Direct Sales Terms & Conditions

Part 1: TERMS OF SERVICE OF UI MEDICAL, LLC

This document governs the use of our "direct to business" website and any other related agreement or legal relationship with us in a legally binding way. You must read this document carefully.

Our website is provided by:

UI Medical, LLC
1670 West Park Avenue
Redlands, California 92373 USA

Contact email: compliance@uimed.com

OVERVIEW

This "direct to business" website is operated by UI Medical Medical, LLC. Throughout the site, the terms “we”, “us” and “our” refer to UI Medical LLC. UI Medical LLC offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

GENERAL TERMS

This document governs the use of our website and any other related agreement or legal relationship with us in a legally binding way. You must read this document carefully.

Our website is provided by:

UI Medical, LLC
1670 West Park Avenue
Redlands, California 92373 USA

Contact email: compliance@uimed.com

Unless stated otherwise, the terms in this section apply generally when using our website. Specific or additional conditions may apply in certain situations and are noted in this document.

By using our website, you confirm the following:

you are 18 years old or older where required by law.
you are not in a country under a U.S. government embargo or designated as a "terrorist-supporting" country;
you are not on any U.S. government list of prohibited or restricted parties.

Account registration

To use the service, you can register or create an account by providing complete and truthful information. You can also use the service without an account, but this might limit some features.

You are responsible for keeping your login details confidential and must choose passwords that meet the highest standards of strength as allowed by our website.

By registering, you agree to take full responsibility for all activities under your username and password.

You must immediately inform us using the contact details in this document if you believe your personal information, account, or login details have been violated, disclosed, or stolen.

Conditions for account registration

Registration of accounts on our website is subject to the conditions outlined below. By registering, you agree to meet such conditions.

It is not permitted to register accounts by bots or any other automated methods;
You must register only one account, unless otherwise specified;
Your account must not be shared with other persons unless otherwise specified.

Account termination

You can close your account and stop using our service anytime by contacting us at the contact details provided in this document.

Account suspension and deletion

We reserve the right to suspend or delete your account at any time and without notice if we find it inappropriate, offensive, or in violation of these terms.

Suspending or deleting accounts does not entitle you to claim for any compensation, damages, or reimbursement.

The suspension or deletion of accounts due to causes attributable to you does not exempt you from paying any applicable fees or prices.

Content on the website

Unless otherwise noted, all content on our website is owned or provided by us or our licensors.

We do our best to ensure the content on our website complies with all laws and respects third-party rights. However, this may not always be achievable.

If you believe your rights are being infringed, without prejudice to any legal prerogatives to enforce your rights, please report any issues using the contact details provided in this document.

Rights regarding content on our website - All rights reserved

We hold and reserve all intellectual property rights for all content.

You may not use such content in any way that is not necessary or implied for the proper use of the service.

Specifically, but without limitation, you may not copy, download, share (beyond the limits mentioned below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer, assign to third parties, or create derivative works from the content on our website. You also cannot allow any third party to do so through your account or device, even unknowingly.

Where explicitly stated, you may download, copy, and share some content from our website for personal and non-commercial use, provided you correctly implement copyright and other required attributions.

Any statutory limitations or exceptions to copyright remain unaffected.

Access to external resources

Through our website, you may access external resources provided by third parties. You acknowledge and accept that we have no control over these resources and are not responsible for their content or availability.

Conditions for third-party resources, including any rights granted in their content, are governed by those third parties' terms and conditions or by applicable law.

Acceptable use

Our website and service may only be used within the scope of what is provided for, under these terms and applicable law.

You are solely responsible for ensuring your use of our website and service does not violate any laws, regulations, or third-party rights.

We reserve the right to protect our interests by denying you access to our website or service, terminating contracts, and reporting any misconduct to the appropriate authorities if you are involved in or suspected of the following:

violating laws, regulations, or these terms;
infringing on third-party rights;
significantly impairing our legitimate interests;
offending us or any third party.

SECTION 1 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.  We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.  

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.

All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.  We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).  

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, please click on the appropriate tab. If you have difficulty accessing, please contact us at compliance@uimed.com.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall UI Medical LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless UI Medical LLC and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of California and the United States.

SECTION 19 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at compliance@uimed.com or in writing to:

UI Medical, LLC
1670 West Park Avenue
Redlands, California 92373 USA

PART 2: TERMS AND CONDITIONS OF SALE

Paid products

Some of our products require payment. Details about fees, duration, and conditions are described below and in the dedicated sections of our website.

