Standard Process Inc. and its subsidiaries and affiliated entities (referred to as “Standard Process,” “we,” or “us”) have developed a proprietary, e-commerce platform called Patient DirectTM by Standard Process® (“Patient Direct”) to facilitate the sale of Standard Process®, MediHerb®, and Standard Process Veterinary FormulasTM products (“Products”) by health care professionals to their patients. Each individual interested in using Patient Direct must open a Patient Direct account and must accept these Patient Direct Agreement Terms for Patients (“Terms”). These Terms are a legally binding contract between Standard Process and you, the account holder. Please read these Terms carefully as you must abide by then fully. Failure to do so may result in your account being terminated and other legal action taken against you. If you do not agree to be bound by these Terms, you may not access or use Patient Direct. Please scroll down through these Terms to review additional important provisions. References herein to “you” or “patient” shall mean the individual who has opened a Patient Direct account to purchase Standard Process Products from the individual’s health care professional.
You are purchasing the Products from your health care professional, upon that health care professional’s recommendation and guidance. You are not a patient of Standard Process. Standard Process does not provide medical advice or treat health conditions. You understand that the Products are not intended to diagnose, treat, cure, or prevent any disease and that Standard Process does not provide health care advice or recommendations regarding your individual health status.
Patient Direct generally works as follows: (i) You receive a private access code from your health care professional; (ii) You log on to Patient Direct and enter your access code; (iii) Your health care professional must accept your registration; (iv) You place an order from your health care professional using Patient Direct; (v) Standard Process processes the order on behalf of your health care professional and ships it directly to you.
The Products
The Products are distributed exclusively for sale to patients by health care professionals. Your health care professional may authorize only those patients located in the United States, Guam, Puerto Rico and Virgin Islands and with whom he or she has an active patient/provider relationship to use Patient Direct to place orders for Products. Under no circumstances may you promote or sell the Products to any third party.
Your Account
You must register for a Patient Direct account prior to purchasing Products through Patient Direct. If you register for an account you agree to provide truthful, accurate, and reliable information about yourself. You agree that you will keep your information accurate, current, and complete. If you provide any information that is untrue, inaccurate, or not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, or not current or incomplete, we may suspend or terminate your account and refuse any and all current and future use of Patient Direct. You will choose a password and account username during registration. You are solely responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security.
Limited License
Following registration and approval of your Patient Direct account by Standard Process, you will be granted a limited, nonexclusive, revocable, nontransferable license to access Patient Direct in accordance with these Terms. These Terms may not be waived or modified by any oral communication between you and Standard Process or you and your health care professional. Your license and rights to use Patient Direct or any components thereof may be canceled or terminated by Standard Process at any time and for any reason, including no reason at all. The foregoing license is limited and restricted, and you may not (a) sell, lease, assign, transfer, distribute, license, or sublicense your rights hereunder; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble, or decompile Patient Direct or any components thereof; (c) provide, disclose, divulge, make available to, or permit use of Patient Direct to third parties; (d) copy or reproduce all or any part of Patient Direct; (e) engage in any fraudulent, illegal, or unauthorized use of Patient Direct; (f) remove, obscure or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within Patient Direct; or (g) engage in or allow any action involving Patient Direct that is inconsistent with these Terms.
Product Pricing
Product pricing is subject to change without notice.
Taxes
All orders placed through Patient Direct will be subject to applicable sales tax.
Product Orders
Your health care professional should not provide any descriptions or make any claims about Products other than those set forth in the official written product descriptions issued by Standard Process from time to time. You should disregard any content of any additional or different product descriptions or claims that you may receive about Products. We reserve the right to limit quantities of Products purchased by you. In addition, we reserve the right to cancel any order or part of an order or refuse service for any reason. Such reasons may include but are not limited to product availability, price discrepancy, or pricing error. The order will not be deemed accepted until we charge a valid credit card or otherwise accept payment in good funds. ALL SALES PLACED BY YOU VIA PATIENT DIRECT ARE FINAL.
