Terms and Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE.

These Terms of Use & Conditions (the “Terms and Conditions”) contain the terms, covenants, conditions, and provisions upon which you may access and use the [motionmedicine.com] website (the “Site”) or any of the products or services available through the Site.  The terms “we,” “our,” and “us,” refer to Motion Medicine, LLC the owner and administrator of the Site, and its manager, members, officers, employees, licensors, suppliers, vendors, content providers, partners, staff, affiliates, agents, and representatives (collectively, the “Affiliated Parties”). You may be referred to as “you” or “user” in these Terms and Conditions.

BY ACCESSING THE SITE, YOU ARE HEREBY ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS, YOU MAY NOT USE THE SITE OR ACCESS ANY FEATURES OR SERVICES PROVIDED ON OR THROUGH THE SITE.

We reserve the right, in our sole discretion, to modify these Terms and Conditions at any time and to notify users of any such changes solely by changing these Terms and Conditions.  Any such changes shall become effective immediately upon posting on the Site.  Therefore, you should review the Terms and Conditions periodically.  Your continued use of the Site following the posting of any changes shall constitute your acceptance of the revised Terms and Conditions.

Applicability
     
All sales of products by Motion Medicine, LLC to you shall be subject to the Terms and Conditions set forth herein, and ALL SALES ARE MADE ONLY ON THE TERMS AND CONDITIONS SET FORTH HEREIN whether or not attached to any Purchase Order.  If you submit any other terms and conditions, they are rejected and we propose these Terms and Conditions as a counteroffer.  Acceptance of this offer, whether express or by action indicating intent to purchase products ordered, is limited to the Terms and Conditions stated herein.  All subsequent actions shall be pursuant to these Terms and Conditions and we object to any additional or different terms, which are not be binding upon the parties unless Motion Medicine, LLC expressly agrees to them in writing.  These Terms and Conditions shall remain in effect until superseded by new or additional Terms and Conditions we issue.

Order Acceptance or Rejection    

Motion Medicine, LLC may accept, reject, or cancel orders you place for any reason.  We shall not have any liability to you by reason of such rejection or cancellation.  You understand and agree that we cannot guarantee the availability of products and that product delivery may be delayed or require substitution of comparable products based on availability.  We will provide you with notice of accepted orders.  Until we provide that notice to you, your order pricing is not guaranteed.

Pricing

The prices set forth in Motion Medicine, LLC’s online store are not guaranteed.  We may change our pricing at any time, provided that we will honor quoted prices on orders we accept prior to the effective date of a price change.  We will endeavor to provide you with written notice of price changes in advance of the effective date of such changes.  Prices do not include any sales, excise, use, property, or other taxes, duties, or fees now in effect or later levied.  We may be requested to pay or collect such taxes in connection with the sale of the products to you, and you agree to pay all such amounts to us.  You will also pay all transportation, packing, and insurance costs and other charges.

Payment

All payments for products you purchase are due and payable in U.S. dollars on the date set forth in our invoice or at the time of checkout.  Amounts due shall not be subject to any defense, claim, reduction, offset, deduction, back charge, retainage, or holdback for any reason whatsoever.  Pro rata payments shall be made for partial shipments.  In the event of a delinquency, you will be liable for all collection costs including reasonable attorney's fees.  You  shall pay, in addition to the overdue payment, a late charge equal to the lesser of 2% per month or the highest applicable rate allowed by law, on all such outstanding amounts.

Title

Title to the products shall pass to you upon delivery of the products to a common carrier and your payment.

Shipping and Handling

You shall specify delivery requirements at time of checkout.  These include residential, call ahead, or any other particular requirements.  We will use commercially reasonable efforts to meet the delivery schedule set forth in your accepted orders for products.  However, we are not be responsible for any loss or liability you may suffer as a result of any delay in delivery of product or for lost, misdirected, missing, or damaged freight.  All material is F.O.B. Motion Medicine. LLC’s warehouse or point of origin of the shipment, unless we otherwise expressly state in writing prior to our acceptance of your order.  Under no circumstance is the delivery date guaranteed.
 
