Terms and Conditions

Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Trellis Rx, LLC (“Trellis Rx,” “we,” “us” or “our”), concerning your access to and use of our website trellisrx.com, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Please note: These Terms affect your legal rights, responsibilities, and obligations, and govern your use of the Site. These Terms are legally binding, limit Trellis Rx’s liability to you, and may require you to indemnify us. As permitted by law, you agree to arbitrate disputes and waive jury trial and class actions.

By using the Site, you acknowledge and accept these Terms and any Additional Terms, and you consent to the collection, use, and sharing of your information and other activities as described in our Privacy Policy. If you do not agree to these Terms and any Additional Terms, please do not use the Site.

Changes to these Terms

These Terms may change over time, in which case we will post the modified Terms on this page and change the “Last Updated” date. It is your responsibility to periodically review these Terms to stay informed of any updates. Your use of the Site following a change to these Terms signals your acceptance of the modification(s). You must cease using the Site if you do not agree to be bound by the revised Terms.

Intellectual Property

The Site may contain (i) materials and other items relating to Trellis Rx and its products and services including layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Site such as the selection, compilation, assembly, arrangement, and enhancement of the Site; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Trellis Rx; and (iii) other forms of intellectual property (all of the foregoing, collectively, the “Content”). The Content is protected by law, including copyright, trademark, and other intellectual property laws. Any use of the Content other than as expressly permitted by these Terms may constitute infringement. All rights not expressly granted to you are reserved by Trellis Rx and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Site and/or Content for any purpose is prohibited.

Use of the Site

Trellis Rx authorizes you to use the Site for personal or non-commercial use only to access information about Trellis Rx and its products and services. Such use may include printing out and downloading pages or forms available on the Site. You agree that, except as otherwise authorized, you will not:

• Use the Site for any commercial or political purpose (including, without limitation, for purposes of collecting prices).
• Engage in any activities through or in connection with the Site that: harm, or attempt to harm, any individuals or entities; are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, scandalous, inflammatory, pornographic, profane, abusive; violate any right of any third party; could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or are otherwise objectionable to Trellis Rx.
• Decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, hidden text, or algorithms of the Site by any means whatsoever or modify any software (in either object code or source code) or other products, services, or processes accessible through any portion of the Site.
• Engage in any activity that interferes with a user’s access to the Site or the Site’s proper operation, or otherwise causes harm to the Site, Trellis Rx, or other users of the Site.
• Interfere with or circumvent any security feature (including any digital rights management mechanism, device, or other content protection or access control measure) or any other feature that restricts or enforces limitations on use of or access to the Site or the Content.
• Harvest, scrape, or otherwise collect or store any information, including personal information, from the Site.
• Attempt to gain unauthorized access to the Site (e.g., the employees-only portions of the Site) or other computer systems or networks connected to the Site; attempt to probe, scan, or test the vulnerability of a system or network; or attempt to breach security or authentication measures without proper authorization.
• Use the Site to transmit information that is in any way false, fraudulent, or misleading.
• Monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, bot, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.
• Frame or utilize framing techniques to enclose any Content (including any images, text, or page layout).
• Remove any copyright, trademark, or other intellectual property or proprietary notices or legends contained in the Content;
• Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate, or transfer to any third party or on any third-party application or website, or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of Trellis Rx.
• Insert any code or product to manipulate the Content in any way that adversely affects the Site or attempt to interfere with service to any user, host, or network.
• Otherwise violate these Terms.

Trellis Rx, in its sole discretion and without advance notice, may immediately suspend or terminate the availability of the Site and/or Content (and any elements or features of the same), in whole or in part, for any reason and without liability.

Third-Party Websites and Content

The Site may display, include, or make available content, data, information, applications, or materials from third parties or provide links to certain third-party content that is not owned, controlled, or operated by Trellis Rx. Any interactions, transactions, or other dealings that you engage in with any third parties found on or through the Site are solely between you and the third party. By using the Site, you acknowledge and agree that Trellis Rx is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of third-party services. You hereby agree to indemnify Trellis Rx against all claims, injury, and/or damages arising out of your use of any third-party service.

Feedback

In your communications with us, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services. Should you view the Site and respond with information (excluding personal information, which is addressed under the Privacy Policy) including questions, comments or suggestions regarding the Site or the Content (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and Trellis Rx shall have no obligation of any kind with respect to such Feedback. You further understand that by submitting Feedback to Trellis Rx, you grant Trellis Rx a perpetual, irrevocable, royalty-free, fully paid-up, worldwide right and license to copy, modify, create derivative works from, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback (including all intellectual property rights therein), for any and all commercial and non-commercial purposes with no obligation of any kind to you.

Privacy Policy

We care about data privacy and security. Please review the Trellis Rx Privacy Policy. Our Privacy Policy details the steps we take to protect your personal information when you visit our Site or interact with the Site including how we process personal information relating to you, including the types of personal information that we collect, the purposes for which we use it, the types of third parties with which we share it, and any rights you may have with respect to such information. By using the Site, you consent to the collection, use, and sharing of your information and other activities as described in our Privacy Policy.

Disclaimers

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE NEITHER TRELLIS RX, NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS, AND/OR EMPLOYEES (COLLECTIVELY, THE “TRELLIS RX PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH OR OTHERWISE RELATED TO THE SITE, INCLUDING THE CONTENT OR FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SERVICE. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONALITY OF THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES, MALICIOUS SOFTWARE, OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR PERSONAL INFORMATION MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR OTHER CONTENT TO US AND/OR BY POSTING INFORMATION ON THE SITE, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED, OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND THE TRELLIS RX PARTIES OTHER THAN PURSUANT TO THESE TERMS.

