REPSCRUBS®

Terms and Conditions

1. NOTICE TO MEMBER

The registered vendor participant in the RepScrubs® program, (“Member”) acknowledges www.repscrubs.com (“Website”) and all its information as (“Content”). The point of sale vending system identified below as a (“ScrubPort®”) which is loaded with pre-packaged disposable surgical scrub sets, referred to as (“RepScrubs®”), along with coveralls and lab coats, each prepackaged and labeled in plastic bags from Prescient Logistics, LLC. d/b/a RepScrubs® referred to here as (“Company”). The Member further acknowledges he/she has executed a registration and agreement with the Company to purchase, use, and wear RepScrubs® in all participating hospitals and medical centers, and accepts the following conditions set forth in this Terms and Conditions document referred to as (“Agreement”) by both (“Company”) and (“Member”).

2. MEMBER REGISTRATION

Member agrees to allow the Company to take reasonable measures as necessary, to verify the accuracy and completeness of any information submitted when registering as a Member of RepScrubs®. Member agrees he/she has not, and will not provide incomplete, false, or misleading information as part of the membership registration process or when providing any other information to the Company and/or others in connection with his/her membership.

3. MEMBERSHIP PROFILE

The Company provides space on the Website in which Member establishes a membership profile with personal information. As a term and condition of this service, Member warrants to the Company that the Member’s profile will not be used for any purpose that is unlawful or prohibited by this Agreement. Specifically, Member agrees not to upload content which is libelous, defamatory, obscene, and/or pornographic, threatening, abusive, illegal, false, or otherwise objectionable that would constitute or encourage a criminal offense, violate this Agreement, or that would otherwise give rise to liability or violate any law. The Company reserves the right to deny Member access to any part of this service at its sole discretion. Member is responsible for all material that is uploaded to his/her profile. The Company makes no endorsement, representation or warranty with respect to statements made within any Member profile. In general, subject to the Company’s privacy policy, the Company will not monitor or edit the contents of any Member profile unless required in the course of normal maintenance of the Website and its systems or unless required to do so by law or in the good-faith belief that such action is necessary: (1) to comply with the law or comply with legal process, (2) to protect and defend the legitimate business interests, rights or property of the Company, its Members, users, advertisers, sponsors and/or affiliates; or (3) to act in an emergency to protect the personal safety of our clients, Members or the public. Member will remain solely responsible for the content of his/her membership profile. The Company has the right, but not the obligation, to monitor and edit or remove any content within the Member’s profile. By uploading text, photos, or any other information into the Member’s profile, the Member acknowledges that he/she is submitting personal information to the Company and to the Website. By doing so, Member automatically grants the Company, their disclosed employer and hospital administration an irrevocable license to view Member’s personal information with the exception of a secure PIN and credit card information. Member is responsible for maintaining the accuracy of Member’s profile information and is responsible for notifying the Company of any changes to such profile information.

4. MEMBERSHIP ACCOUNT

A RepScrubs® Membership account is an annual account which will be automatically renewed on the Member’s anniversary date. An annual non-refundable membership activation fee will be charged at the time of registration, and on each Member’s anniversary thereafter. If a Member chooses not to renew his/her annual membership, the Member must provide the Company written notice 30 days prior to the Member’s anniversary date and immediately remove the credit card on file to avoid further automated membership renewal charges. A RepScrubs® annual membership charge is nonrefundable and nontransferable. Upon completing the registration process for a new membership, a Member will be assigned a Membership ID Number along with a temporary Personal Identification Number (PIN). Members will then be asked to change their temporary (PIN) to a private number of the Member’s choosing. Members are responsible for maintaining the confidentiality of their Membership ID Number and PIN, and for all activities that occur under their Membership ID Number and PIN. Member agrees not to allow any other person(s) to use or access Member’s private membership account. To support hospital security and ensure proper I.D badge allocation Member acknowledges that private Member ID and PIN used for Website and ScrubPort® access are to be used only by the registered Member. Member further acknowledges that any purported or attempted assignment, transfer or allowed use of his/her personal account number by a third party shall be cause for immediate termination of that Member’s account. Member agrees to notify the Company of any unauthorized use of Member’s account, or any other breach of security immediately upon discovering such a breach or misuse. The Company will not be held responsible in any manner for the misuse of any Member’s account.