Product description

Prices, descriptions, and availability of products are detailed in the relevant sections of our website and may change without notice. Although we strive for accuracy in presenting products on our website, representations (including graphics, images, colors, and sounds) are for reference only and do not guarantee the characteristics of the purchased product. The specific characteristics of the chosen product are outlined during the purchasing process.

Purchasing process

Every action taken from selecting a product to submitting the order is part of the purchasing process.

Order submission

When you place an order, the following apply:

submitting an order determines the contract conclusion and obligates you to pay the specified price, taxes, and any additional fees and expenses outlined on the order page;
if the purchased product requires action from you, such as providing personal information or specific requests, submitting the order means you agree to cooperate accordingly;
after submitting the order, you will receive a receipt confirming that the order has been received.

All communications regarding the purchasing process will be sent to the email address you provided.

Prices

During checkout and before order submission, you will see all charges, including any fees, taxes, and costs (including, where applicable, delivery costs).

On our website, prices are displayed including all applicable fees, taxes, and costs.

UI Medical LLC aims to separate all applicable fees, taxes, costs, surcharges, shipping, and other costs prior to checkout. The amount specified at checkout is the final price.

All prices are in United States dollars unless noted with the appropriate currency, abbreviation, or symbol. For example, € or EU denotes a price in Euro’s and £ or GBP denotes a price in British pounds.

Methods of payment

Details about accepted payment methods are provided during the purchasing process.

Certain payment methods might have additional conditions or fees. In these cases, more information can be found in the related section of our website.

Please note that additional fees may be due in certain circumstances and/or locations and they will be fully disclosed prior to final checkout.

UI Medical LLC aims to accept all major payment methods in every jurisdiction, but this cannot be guaranteed. Sales are only final upon receipt of all funds due at checkout.

Retention of product ownership & Title transfer

Until payment of the total purchase price is received by us, any products ordered will not become your property. All products are sold UI Medical LLC Redlands California USA Factory Gate EXW.

Delivery

Products are delivered to the address provided by you and in the manner outlined in the order summary.

Upon delivery, please check the content and report any issues promptly using the contact details provided in this document or as outlined in the delivery note. If the parcel appears visibly damaged, you may refuse to accept it.

Goods are delivered to the following countries: United States only.

Delivery times are outlined on our website or during the purchasing process.

Failed delivery

We are not liable for delivery errors due to incorrect or incomplete information provided by you during the purchasing process nor for any damage or delays after delivery to a carrier organised by you and not offered or recommended by us.

If the goods are not received or collected at the time or within the period specified, they will be returned to us. We will contact you to schedule a second delivery attempt or to agree on a future course of action.

Unless otherwise agreed, each delivery attempt after the second one will be at your expense.

USER RIGHTS

US users

Disclaimer of warranties

Our website is provided on an “as is” and “as available” basis. When you use our service, you are doing so at your own risk. We explicitly state that we are not making any promises or guarantees, whether they are express, implied, or even required by law. These include assurances about the quality of the service, its suitability for your specific needs, or whether it infringes on anyone else's rights. Please keep in mind that any advice or information you receive from us or through our service does not create any warranties beyond what we have explicitly stated here.

Additionally, while we strive to provide accurate and reliable content, we cannot guarantee that it is always going to be the case. We do not guarantee that the service will always meet your requirements or be available when you need it. There might be interruptions, or it might not function correctly due to factors beyond our control. While we do our best to keep everything running smoothly, we cannot ensure that the service will be free of harmful elements like viruses. If you choose to download any content from our service, you are assuming the risk, and we are not responsible for any damage it might cause to your devices or data.

We do not endorse or guarantee any products or services advertised through our service or any links we provide. We are not involved in any transactions between you and third-party providers, so any interactions or agreements you make with them are solely your responsibility.

Our service might not always be accessible or may not work correctly with your web browser, mobile device, or operating system. While we strive to provide a seamless experience, we cannot guarantee it in every situation. As such, we want to clarify that we cannot be held responsible for any perceived or actual damages that result from issues related to the content, operation, or use of our service.

While we may have certain exclusions and limitations in our agreement, these may not apply to you depending on the laws of your jurisdiction. Federal law, as well as laws in some states and other jurisdictions, may offer protections that supersede our disclaimers and exclusions. This means that you may have specific legal rights that are not affected by our agreement. It is essential to understand your rights, as they may vary from state to state or country to country. We want to emphasize that any disclaimers or exclusions in our agreement will only be enforced to the extent permitted by applicable law.

