TERMS OF USE

Last Updated:  April 23, 2021

  1. Your Acceptance

By using and/or visiting the web site www.shieldshealthsolutions.com including all Content (as defined below) available through shieldshealthsolutions.com (collectively, the “Website”), which is operated by Shields Health Solutions Holdings, LLC and its affiliates (“Shields,” “we,” “our”), you signify your assent to these terms and conditions (the “Terms of Use”).  These Terms of Use govern your use of the Website.

ATTENTION:  PLEASE READ THESE TERMS OF USE AND OUR PRIVACY POLICY, WHICH ARE PART OF THESE TERMS OF USE, CAREFULLY BEFORE USING THIS WEBSITE.  ACCESSING ANY PART OF THIS WEBSITE INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE IN FULL. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE, ACCESS, OR DOWNLOAD MATERIALS FROM THIS WEBSITE AND LEAVE THE WEBSITE IMMEDIATELY. You acknowledge: (a) that you have read and understood these Terms of Use; and (b) that these Terms of Use have the same force and effect as a signed agreement.

Shields reserves the right to modify or discontinue the Website (or any portion of the Website), temporarily or permanently, with or without notice to you, and is not obligated to support or update the Website. You agree that Shields shall not be liable to you or any third party in the event that we exercise our right to modify or discontinue the Website (or any portion of the Website).  Unless explicitly stated otherwise, any new features that augment or enhance the current Website shall be subject to these Terms of Use.

These Terms of Use were last revised on April 23, 2021.  We may change these Terms of Use at any time.  Please review the Terms of Use each time you visit the Website. BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE TERMS OF USE.

These Terms of Use include a disclaimer of warranties and a disclaimer of liability, as well as indemnification by you, in Sections 10, 11, and 12.  Please review those sections (and all other terms) carefully.

  1. Privacy Policy

Shields’ Privacy Policy describes the information Shields collects when you and others use this Website. It also describes how Shields uses any personal information you share with it by using the Website. Shields’ Privacy Policy is part of these Terms of Use. By agreeing to these Terms of Use, you are also consenting to Shields’ use of your personal information in accordance with its Privacy Policy. Please click here to review our Privacy Policy.

  1. No Medical Advice

This Website may contain information relating to various health conditions and their treatment. This is for informational purposes only and is not meant to be a substitute for the advice provided by your own physician or other medical professional.  Shields does not practice medicine or provide medical services or advice.  You should not use the information contained in this Website for diagnosing a medical condition or disease. Always seek the advice of your physician or other qualified health care provider regarding any medical condition or treatment.  If you think you may have a medical emergency, call 911 immediately.

We may also include certain information, reference guides and databases intended for use by licensed medical professionals. These tools are not intended to give professional medical advice. Physicians and other health care providers should always exercise their own clinical judgment for any given situation.

  1. Links to and from the Website

a) These Terms of Use apply to all users of the Website. The Website may contain links to third-party websites that are not owned or controlled by Shields. Shields has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites, and you access and use these websites solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or any association with their operators.  In addition, Shields will not and cannot control or edit the content of any third-party site. By using the Website, you expressly relieve Shields from any and all liability arising from your use of any third-party website and from any loss or damage of any sort you may incur from dealing with any third party. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions of use for each other website that you visit.
b) You may not link to the home page (or any other page) of the Website from your website, without Shields’ prior written authorization.

  1. Website Access/Users Who Violate Terms of Service

a) Shields hereby grants you permission to use the Website as set forth in these Terms of Use provided that:  (1) you will not copy, download or distribute any part of the Website in any form or medium without Shields’ prior written authorization except for the limited rights expressly permitted herein; (2) you will not alter, modify, or make derivative works from any part of the Website without Shields’ prior written authorization; and (3) you will otherwise comply with these Terms of Use.
b) Shields may, in appropriate circumstances and at its sole discretion, disable or terminate the access of users who violate these Terms of Use.

  1. Restrictions on Use of the Website

a) In your use of the Website, you shall not:

  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Website;
  • post, transmit or submit any confidential, false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, inflammatory, scandalous, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or would otherwise violate the law;
  • use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website;
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Website;
  • impersonate or misrepresent your affiliation with someone else;
  • remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Website;
  • collect personally identifiable information of other users or visitors;
  • harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications;
  • solicit other users to join, become members of, or contribute money to any online service or other organization;
  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Website; or
  • use the Website to advertise or perform any commercial solicitation.

b) Shields will fully cooperate with any law enforcement authorities or court order requesting or directing Shields to disclose the identity of anyone violating these Terms of Use.
c) Shields believes in children’s online safety and does not wish to receive information regarding children under 13 years old.  Therefore, you may not post or transmit any personally identifiable information of a child under 13 years old or information sufficient to locate such a child on or through the Website.

    1. Intellectual Property Rights

a) Everything you see, hear, or otherwise experience on this Website, including but not limited to the videos, text, software, photographs, scripts, graphics, interactive features and the like (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Shields, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Shields owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on this Website may violate copyright, trademark, and other laws.
b) Content on the Website is provided to you AS IS for your information and personal use only. For your personal use only, you may view, copy, and print pages of the Website. Otherwise, the Website may not be used, copied, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Shields. Shields reserves all rights not expressly granted in and to the Website and the Content. You agree not to use, copy, download, or distribute any of the Content other than expressly permitted herein, including any use, copying, downloading, or making derivative works from, the Website for any commercial purposes. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Shields in writing.  You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized by Shields.  You may not build a business using the Content, whether or not for profit.  If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein, nor may you scrape any pages.