5. PREPAID REPSCRUBS® CREDIT ACCOUNT

Member agrees to establish a Prepaid Credit Account at the time of registration and to maintain a sufficient balance in the Member’s Prepaid Credit Account to cover applicable purchases and transactions. Please note that there will be two initial charges on the credit card provided. These charges represent; (1) the Non-Refundable Annual Membership Fee, (2) the amount chosen by the Member as a Prepaid Credit balance for RepScrubs® purchases made on their account.

6. MAINTAINING THE PREPAID CREDIT ACCOUNT

Member authorizes the Company to automatically charge the Member’s credit card on file when the Member’s Prepaid Credit Account balance decreases to $20.00 or less. The Company will automatically replenish the account to the amount selected by the Member during registration and as listed in the Member’s profile by charging that amount against the authorized credit card on file, and the Company will credit that amount to the Member’s Prepaid Credit Account. The Member authorizes the Company to replenish the Prepaid Credit Account as often as necessary to maintain a positive account balance. Member is responsible for monitoring the status of the Prepaid Credit Account and to ensure that the account has sufficient funds to cover all purchases and transactions. The Member acknowledges that no interest shall be paid nor due to the Member on the Prepaid Account balance.

7. PREPAID ACCOUNT

If a Member chooses to close or terminate their annual membership, the Member must immediately remove their account credit card on file to prevent further automated replenishment charges, and provide the Company written notice of said termination. A Member’s Prepaid Credit Account can only be used to purchase Company product. Any balance held in a Member’s Prepaid Credit Account is transferrable but not refundable. Balances may be transferred to another active RepScrubs® Member within Ninety (90) days following account termination. After Ninety (90) days from the date of membership termination any credits remaining in the Prepaid Credit Account will be forfeited to the Company.

8. MONTHLY STATEMENT CHARGE

A deduction of $1.50 will be made from the Member’s Prepaid Account when a monthly statement of the Member’s Account is requested to be mailed or e-mailed. Member’s statements may be accessed for free through Member login at www.RepScrubs.com. Internet availability of the Member statement is a courtesy and is not guaranteed.

9. RESTRICTIONS ON USE OF MATERIALS

Unless otherwise noted, all materials and information, including, without the limitation of all text, data, designs, pictures/photographs, graphics, images, illustrations, icons, links, audio and video, that are part of the Website collectively recognized as Content, are protected by copyright and patent rights. These rights are owned and operated by the Company. Members agree to abide by all additional copyright notices, information and/or restrictions contained in any Content accessed through the Website or as part of any Company product or service. No Content from the Website may be copied, reproduced, and framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way without the prior written consent of the Company. If Members wish to build a hyperlink to the Website, then they may do so provided they agree to cease such link upon request from the Company. No other use is permitted without the prior written consent of the Company. Unauthorized modification of the Content or use of the Content for any purpose is a violation of patent, copyright and other proprietary rights. For purposes of these terms, the use of any Content on any other Website or networked computer environment is prohibited. This section titled “Restrictions on Use of Materials” is not intended to restrict or limit a Member’s right or ability to use their own personal information.

10. PRIVACY

At registration, Members consent to having their Member data shared when or with:

(i) Company employees in the course of performing their normal duties,

(ii) a Member’s company employer identified during member registration,

(iii) hospital and health system administrators,

(iv) Company affiliates and partners who require access to Member profile data to enhance REPSCRUBS services and business practices,

(v) if the Member has consented or otherwise given us permission to share data in writing,

(vi) If we have aggregated or de-identified the information, so that it cannot reasonably be used to identify the individual member,

(vii) if required by applicable law or legal process, or if we believe it is in accordance with applicable law or legal process; (

viii) in connection with selling, merging, transferring, or reorganizing all or parts of our business.

For more information, see our privacy policy posted on the Website.

11. TERMINATION

The Company has the right to terminate a Member’s membership account, and their ability to use or access Company product, services or the Website at any time without notice. Members may terminate these terms and conditions at any time by providing written notification to the Company of their intent to terminate, removing any credit card information from their online account, and destroying all Content obtained from the Website, including, without limitation, all personal information that was texted and uploaded during the membership registration process. Upon termination, Members must destroy all Content obtained from the Website and all copies thereof, whether made under these terms or otherwise. The Company will not be liable for any damages of any nature suffered by any Member, user or any third party resulting in whole or in part from the Company’s exercise of its rights under these terms and conditions.