Medical Disclaimer

Our Site may contain various medical and health-related Content intended for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard or delay seeking professional medical advice because of something you have read on our Site.

IF YOU ARE HAVING A MEDICAL EMERGENCY, PLEASE CONTACT EMERGENCY PERSONNEL (911) IMMEDIATELY.

Trellis Rx does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on this Site.

Indemnification

You agree to defend, indemnify, and hold harmless the Trellis Rx Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (1) your use of the Site; (2) your breach or alleged breach of these Terms; (3) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (4) your violation of the rights of any third party, including any intellectual property, publicity, confidentiality, property, or privacy right rights; or (5) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. You will not, in any event, settle any claim without our prior written consent and you agree to cooperate with our defense of any such claim.

Limitation of Liability

IN NO EVENT WILL THE TRELLIS RX PARTIES BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM: (I) THE SITE; (II) THESE TERMS; (III) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY; (IV) USE OF THE SITE, TOOLS, OR SERVICES WE OR ANY THIRD PARTY PROVIDES THROUGH THE SITE INCLUDING ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION OR CONTENT CONTAINED ON OR ACCESSED THROUGH THIS SITE; OR (V) THE INTERACTION BETWEEN OUR SITE AND ANY THIRD-PARTY SERVICE BY A TOOL OR SERVICE ON OUR SITE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

As permitted by applicable law, the foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Trellis Rx Parties we readvised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Site).

EXCEPT AS MAY BE PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS OR AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TRELLIS RX PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TRELLIS RX IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

Dispute Resolution

Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the U.S. Federal Arbitration Act. You and Trellis Rx agree that this Section satisfies the “writing” requirement of the U.S. Federal Arbitration Act. This Section can only be amended by mutual agreement.

If any controversy, allegation, or claim arises out of or relates to the Site, the Content, these Terms, or any Additional Terms (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution. Our notice to you will be sent based on the most recent contact information that you provide us. If no such information exists, or if such information is not current, then we have no obligation under this Section. Your notice to us must be sent to info@trellisrx.com or to:

Trellis Rx, LLC

1180 W. Peachtree Street

22nd Floor

Atlanta, GA 30309

For a period of sixty (60) days from the date of receipt of notice from the other party, you and Trellis Rx will engage in a dialogue to attempt to resolve the Dispute, though nothing will require either you or Trellis Rx to resolve the Dispute in this manner.

Arbitration. If we cannot resolve a Dispute as set forth above within sixty (60) days of receipt of the notice, then to the fullest extent not prohibited by applicable law, any and all disputes between you and Trellis Rx of any nature arising out of any transaction or relationship related to this Site or these Terms shall be resolved by arbitration in accordance with this Section. BY USING THE SITE AND AGREEING TO ARBITRATION YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. You and Trellis Rx expressly delegate to the arbitrator the authority to determine the arbitrability of any dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.

You may begin an arbitration proceeding by sending an email to info@trellisrx.com or sending a letter requesting arbitration to:

Trellis Rx, LLC

1180 W. Peachtree Street

22nd Floor

Atlanta, GA 30309

Disputes will be resolved solely by binding arbitration in accordance with the then-current consumer Arbitration Rules of the American Arbitration Association (“AAA”). If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to arbitrate the Dispute, then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures or by any other arbitration administration service that you and an officer or legal representative of Trellis Rx consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Trellis Rx to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Trellis Rx will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will (i) apply applicable law and the provisions of these Terms and any Additional Terms; (ii) determine any Dispute according to applicable law and facts in the record and no other basis; and (iii) issue a reasoned award only in favor of the party seeking relief and only to the extent such relief is warranted by that party’s claim. This arbitration provision shall survive termination of these Terms.

Class Action and Trial by Jury Waiver.

DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AND TRELLIS RX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE TO WAIVE TRIAL BY JURY IN ANY DISPUTE.

Governing Law and Venue

These Terms and any applicable Additional Terms will be governed by and construed in accordance with the laws of the State of Georgia, United States of America, and resolved in the courts of the State of Georgia in Atlanta, Fulton County, Georgia or in the U.S. District Court for the Northern District of Georgia, without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.

International Issues

Trellis Rx controls and operates the Site from its U.S.-based offices. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

Electronic Contracting

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Site it is intended to be an electronic signature that binds you as if you had signed on paper. You agree that your use of the Site, other than to read the Terms (or Additional Terms) and Privacy Policy, constitutes agreement to the Terms, and any applicable Additional Terms, then posted without further action by you.

Assignment

Trellis Rx may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Trellis Rx.

Complete Agreement and Severability

Unless otherwise specified, these Terms constitute the entire agreement between you and Trellis Rx. If any part of these Terms is held illegal or unenforceable, the remainder of the Terms shall be unaffected and shall continue to be fully valid, binding, and enforceable. The failure of Trellis Rx to act with respect to a breach by you or others does not waive Trellis Rx’s right to act with respect to subsequent or similar breaches. Trellis Rx’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing signed by an officer of Trellis Rx.

Termination; Survival

We may suspend or terminate your access to the Site, in whole or in part, at any time, without notice, for any reason, and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Trellis Rx under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from Trellis Rx, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any applicable Additional Terms which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Trellis Rx in these Terms as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, jury waiver, and mandatory arbitration.

Contact Us

Questions regarding these Terms may be directed to info@trellisrx.com.