Limitation of liability

To the maximum extent permitted by applicable law, in no event shall we, along with our subsidiaries, affiliates, officers, directors, agents, partners, suppliers, or employees, be liable for:

any indirect, punitive, incidental, special, consequential, or exemplary damages arising from or related to your use of, or inability to use, the service. This includes damages for loss of profits, goodwill, use, data, or other intangible losses;
any damage, loss, or injury resulting from hacking, tampering, or unauthorized access to your account or the information within it;
errors, mistakes, or inaccuracies in the content provided;
personal injury or property damage resulting from your use of the service;
unauthorized access to our secure servers or personal information stored therein;
interruption or cessation of transmission to or from the service;
bugs, viruses, trojan horses, or similar harmful elements transmitted through the service;
errors or omissions in any content posted, transmitted, or made available through the service;
defamatory, offensive, or illegal conduct of any user or third party. Our liability is limited to the amount you have paid us in the preceding 12 months, or the duration of your agreement with us, whichever is shorter.

This limitation of liability section will apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if you have been advised of the possibility of such damage.

Please note that in some jurisdictions, the exclusion or limitation of incidental or consequential damages may not be allowed. This means that these limitations or exclusions might not apply to you. You have specific legal rights, which may vary depending on your jurisdiction. The disclaimers, exclusions, and limitations of liability outlined here may not apply to the extent prohibited by applicable law.

Indemnification

By using and accessing the service, you agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees harmless from any claims, damages, losses, liabilities, costs, or expenses, including legal fees, arising from:

your use of the service, including any data or content you transmit or receive;
your violation of these terms, including any breach of representations and warranties;
your violation of third-party rights, such as privacy or intellectual property rights;
your violation of statutory laws, rules, or regulations; any content submitted from your account, including third-party access using username, password, or other security measures, including misleading, false, or inaccurate information;
your intentional misconduct; or
any statutory provision by you or your affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees to the extent permitted by law.

COMMON PROVISIONS

No waiver

Our failure to assert any right or provision under these terms does not waive that right or provision. No waiver will constitute a continuing waiver of such term or any other term.

Service interruption

To maintain the best service level, we reserve the right to interrupt the service for maintenance, updates, or other changes, with appropriate notification.

We may suspend or discontinue the service within legal limits. If discontinued, we will assist you in withdrawing personal data and respect your rights regarding continued product use and compensation under applicable law.

The service may be unavailable due to events beyond our reasonable control, such as infrastructure breakdowns or blackouts.

Service reselling

You may not reproduce, duplicate, copy, sell, or exploit any part of our website or its service without our express written permission, granted either directly or through a legitimate reselling programme.

Privacy policy

For information on the use of personal data, you can refer to our website's privacy policy.

Intellectual property rights

Without prejudice to any more specific provisions in these terms, all intellectual property rights associated with our website, including copyrights, trademark rights, patent rights, and design rights, are exclusively owned by us or our licensors. These rights are protected by applicable laws and international treaties concerning intellectual property.

All trademarks, whether nominal or figurative, and any other marks, trade names, service marks, word marks, illustrations, images, or logos associated with our website, are and remain the exclusive property of us or our licensors. These are also protected by applicable laws and international treaties related to intellectual property.

Changes to the terms

We reserve the right to modify these terms at any time, informing you of any changes.

Such changes will only affect the relationship with you from the date communicated onwards.

Your continued use of the service will signify your acceptance of the revised terms. If you do not wish to be bound by the changes, you must stop using the service and terminate the agreement.

The applicable previous version will govern the relationship prior to your acceptance. You can obtain any previous version from us.

If legally required, we will notify you in advance of when the modified terms will take effect.

Assignment of contract

We reserve the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these terms, considering your legitimate interests. Provisions about changes to these terms will apply accordingly.

You cannot assign or transfer your rights or obligations under these terms without our written permission.

Contact

All communications regarding the use of our website must be sent using the contact information provided in this document.

Severability

Invalidity or unenforceability of any provision under applicable law will not affect the validity of other provisions, which will remain in full force and effect.

US users

Any invalid or unenforceable provision will be interpreted to the extent reasonably required to render it valid, enforceable, and consistent with its original intent. This document constitutes the entire agreement between you and us and supersede all other communications, including but not limited to prior agreements concerning such subject matter, to the fullest extent permitted by law.

