cura or any of its users into disrepute, endanger the business or safety of Cura x Cura 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 Cura x Cura 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. Cura x Cura 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, Cura x Cura 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, Cura x Cura 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 Cura x Cura 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. Cura x Cura 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 Cura x Cura 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 full access to the Services, including making ordering Products Direct to Patient and purchasing Wholesale Products.

Student Accounts. In order to register, Cura x Cura requires Students to provide certain identification and contact information including, but not limited to, name, address, email address, student/school information, and expected date of graduation.

By creating an Account, you also consent to receive electronic communications (e.g., via email, or SMS, 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 15 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.

 Payments and Sales Tax

We sell our services and the Products to you at a wholesale price. You agree to abide by all applicable Laws and professional ethical guidelines for the Products you purchased, including any disclosure obligations. Applicable sales taxes, shipping fees, and Payment Processor fees are added to your Product purchases. Payments and distributions are processed by the Payment Processor. 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.

Cura x Cura maintains responsibility for the collection and remittance of retail sales taxes for Products sold through the Platform. You agree to submit to Cura x Cura, 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. Cura x Cura reserves the right to change its fees at any time.

Order Processing

An order is deemed to be completed upon checkout from the Platform, indicating that the order and payment has been processed. Cura x Cura reserves the right to refuse all or part of any order reques, and to limit quantities of Products available for sale, as well as the right at any time to reject, correct, cancel, or terminate any order request for any reason whatsoever.

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

Practitioner and Student Accounts are responsible for all shipping costs. Title and risk of loss transfer to the Practitioner and Student upon delivery to the shipping carrier. 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.

Wholesale Purchases

Wholesale purchases from Cura x Cura 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. Cura x Cura 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 Cura x Cura before the order is placed.