You should direct all questions, including those related to the Products, accessing Patient Direct and password assistance, to your health care professional. Your health care professional is solely responsible for guiding you regarding your purchases and monitoring your orders. Your health care professional is responsible for follow-up care with you, including monitoring your use of the Products. Standard Process is a manufacturer of nutritional products, not a health care professional, and as such does not recommend any Products to you or in any way monitor your order, reorder, or use of the Products. This is your health care professional’s sole responsibility.
Shipping Information
Orders will be shipped via standard carrier. You are responsible for paying shipping charges if applicable. Patient Direct will give you the option to upgrade the shipping method. Orders placed before 3 p.m. CT usually ship the same day, though this is not guaranteed. Most orders will ship within two (2) business days, but we do not guarantee the date shipments will be received. When an order is placed, an estimated delivery date and shipping options/costs will be provided to you. You and your health care professional will be able to view and track orders on the My Account page at standardprocess.com. If there is no one to receive/sign for the package(s) after three delivery attempts, the carrier will return the package(s) to Standard Process.
Resale Policy
You agree to comply with our resale policy.
Prohibited Uses of Patient Direct
Any conduct by you that we determine, in our sole discretion, restricts or inhibits any other user from using or enjoying Patient Direct will not be permitted. You agree to use Patient Direct only for lawful purposes. You may not:
1. use Patient Direct to transmit, copy, reproduce, republish, upload, post, transmit, email, or distribute in any way material or content that infringes any copyright, trademark, proprietary, or other right of any party or that violates these Terms.
2. copy, modify, distribute, create any derivative or compilation work from, or display Standard Process’ name or logo or any text, graphic images, or other content from Patient Direct or redeliver it using framing, scraping, or similar technology.
3. use any device designed to provide repeated automated access to Patient Direct other than those made generally available by Standard Process.
4. include the Standard Process logo and other marks of various products and services offered by Standard Process or any other Standard Process trademarked materials; the name of any Standard Process personnel; or any variation of these items as a metatag or hidden textual element or in any other fashion that may create a false or misleading impression of affiliation, sponsorship, or endorsement between Standard Process and you, any other party, or any other website or otherwise use these items without Standard Process’ express written permission.
5. upload, email, or otherwise transmit to Standard Process or through Patient Direct any of the following: a sexually explicit image or statement; advertising, promotional, or other unauthorized communication, including, without limitation, “junk mail,” surveys, unsolicited email, “spam,” “chain letters,” “pyramid schemes,” or other inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs that might interrupt, limit, or interfere with, damage, surreptitiously intercept, or expropriate any system, data, or information related to Patient Direct or any computer software, hardware, or other equipment that is owned, leased, or used by Standard Process.
6. use Patient Direct or any information obtained from Standard Process or through Patient Direct to advertise or perform any commercial solicitation without the prior written permission of Standard Process.
7. use Patient Direct to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, 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 otherwise violate any law.
8. use any robot, spider, scraper, or any other automated means to access Patient Direct for any purpose without the prior express written permission of Standard Process.
9. forge any Transmission Control Protocol/Internet Protocol (TCP/IP) packet header or any part of the header information in any email or posting.
10. take any action that imposes or may impose, at Standard Process’ sole discretion, an unreasonable or disproportionately large data load on the Standard Process infrastructure.
11. interfere or attempt to interfere with the proper working of Patient Direct or any activities conducted on Patient Direct.
12. bypass measures used by Standard Process to prevent or restrict access to Patient Direct; violate or attempt to violate the security or authentication measures of the system; or attempt to prove, scan, or test the vulnerability of a system or network without proper written authorization from Standard Process.
13. impersonate any person or entity; misrepresent any affiliation with another person, entity, or association; use false email or other headers; or otherwise conceal your identity from Standard Process for any purpose.
Standard Process reserves the right to disclose the identity of anyone posting or transmitting information or materials violating the above prohibitions to law-enforcement authorities or pursuant to any court order.
Intellectual Property, Products, and Written Materials
Standard Process or its content providers shall own or license all of the content, materials, and other intellectual property related to Patient Direct, including, without limit, all text, graphics, photographs, music, data, images, audio and video clips, software, names, icons, logos, images, designs, titles, words or phrases, page headers, service names, trademarks, patents, and copyrights (collectively, “Materials”). You have no rights to the Materials. Any use of the Materials, except as permitted by these Terms, is expressly prohibited.