Governing law

These terms are governed by the laws of California in the United States, as outlined in the relevant section of this document, without regard to conflict of laws principles.

Venue of jurisdiction

The jurisdiction over any controversy related to these terms lies with the courts of the State of California and the United States, as outlined in the relevant section of this document.

USA users

Except in the case of arbitration, we both agree to waive any right to trial by jury in any court in connection with any action or litigation.

Any claims under these terms shall proceed individually and we both agree not to join in a class action or other proceeding with or on behalf of others.

USA users

Surviving provisions. Our agreement will continue in effect until it is terminated by either our website or you. Upon termination, the provisions contained in this document that by their context are intended to survive termination or expiration will survive, including but not limited to the following:

your grant of licenses under this document will survive indefinitely;
your indemnification obligations will survive for a period of five years from the date of termination;
the disclaimer of warranties and representations, and the stipulations under the section containing indemnity and limitation of liability provisions, will survive indefinitely.

CONTACT INFORMATION

For Stakeholders In The United States of America

UI Medical, LLC
1670 West Park Avenue
Redlands, California 92373 USA

Contact email: compliance@uimed.com

Part 3 Minimum Advertised Price & Resale Restrictions

1. Minimum Advertised Price.

During the term of this Agreement, Buyer agrees that it shall not advertise, publish, display, promote, or otherwise communicate to the public a price for any SKU identified in Exhibit A (each, a "Covered Product") at a price below the applicable Minimum Advertised Price ("MAP") established by Seller for such Covered Product.

The MAP for each Covered Product shall be set forth in Exhibit A, as amended by Seller from time to time in accordance with this Agreement.

2. Advertised Price.

For purposes of this Agreement, an "Advertised Price" includes any price communicated to the public through any medium, including, without limitation, websites, online marketplaces, e-commerce platforms, catalogs, circulars, print advertising, social media, email marketing, digital advertising, search-engine advertising, product listings, shopping feeds, mobile applications, and promotional materials.

A price shall be deemed below MAP if the advertised price, whether stated expressly or implied through a discount, coupon, promotional code, rebate, instant discount, or other price reduction available to the general public, results in a publicly advertised net price below the applicable MAP.

3. Exceptions.

The MAP requirement shall not apply to: (a) private, one-to-one offers made directly to a particular customer that are not publicly advertised; (b) bona fide clearance sales authorized in writing by Seller; (c) temporary promotional pricing expressly authorized in writing by Seller; or (d) circumstances otherwise expressly approved in writing by Seller.

4. Violation.

If Buyer advertises a Covered Product below the applicable MAP, Seller may notify Buyer of the violation and require Buyer to promptly correct or remove the non-compliant advertisement. Buyer shall correct or remove the advertisement within twenty-four (24) hours after receiving written notice from Seller, or within such shorter period as may be reasonably necessary where the violation is continuing or materially damaging to Seller or its distribution network.

5. Consequences of Violation.

A violation of this MAP provision shall constitute a material breach of this Agreement. In addition to any other remedies available under this Agreement or applicable law, Seller may, in its reasonable discretion:

(a) suspend shipments of the affected Covered Product; (b) suspend or terminate any promotional allowance, rebate, discount, or other incentive applicable to the affected Covered Product; (c) suspend Buyer's eligibility to purchase the affected Covered Product for a specified period; and/or (d) terminate this Agreement upon written notice if Buyer repeatedly violates this MAP provision or fails to timely cure a violation. Seller's exercise of any remedy shall not constitute a waiver of any other rights or remedies available under this Agreement or applicable law.

6. No Control of Resale Price.

The parties acknowledge and agree that this provision establishes only a Minimum Advertised Price policy and is not intended to establish, fix, control, or otherwise restrict the actual resale price at which Buyer may sell any Covered Product. Buyer remains free to determine its own resale prices, subject to applicable law.

7. Independent Pricing Decisions.

Buyer acknowledges that its resale prices are determined independently by Buyer. Nothing in this Agreement shall be construed to require Buyer to adhere to any particular resale price or to prohibit Buyer from selling a Covered Product at a price below MAP where the price is not publicly advertised in violation of this provision.