Product Markings: Ownership of Intellectual Property     

All trademarks/service marks appearing on the Site are trademarks/service marks of their respective owners. Products sold to you may bear markings, legends, or trade names that we place thereon.  You agree and acknowledges that all trademarks, trade names, patents, trade secrets, inventions, service marks, and other intellectual property associated with the products belong solely to Motion Medicine, LLC or its licensors, and that you have no rights to such property.  You covenant and agree that you will not alter, remove, conceal, or cover said markings, legends, and trade names, nor add any other marking, legend or trade name to the products, unless required by law or we otherwise approved such actions in writing in advance.

The Site is protected by applicable copyright laws.  The content, organization, design, text, compilations, images, photographs, illustrations, artwork, or other graphics and graphic material, audio, video, domain name, HTML, and other code, and any other copyrightable elements, as well as the selection and arrangement thereof, and other materials related to the Site (collectively, the “Content and Materials”) are protected under applicable copyright laws.  You may not modify or alter the Content and Materials or any portion thereof.  You may not copy, publish, transmit, distribute, or create derivative works based upon the Content and Materials or any portion thereof, nor may you post the Content and Materials or any portion thereof on any website, network, computer, or broadcast media.  It is strictly prohibited to modify, transmit, distribute, reuse, repost, or use the content for personal, public or commercial purposes without written permission from an authorized representative of Motion Medicine, LLC.  It is also strictly prohibited to download any text, images, or other content appearing on the Site.  You may not reproduce, publish, transmit, distribute, display, modify, sell, or participate in any sale of, or exploit in any way, in whole or in part, any of the Content and Materials of the Site or any related intellectual property.  You agree not to reproduce, duplicate, copy, create derivative works, frame, publicly display, copy or adapt HTML or other code on the Site to generate web pages, sell, resell or exploit for any commercial purposes, any portion of the Site, use of the Site, or access to the Site.

Exclusive Limited Warranty

Product is 100% money refunded guarantee (not including S&H charges) if not satisfied within 30 days of purchase.  Sales receipt with proof of purchase date  is required.   The unused portion must be returned to Motion Medicine, LLC for refund to be processed.  

DISCLAIMER OF WARRANTY

WE PROVIDE NO WARRANTEES OF ANY KIND TO YOU EXCEPT FOR THE EXCLUSIVE LIMITED WARRANTY IN THE IMMEDIATELY PRECEDING PARAGRAPH.  EXCEPT FOR THAT WARRANTY, THE SITE AND ITS CONTENT AND MATERIALS, AND THE PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE, ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS, AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARE SPECIFICALLY DISCLAIMED, INCLUDING THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  YOU ACKNOWLEDGE THAT OPERATION OF THE SITE MAY NOT BE UNINTERRUPTED OR ERROR FREE.  REFERENCES AND LINKS TO PRODUCTS OR SERVICES OF INDEPENDENT COMPANIES MAY APPEAR ON THE SITE.  THESE REFERENCES AND LINKS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.

DISCLAIMER AND LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR AFFILIATED PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY LOSS OR DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SITE, THE PERFORMANCE OF THE SITE, OR OF FAILURE TO PROVIDE SERVICES THAT YOU ORDER FROM OR THROUGH THE SITE, INCLUDING WITHOUT LIMITATION, LOSS OR DAMAGES ARISING FROM MISTAKE, OMISSION, VIRUS, DELAY, OR INTERRUPTION OF SERVICE.  IN NO EVENT SHALL WE OR OUR AFFILIATED PARTIES BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO YOUR INAPPROPRIATE OR UNAUTHORIZED USE OF THE SITE, PRODUCTS OR THE CONTENT AND MATERIALS.  YOUR USE OF THE SITE AND ANY SERVICE PROVIDED THROUGH THE SITE IS ENTIRELY AT YOUR OWN RISK. 