Patient Direct and the Materials located therein (including Standard Process’ name, logos, marks and other intellectual property used in connection with Patient Direct) are registered and/or protected by U.S. and international copyright, trademark, and other laws. You agree to retain all copyright and other proprietary notices contained in Patient Direct. You may not delete or change any copyright or trademark notices and may not alter or modify the Materials in any manner without the express written permission of Standard Process.
As used herein, Marks shall mean the trademarks, services marks, and/or trade names owned or used by Standard Process. You shall not use the Marks for any purposes whatsoever, except in connection with your use of Patient Direct in a manner, context, and location that is acceptable to Standard Process and consistent with these Terms. Standard Process reserves the right to require you to make changes to your use of the Marks, even if Standard Process has previously approved or accepted your use of them. You acknowledge that the Marks are the sole and exclusive property of Standard Process and that you have no ownership right, title, or interest, express or implied, in the Marks. You shall not register the Marks with any Internet search engine, obtain a sponsored link through search engines using any such Marks, or use the Marks in any URL or website address.
Patient Direct Linking
For your general informational use only, Standard Process may provide access to third-party websites. These links allow you to leave the Patient Direct site. Standard Process is unable to verify and takes no responsibility for the contents of any third-party websites that may be linked to the Patient Direct site via hyperlink or otherwise, whether such link is provided by Standard Process or by a third party (including any responsibility for the accuracy, timeliness, or suitability of the content of any third-party websites to which Standard Process may link). By providing access to other websites, Standard Process is not recommending or supporting any third party, is not recommending the purchase or sale of any products or services of a third party and is not endorsing or acknowledging that it is affiliated with any website’s sponsoring organization. Standard Process does not expressly or by implication endorse, recommend, or make any representations or warranties related to any commercial product, process, or service (whether by trade name, trademark, service mark, generic description, or referral to a distributor or manufacturer) referred to on any third-party website or related to creation of links to Patient Direct. Before relying on any information contained on any third-party website, you are cautioned to undertake your own independent evaluation of its accuracy, completeness, usefulness, timeliness, and correct sequencing and protections against potential viruses and other malicious code in downloaded material.
Disclaimers and Limitations of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SERVICES, AND MATERIALS AVAILABLE THROUGH PATIENT DIRECT ARE FURNISHED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, ACCURACY, AND NONINFRINGEMENT). STANDARD PROCESS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE “STANDARD PROCESS PARTIES”) MAKE NO REPRESENTATION OR WARRANTY REGARDING THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS, OR PERFORMANCE OF PATIENT DIRECT; THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE, OR OTHER DISABLING DEVICE FROM ANY SOURCE; THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION BY A PARTY OTHER THAN THE STANDARD PROCESS PARTIES; ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), OR LOSS OR USE OF DATA.
USE OF PATIENT DIRECT IS AT YOUR OWN RISK. YOU AGREE THAT THE STANDARD PROCESS PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE STANDARD PROCESS PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO YOUR HEALTH CARE PROFESSIONAL TO PURCHASE THE PARTICULAR PRODUCTS THAT FORM THE BASIS OF YOUR CLAIM OR $100. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY STANDARD PROCESS IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST THE STANDARD PROCESS PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES SHALL BE WAIVED AND RELEASED.
Indemnification
IN CONSIDERATION OF YOUR USE OF PATIENT DIRECT, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE STANDARD PROCESS PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR RELATED TO YOUR BREACH OF THESE TERMS, YOUR NEGLIGENT OR WILLFUL MISCONDUCT, YOUR MISUSE OF THE PRODUCTS, YOUR VIOLATION OF LAW, OR YOUR VIOLATION OR THREATENED VIOLATION OF ANY PERSON’S OR ENTITY’S RIGHTS (INCLUDING, WITHOUT LIMITATION, COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OR PUBLICITY, CONTRACT, MORAL, CONFIDENTIALITY, OR PRIVACY RIGHTS RELATED TO PRACTITIONER CONTENT OR OTHERWISE).