Part 4 Dispute Remedy

Mandatory Binding Arbitration; JAMS

1. Agreement to Arbitrate.

Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the UI Medical, LLC Direct To Business Internal Portal (the “Portal”), any quotation, purchase order, order, invoice, sale, delivery, product, service, transaction, or other business relationship between Customer and UI Medical, LLC (“UI Medical”), including any dispute concerning the formation, interpretation, performance, breach, termination, validity, enforceability, or scope of these Terms, shall be resolved exclusively by final and binding arbitration administered by JAMS.

The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except to the extent that the JAMS Rules or applicable law require different procedures for a consumer arbitration. The JAMS Rules are incorporated into these Terms by reference.

2. Commercial and Consumer Customers.

For purposes of this arbitration provision, a Customer purchasing products or services primarily for business, commercial, resale, professional, or organizational purposes shall be treated as a commercial customer, and the arbitration shall be administered under the JAMS Comprehensive Arbitration Rules and Procedures applicable to commercial disputes.

If Customer qualifies as a “consumer” under applicable law or under JAMS' applicable consumer arbitration policies, the arbitration shall be administered in accordance with the JAMS Comprehensive Arbitration Rules and Procedures as modified by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness, as such policy may be amended from time to time. Nothing in these Terms shall require a consumer to pay arbitration fees or costs in excess of those permitted by applicable law or JAMS' applicable consumer standards. The parties acknowledge that JAMS' current consumer standards provide, among other things, that a consumer initiating arbitration generally pays no more than $250 in filing fees and that applicable consumer protections concerning access to arbitration, remedies, counsel, discovery, and costs shall apply.

3. Exclusive Forum; Venue.

The arbitration shall be conducted by one neutral arbitrator, unless the parties mutually agree otherwise in writing. For commercial customers, the legal seat and venue of the arbitration shall be Los Angeles County, California, and any in-person hearing shall be conducted at a JAMS facility or other location selected by JAMS or the arbitrator within that venue, unless the parties agree otherwise.

The arbitrator may conduct proceedings by telephone, videoconference, or other electronic means where appropriate. For any Customer subject to JAMS' Consumer Minimum Standards, the location and manner of the arbitration shall be determined consistently with those standards so that the Customer's access to arbitration is not unreasonably impaired.

4. Court Relief in Aid of Arbitration.

Notwithstanding the foregoing arbitration requirement, either party may seek temporary, preliminary, or emergency injunctive or other provisional relief from a court of competent jurisdiction when necessary to preserve the status quo, prevent immediate and irreparable harm, protect confidential or proprietary information, prevent misuse of intellectual property, prevent unauthorized access to the Portal, or secure or preserve assets pending arbitration.

Seeking such provisional relief shall not constitute a waiver of the right or obligation to arbitrate any underlying dispute.

5. Arbitrator's Authority. 

The arbitrator shall have exclusive authority to determine disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration provision and these Terms, including any contention that all or any part of these Terms is void or voidable, subject to any limitations imposed by applicable law.

The arbitrator may award any remedy that would be available to a party under applicable law, including monetary damages, equitable relief, specific performance, injunctive relief, and attorneys' fees and costs where authorized by these Terms or applicable law.

6. Attorneys' Fees and Costs.

To the maximum extent permitted by applicable law, UI Medical shall be entitled to recover its reasonable attorneys' fees, costs, expenses, and other amounts incurred in connection with any arbitration, litigation, court proceeding, collection proceeding, or other enforcement proceeding arising from or relating to Customer's breach of these Terms, including Customer's failure to pay amounts properly due to UI Medical.

The arbitrator shall have authority to award such fees and costs to UI Medical where authorized by this provision and applicable law.

Nothing in this provision shall be construed to require a consumer to pay attorneys' fees or costs where such an award is prohibited by applicable law or JAMS' applicable Consumer Minimum Standards.

7. Collection and Payment Disputes.

Any dispute concerning the payment, nonpayment, late payment, collection, validity, or amount of any invoice or other amount owed to UI Medical shall be subject to this arbitration provision.

Unless prohibited by applicable law, Customer shall remain obligated to timely pay all undisputed invoices, charges, and other amounts due to UI Medical while any dispute or arbitration is pending. The commencement of an arbitration or other dispute-resolution proceeding shall not, by itself, suspend, defer, offset, or otherwise excuse Customer's obligation to pay undisputed amounts when due.

Customer shall provide written notice of any good-faith dispute concerning an invoice or charge within [ten (10)] days after receipt of the applicable invoice, identifying in reasonable detail the amount disputed and the basis for the dispute. Amounts not timely disputed shall be deemed undisputed for purposes of this provision, except to the extent otherwise required by applicable law.