12. TRANSPARENCY OF MATERIAL AND PRODUCT DISCLAIMER

Our product has the possibility of transparency. If a Member is unfamiliar or has concerns regarding the possible transparency of disposable polypropylene scrub outfits, it is recommended that appropriate undergarments be worn. These may be classified as properly laundered athletic shorts and/or a sleeveless undershirt. If the Hospital has a specific policy regarding this issue, the Member should reference such policy as to the specific undergarments allowed. The Company and any sponsoring healthcare facility utilizing our program will not be held responsible or liable under any circumstances as it relates to a Member not properly addressing this possible transparency issue. A) The Content contained on the Website is provided “as is” and without warranties of any kind, either expressed or implied, including, without limitation, warranties of title, non-infringement or implied warranties of merchant-ability or fitness for a particular purpose. To the fullest extent permitted by law, the Company disclaims all warranties, expressed or implied, including, without limitation, warranties of title and non-infringement and implied warranties of merchant-ability and fitness for a particular purpose. The Company does not warrant that the functions contained in the Content will be uninterrupted or error-free, that defects will be corrected, or that the Website or the servers that make the Website available are free of viruses or other harmful components. The Company does not warrant or make any representations regarding the use or the results of the use of the Content on the Website in terms of its correctness, accuracy, reliability, or otherwise. All Members are responsible for any and all costs associated with membership and their posted profile.

13. LIMITATION OF LIABILITY

Under no circumstances will the Company be liable for any direct, indirect, special, incidental, punitive or consequential damages that result in any manner from the Members use or inability to use Company services, product or the Website, reliance on or use of information or services provided on or through the Website, or that result from mistakes, omissions, interruptions, deletions, errors, defects, viruses, operational delays or transmission or any failure of performance. In no event will the Company’s total liability to Members for all damages, losses, and causes of action, whether in contract, tort or otherwise, exceed the amount, if any, paid by the individual Member to the Company for accessing the Website, the ScrubPort® or any Company product or services within any thirty (30) day period.

14. INDEMNIFICATION

Members agree to indemnify, defend and hold the Company harmless from all liabilities, losses, claims, costs, expenses, including reasonable attorneys’ fees, related to Members violation of this Agreement.

15. CONTENT

The Content contained on the Website has been assembled as a service to its Members and other users of the Website. The Company does not warrant or guarantee the accuracy, reliability, completeness or adequacy of the Content or the content of any other websites to which the Website may be linked. Members access Content from the Website or the content of any other websites to which the Website may be linked do so at their own risk. Any unauthorized downloading and distribution of any copyrighted material and/or patented designs from the Website or any other websites to which the Website may be linked, without the copyright and/or patent owner’s permission, is strictly prohibited.

16. NON-TRANSFERABILITY

Member’s right to use the Website is non-transferable. Any Membership ID number, PIN or right given to a Member to obtain information is non-transferable.

17. JURISDICTION

All Members, including, without limitation, those Members who access the Website from a country other than the United States of America, agree that the laws of the State of Florida will govern any dispute arising out of or resulting from the Company’s control and operation of the Website and your accessing and use of the Website, including, without limitation, those arising out of or resulting from the Company’s use of personal information or otherwise relating to privacy, as specified in the Company’s privacy policy. These terms are governed by and must be construed in accordance with the strict laws of the State of Florida, without regard to conflicts of law doctrines except to the extent that certain matters may be preempted by federal law. Members agree that no joint venture, partnership, employment, or agency relationship exists between the Company and Member as a result of this Agreement or the use of the Website. Members also agree that any action at law or in equity arising out of or relating to these terms will be filed only in the State Courts and the jurisdiction serving in Seminole County, Florida; and Members hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms is determined to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. Members agree that, regardless of any law or statute to the contrary, any claim or cause of action arising out of or relating to the Website and these terms and conditions must be filed within one (1) year after the date the cause of action arose, or be barred as untimely. This is the entire Agreement between the Company and the Member relating to the subject matter herein; and it will not be modified except as provided herein or in writing, signed by the Company. To the extent that anything in or associated with the Website is in conflict or inconsistent with the Agreement, the Agreement will take precedence. The Company’s failure to enforce any provision of the Agreement will not be deemed to be a waiver of such provision or of the right to enforce such provision.