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.  YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATED PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD-PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT SHALL THE TOTAL LIABILITY OF MOTION MEDICINE, LLC TO YOU ARISING FROM ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE DESIGN, MANUFACTURE, SALE, RESALE, DELIVERY, REPAIR, REPLACEMENT OR USE OF PRODUCTS OR THE FURNISHING OR ANY SERVICE, FOR ANY REASON EXCEED THE AMOUNT YOU  ACTUALLY PAY TO US, IF ANY, FOR THE INDIVIDUAL UNIT OF PRODUCTS, OR PART THEREOF, WHICH GIVES RISE TO THE CAUSE OF ACTION OR CLAIM, FOR OR THROUGH USE OF THE SITE.

Returns

Special order materials and sale items are not returnable.  You are responsible for return shipping costs.  We will not accept freight collect, freight due, or other unpaid shipments on returned items.  Notwithstanding anything to the contrary in these terms, you may not return any products after the 30th day following delivery for any reason other than in connection with a valid warranty claim.  

Limitation on Resale and Export    

You shall not resell any product to a third party without our prior, written permission.  The product is sold to you for use in the United States, and you agree to purchase the product for use only in the United States.  You will not export any products directly or sell products to third parties who will export or use products outside the United States.  We assume no responsibility for any product sold or installed outside the United States.

Independent Contractor
 
You shall purchase Products only for your own account and shall be an independent contractor in all respects.  Nothing in these Terms and Conditions shall be construed as making you our franchisee, partner, agent, or employee for any reason whatsoever.  You shall be solely responsible for your acts and failures to act and the acts and failures to act of your employees and agents.

Website Usage

You may not use any automated means to access the Site or collect any information from the Site (including agents, robots, spiders, or scripts), frame the Site, utilize framing techniques to enclose any proprietary information or material, place pop-up windows over the Site’s pages, or otherwise affect the display of any web pages on the Site.  This means, among other activities, that you agree not to engage in the practices of “screen scraping,” “database scraping,” or any other activity intended to collect, store, reorganize, or manipulate the information contained in the Site.  You may not use the Site in any manner that could damage, disable, overburden, or impair the Site, interfere with any other party's use of the Site, or otherwise undermine the integrity of the Site.

Editing, Deleting and Modification

We reserve the right in our sole discretion and for any reason to suspend, discontinue, edit, or delete any documents, information, products, services, or other content appearing on or available through the Site.

Privacy Policy

Please review our Privacy Policy at http://www.motion-medicine.com, which also governs your use of the Site, to understand our practices.

Governing law: Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of the State of New Hampshire (without regard to conflict of law principles).  You, to the extent you can legally do so, hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of New Hampshire and the United States District Court for the District of New Hampshire, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of any of the obligations hereunder or with respect to the transactions contemplated hereby, and expressly waive any and all objections you may have to venue in such courts and consent to extra-territorial service of process.  You irrevocably waive any right you may have to a jury trial.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and Conditions or your use of the Site must be filed within one (1) year after such claim or cause of action arises or be forever barred.  All actions shall be subject to the warranty and liability disclaimers and limitations set forth in these Terms and Conditions.

Miscellaneous Provisions

You hereby acknowledge that you have read these Terms and Conditions, understand them, and agree to be bound by them.  These Terms and Conditions constitute the entire agreement between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Site.  Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.  If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and all other provisions of these Terms and Conditions shall remain in full force and effect.  The language in these Terms and Conditions shall be interpreted as to its fair meaning and not strictly for or against either party.  The section titles in these Terms and Conditions are for convenience only.  You may not transfer any rights or obligations you may have under these Terms and Conditions.  These Terms and Conditions, or any right or obligation hereunder, is freely transferable by us.  These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their permitted successors and assigns.  These Terms and Conditions may be terminated by either party for any reason at any time.  However, you agree that the foregoing provisions shall survive any termination of these Terms and Conditions or your rights of access to the Site.