Confidential Information
“Confidential Information” means these Terms, Patient Direct content, and any other information or material, whether written, visual, or oral, however presented or preserved, that is disclosed or otherwise made available to you by Standard Process relating to Standard Process and its operations, including, without limitation, all data, drawings, designs, concepts, specifications, patent applications (in draft or final form), software, prototypes, processes, procedures, research, engineering or technical specifications, design standards, contemplated or new products or services, customer and supplier lists, contract details, financial projections, budgets, business plans, marketing plans, pricing, compensation, business strategies, formulae, notes, analyses, compilations, studies, interpretations or other know-how, and any information that Standard Process receives from a third party and holds in confidence. You acknowledge and agree that: (a) the Confidential Information constitutes valuable information and trade secrets of Standard Process; (b) you will use Confidential Information solely in accordance with these Terms; and (c) you will not disclose or permit to be disclosed the Confidential Information to any third party without Standard Process prior written consent, which may be withheld for any reason. You shall take all precautions necessary to safeguard the confidentiality of the Confidential Information including, at a minimum, those precautions taken by you to protect your own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (i) publicly available; (ii) already in your possession and not subject to a confidentiality obligation; (iii) obtained by you from another source without any obligation of confidentiality; (iv) independently developed by you without reference to Confidential Information; (v) required to be disclosed by order of a court or other governmental entity, provided no less than ten (10) days prior written notice is given to Standard Process so that Standard Process may obtain a protective order or other equitable relief. Upon termination of these Terms, you shall return all Confidential Information per our instructions. Any personal information that you submit through Patient Direct will be governed in accordance with our Privacy Policy.
Copyright Agent for Claims of Copyright Infringement
Pursuant to the Digital Millennium Copyright Act, Standard Process designates the agent below to receive notifications of claimed copyright infringement. If you reasonably believe that your work has been copied in a way that constitutes copyright infringement, please provide to Standard Process’ designated agent the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
- A description of the copyrighted work that you claim has been infringed
- A description of where the material that you claim is infringing is located on the Patient Direct website
- Your address, telephone number, and email address
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
- A statement by you, made under penalty of perjury, that the information included in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Standard Process’ designated agent for notification may be contacted at:
By Mail
General Counsel
1200 W. Royal Lee Drive
Palmyra, WI 53156
By Phone
262-495-2122
By Fax
262-495-3193
By Email
info@standardprocess.com
Miscellaneous
Our privacy policy is incorporated into these Terms by reference.
If you violate any of these Terms, Standard Process may immediately suspend or terminate your account and/or take further appropriate legal action. Further, Standard Process may terminate or freeze your account for any reason, at its sole discretion.
These Terms shall not be construed to create any fiduciary or employment relationship, partnership, joint venture, franchise, agency, or any other relationship between you and Standard Process.
Standard Process is excused from any failure or delay in performance of responsibilities otherwise imposed by these Terms for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses and incompatible or defective equipment, software, or services not supplied by Standard Process.
Some mobile devices may not be capable of accessing Patient Direct in its entirety. Standard Process is not responsible or liable for any errors, inaccuracies, faults, or failures arising in connection with your attempts to access Patient Direct using a mobile device. Furthermore, you agree that you alone are responsible for all access and connectivity charges assessed by your communications carrier in connection with use of mobile or other devices.
Standard Process manages Patient Direct from offices within the state of Wisconsin in the United States. If you choose to access Patient Direct from other locations, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws and regulations. You agree that the laws of the state of Wisconsin (excluding any choice of law rules) govern your rights and obligations relating to Standard Process and your use of Patient Direct, and exclusive jurisdiction and venue for any disputes shall be the state or federal courts located in Milwaukee, Wisconsin.
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No failure to exercise and no delay in exercising, by Standard Process, any right, power, or privilege hereunder shall operate as a waiver. Any waiver by Standard Process of a breach of any provision of these Terms shall not be a waiver of any other breach and shall not be construed to be a modification of these Terms unless and until agreed to in writing by Standard Process.
Standard Process reserves the right to modify these Terms at any time. Standard Process agrees to send you written notification regarding any change in policy in these Terms and agrees to provide you a 30-day period after such notice is given to make necessary changes to comply with such changes.
Any failure or delay by Standard Process in enforcing any clause of these Terms will not be considered a waiver of the clause and will not prevent Standard Process from enforcing these Terms at a later date.