18. OTHER PRODUCTS

From time to time general information on the medical industry and related educational material may be made available on the Website to support Members. Any reference made by the Website to any specific commercial product, process, or service (or provider of such product, process or service) by trade name, trademark, hyperlink, patent, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by the Company. Content on the Website may be provided by third parties and Members. Any opinions, advice, statements, services, offers or other information expressed or made available by third parties, including information providers, reviewers, Members, users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of the Company.

19. LINKS TO OTHER WEBSITES AND SERVICES

To the extent that the Website contains links to outside services and resources, the Company does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to that service or resource.

20. REVISION

The Company reserves the right, in its discretion, to change, modify, add, or remove portions of the Agreement at any time. Please check the Agreement periodically for changes. Members continued accessing or use of the Website following the posting of changes to the Agreement will be deemed to be the Member’s conclusive acceptance of those changes and the modified Agreement.

21. MISCELLANEOUS

A) Member releases the Company, its officers, employees, or agents (collectively “Company”) from all loss, damage, or injury whatsoever from the use or performance of the Company Website, RepScrubs® and ScrubPort®. The Company shall not have any obligation or liability to the Member with respect to the use, misuse, or performance of the Website, RepScrubs® or the ScrubPort®. Member agrees to indemnify, protect, and hold harmless the Company from liability for all loss, damage, or injury to persons or property arising from the use of the Website, RepScrubs® or the ScrubPort®.

B) Member expressly understands and agrees the Company shall not be liable to Member for:

•  Any incidental, indirect, special or consequential damages, including, but not limited to, loss of use, revenues, profits, or savings, even if the Company knew or should have known of the possibility of such damages, or;
• Claims, demands, or actions against Member by any person, corporation, or other legal entity resulting from the use of the ScrubPort®, credit report inquiry, check authorization, and/or charging against Member’s credit card.

C) Member agrees to pay all costs, including, but not limited to, collection fees, attorneys’ fees, and court costs incurred by the Company in the enforcement of the terms and conditions of this Agreement, from the time the Authority engages attorneys for such matter, through all stages of litigation (if any), including but not limited to pretrial, trial, all appellate levels, pre- or post-judgment collection, User’s bankruptcy, administrative proceedings, or otherwise.

D) If for any reason Member’s Prepaid Account balance is insufficient for purchases made or any other charges due or owing to the Company, Member shall remain liable to the Company for such insufficiencies and all applicable charges, and any funds received by the Company for the Member’s account shall first be applied to reduction of such debt and then, but only then, to the credit of future transactions.

E) This Agreement shall be binding upon and inure to the benefit of Member and Member’s successors and the Company and its successors and assigns. Member shall not be permitted to assign the obligations or benefits of this Agreement without the written consent of the Company.

F) Notwithstanding anything herein to the contrary, Member agrees that if Member violates the terms of this Agreement allows another party to use Member’s password and PIN to access their account, Member shall be liable and agrees to pay all applicable charges of such use and the obligations of this Agreement shall fully bind and be applicable to Member as if Member had incurred such charges

Member shall additionally be liable for any damages, costs and fees (including but not limited to those set forth in subsection C above) expenses and liabilities incurred as a result of Member’s allowing another party to use their private password and PIN for account access. Further, the Company may fine Member, suspend, cancel or revoke Member’s membership and/or account access, for Member’s allowing another party to use their password and PIN account access numbers regardless of whether transaction charges are incurred as a result of the other party’s use.

G) The invalidity of any portion of this Agreement shall not affect any other portion of this Agreement, which shall remain in full force and effect. Any remaining valid and enforceable portion(s) of the Agreement shall operate and be interpreted as closely to the original intent as legally possible.

H) Member shall inform Company of any changes to the information contained in the Registration Account records including name, address changes, phone numbers, email, employer and credit card information.

I) The Company reserves the right to reject any Prepaid Account application, for any reason, except those prohibited by law.

J) The Company reserves the right to offset amounts owed to the Company for transactions from funds in Member’s Prepaid Account.

K) Questions regarding Member’s Account or transactions charged to Member’s Prepaid Account should be directed to the Company Customer Service Group at the address and telephone number listed below.