UI Medical may pursue collection of undisputed amounts in any court of competent jurisdiction or through any other lawful collection process without waiving its right to require arbitration of any underlying dispute that is subject to arbitration.

8. Confidentiality.

The parties shall maintain the confidential nature of the arbitration, including pleadings, discovery, documents exchanged, testimony, hearings, settlement communications, and the arbitration award, except to the extent disclosure is reasonably necessary to enforce, confirm, challenge, or vacate an arbitration award; comply with applicable law, regulation, subpoena, or court order; obtain legal, accounting, insurance, financing, or professional advice; enforce or collect a judgment; or protect or enforce a party's legal rights.

The arbitrator shall have authority to issue protective orders and other appropriate orders to protect confidential information, trade secrets, proprietary information, customer information, pricing information, business plans, product information, intellectual property, and other commercially sensitive information.

The confidentiality obligations contained herein shall survive termination of these Terms and conclusion of the arbitration.

9. Electronic Contracting and Records.

Customer expressly agrees that these Terms, the Portal, electronic orders, purchase orders, acknowledgments, invoices, confirmations, notices, consents, and other electronic records may be created, accepted, executed, transmitted, stored, and authenticated electronically and shall have the same force and effect as a written document bearing an original handwritten signature to the fullest extent permitted by applicable law.

Customer's registration for, access to, or use of the Portal, including clicking an acceptance button, checking an acceptance box, submitting an order, or otherwise electronically indicating assent to these Terms, constitutes Customer's electronic signature and affirmative acceptance of these Terms, including this arbitration provision.

Customer agrees that electronic records maintained by UI Medical in the ordinary course of business, including Portal records, account records, order histories, electronic communications, invoices, payment records, and system logs, shall be admissible as evidence of the transactions and Customer's acceptance or use of the Portal, subject to applicable evidentiary rules.

10. Class, Collective, and Representative Actions.

To the fullest extent permitted by applicable law, each party agrees that any arbitration shall be conducted solely on an individual basis and not as a class, collective, consolidated, or representative action. No arbitrator shall have authority to combine or aggregate claims of different persons or entities or conduct any proceeding in a representative capacity.

Nothing in this provision shall waive or restrict any right that cannot lawfully be waived under applicable law, including any rights that JAMS' Consumer Minimum Standards require to remain available.

11. Governing Arbitration Law.

The arbitration agreement contained in these Terms shall be governed by and enforced under the Federal Arbitration Act, 9 U.S.C. §§ 1–16, to the maximum extent applicable. To the extent the Federal Arbitration Act does not apply, the arbitration agreement shall be governed by the laws of the State of California, without regard to its conflict-of-laws principles. The arbitration shall be administered by JAMS in accordance with the JAMS Rules in effect when the arbitration is commenced, subject to any mandatory consumer protections or other requirements imposed by applicable law.

12. Judgment and Enforcement.

The arbitrator's award shall be final and binding on the parties. Judgment upon the award may be entered and enforced in any court having jurisdiction. The parties consent to the jurisdiction of any court of competent jurisdiction for purposes of confirming, enforcing, modifying, or vacating an arbitration award, or for seeking permissible provisional or injunctive relief in aid of arbitration.

13. Severability.

If any portion of this arbitration provision is determined to be invalid or unenforceable, that portion shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect, except where applicable law requires otherwise.

14. Survival.

This arbitration provision shall survive the expiration, termination, cancellation, or completion of any transaction, order, account, Portal access, or other relationship between Customer and UI Medical.

15. Governing Law.

These Terms are governed by the laws of California in the United States, as outlined in the relevant section of this document, without regard to conflict of laws principles.

EXHIBIT A

LIST OF QuickChange® Incontinence Wrap SKU's

QuickChange Men's Incontinence Wrap	QCW08
QuickChange Men's Incontinence Wrap	QCW10 (QCWAMAZON10)
QuickChange Men's Incontinence Wrap	QCWB2C25
QuickChange Men's Incontinence Wrap	QCWRPKUS35
QuickChange Men's Incontinence Wrap	UIM2050B2C
QuickChange Men's Incontinence Wrap	QCWRUS70
QuickChange Men's Incontinence Wrap	UIM2025B2C
QuickChange Men's Incontinence Wrap	QCWRUS35140
QuickChange Men's Incontinence Wrap	QCWB2C400