  1.  Notice and Procedure for Making Claims of Intellectual Property Infringement

If you are an intellectual property owner or an agent thereof and believe that either (1) any Content on the Website or (2) any material or activity contained on an online location to which Shields has referred or linked users, infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) and 512(d) for further detail):
a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works on the Website;
c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (or in the case of referrals or links that are claimed to lead to infringing material or activity, identification of the reference or link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification pursuant to the DMCA should be submitted to:
DMCA Agent
Shields Health Solutions
100 Technology Center Drive
Stoughton, MA 02072
privacy@shieldsrx.com

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.  E-mails or notices sent to Shields without a proper subject line, or for purposes other than communication about intellectual property claims, may not be acknowledged or responded to.

  1. Trademarks and Celebrity Material

a) Shields responds to complaints that Content infringes trademarks or celebrity material. Trademarks include logos, brand names, and trade dress, which is the distinctive visual appearance of a product or its packaging.
b) Please be aware that celebrities, and sometimes others, may have a “right of publicity,” which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. Although you may be a fan, you risk infringing celebrity rights if you use a celebrity name or likeness on the Website and you don’t have the celebrity’s permission.

If you are a trademark owner or a celebrity and you believe your rights have been infringed the Website, please submit a notification of infringement to our agent listed in Section 8 above.

To submit a notification, you must be the trademark owner or celebrity or an authorized agent of the trademark owner or celebrity.

  • When submitting a notification of trademark or trade dress infringement, provide a copy of the relevant trademark or trade dress registration(s) from the U.S. Patent and Trademark Office. Please also provide the location on the Website where you believe the infringement is occurring.
  1. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SHIELDS, ITS OFFICERS, DIRECTORS, MEMBERS, STOCKHOLDERS, EMPLOYEES, AFFILIATES, AGENTS, SUBCONTRACTORS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF AND ANY CONTENT AND SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, SHIELDS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBSITE OR ON ANY WEBSITES LINKED TO THIS WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT THE WEBSITE OR ANY SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.  ALTHOUGH SHIELDS STRIVES TO UPDATE INFORMATION ON A PERIODIC BASIS, IT IS SOLELY YOUR RESPONSIBILITY TO VERIFY ALL INFORMATION ON THE WEBSITE.  SHIELDS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE INCLUDING ANY SERVICE, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (VI) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE.

  1. Limitation of Liability

IN NO EVENT SHALL SHIELDS, ITS OFFICERS, MEMBERS, STOCKHOLDERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUBCONTRACTORS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS WEBSITE, INCLUDING WITHOUT LIMITATION, FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, (VI) THIRD PARTY WEBSITES AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT WHEREIN SUCH CONTENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, INDEMNIFICATION, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHIELDS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

ANY CLAIMS RELATING TO USE OF THE WEBSITE MUST BE BOUGHT WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTIONS AROSE.  CLAIMS BROUGHT AFTER SUCH PERIOD ARE VOID.  THE WEBSITE IS CONTROLLED AND OFFERED BY SHIELDS FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. SHIELDS MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS. THOSE WHO ACCESS OR USE THE WEBSITE DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL AND ALL OTHER APPLICABLE LAWS, RESTRICTIONS, AND REGULATIONS.

  1. Indemnity

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHIELDS, ITS OFFICERS, MEMBERS, STOCKHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBCONTRACTORS, LICENSORS AND SUPPLIERS FROM AND AGAINST ANY CLAIMS, LOSSES, OBLIGATIONS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES, COSTS, DEBT, AND ATTORNEY’S FEES RESULTING FROM: (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE WEBSITE; (2) YOUR VIOLATION OF ANY TERM OF THESE TERMS OF USE; (3) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY ACTIVITY RELATED TO YOUR INTERNET ACCOUNT OR USING YOUR EMAIL ADDRESS AND PASSWORD (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE WEBSITE USING YOUR INTERNET ACCOUNT; OR (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE WEBSITE.  IF SHIELDS DOES TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS OF USE, SHIELDS WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO SHIELDS.

  1. Ability to Accept Terms of Service

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, warranties, and indemnification set forth in these Terms of Use, and to abide by and comply with these Terms of Use. The Website is not intended for children under 13.  If you are under 13 years of age, then please do not use the Website.

  1. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shields without restriction and without notice to you.

  1. Modifications to Service

Shields reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that Shields shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.

  1. Export Control

Software and the transmission of applicable technical data, if any, in connection with the Website may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

  1. General

You agree that: (i) the Website shall be deemed solely based in the state of Massachusetts, United States of America; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Shields, either specific or general, in jurisdictions other than Massachusetts. These Terms of Use shall be governed solely by United States and Massachusetts law, without regard to conflict of law provisions. Any claim or dispute between you and Shields or its officers, members, stockholders, directors, employees, agents, affiliates, subcontractors, licensors or suppliers that arises in whole or in part from the Website shall be decided exclusively by a state or federal court of competent jurisdiction located in or serving Stoughton, Massachusetts. You further irrevocably agree to submit to the personal jurisdiction of the state and federal courts located in or serving Stoughton, Massachusetts, for the purpose of resolving all such claims or disputes. These Terms of Use, the Privacy Policy and any other legal notices published by Shields on the Website, shall constitute the entire agreement between you and Shields concerning the Website. If any provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Shields’ failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Shields reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

  1. Questions

If you have questions, please contact Shields by filling out our contact form or calling us at 781.566.5066.

Last revised:  April 23, 2021