Terms of Use

General

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEB SITE AND/OR YOUR DISPENSARY (COLLECTIVELY, THE “DISPENSARY”).  THESE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE SITE.  USING THE SITE INDICATES THAT YOU ACCEPT THESE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, YOU DO NOT HAVE PERMISSION TO USE THE SITE.  IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER, OR THE APPLICABLE ENTITY, TO THE THESE TERMS OF SERVICE; (II) YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THESE TERMS OF SERVICE.

Wellevate, LLC reserves the right at any time to: (a) change the terms and conditions of this Agreement; (b) change the Site, including eliminating or discontinuing any Products and/or other feature of the Site; and/or (c) deny or terminate your use of and/or access to the Site.  Except as may be otherwise disclosed on the Site or in correspondence to you, any changes Wellevate makes will be effective immediately upon our making such change(s) available on the Site or otherwise providing notice thereof.  You agree that by using the Site after the change has been implemented, you are accepting of the change(s).  As such, you are advised to review the terms of use each time you use the Site.

Copyright and Service Mark Information

Copyright © 2016 Wellevate, LLC.  All Rights Reserved.
This Site, including any related or referenced site owned or operated by Wellevate, LLC which contains a link to these Terms (each such web site, is included within the definition of “Site”), and the information which it contains, is the property of Wellevate, LLC and its affiliates and licensors.  The Site is protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable.  Except as set forth in these Terms, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile or disassemble any part of the Site without our prior written permission.  You acknowledge that you do not acquire any ownership rights by using the Site.  The trademarks, logos, and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered service marks of Wellevate, our licensors and suppliers, and others.  Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any service mark without the express written permission Wellevate, LLC.

General

Wellevate, LLC is owned and operated by Emerson Ecologics, LLC.  All notices should be sent to:
Emerson Ecologics, LLC
1230 Elm Street, Suite 301
Manchester, NH 03101

Eligibility

 In order to use Wellevate, you must be a qualified healthcare professional who has submitted a current license, degree, or health practitioner certificate to Wellevate for review, or the patient of a provider that has subscribed to receive emails and other messages and content for us and/or the provider, including without limitation, the provider's vitamin and supplement recommendations and refill notices.

You also agree that by using the Site, you use it in accordance with any applicable federal, state, local, or license board’s laws, regulations, or ethical standards.  It is your responsibility to assure that the use of the Site complies with any such laws, regulations, or ethical standards, and Wellevate does not provide any advice concerning your use of the Site or requirements with its use.

Purchases and Payments

 Products for sale through the Site will be set at MSRP. You have the ability to discount the MSRP prices up to the margin percentages noted in your dispensary.  Wellevate, LLC will charge you a service fee of fifteen (15) percent of the stated MSRP price for the use of its software and services, and you will also be charged the agreed upon price for products ordered and shipped to your patients.

W utilizes a third party service called Stripe to facilitate payments between you and your patients.  Stripe will process the payment order by your patients and distribute from the collected funds, Wellevate, LLC’s service costs and the costs of the product and shipping, with remaining proceeds deposited to your bank account.  In the event funds for a patient purchase are withheld or otherwise unavailable for payment, you will still be charged for Wellevate, LLC’s services and the cost of the product and shipping.  The use of Wellevate, LLC requires the use of Stripe, and Stripe may require additional information to set up an account to facilitate payments and also to maintain the use of your account with Stripe.  Failure to comply with Stripe’s request could result in deactivation of your dispensary with Wellevate, LLC.

Please see Stripe’s Terms of Service (https://stripe.com/us/terms/) with any questions regarding Stripe.

Sales Tax

You are the vendor/retailer/seller of record with respect to the sale of products through the Dispensary, and you agree to comply with all applicable tax laws, ordinances, and regulations, including any licensing or reporting requirements. 

The Dispensary automatically calculates, collects, and remits sales tax on your behalf using a third party tax engine.  The tax engine contains all applicable tax rates levied by tax jurisdictions in the U.S., along with information about the items that are taxable in each of those jurisdictions.  Products will be subject to sales tax based on general sales tax rates, the applicable sales tax will be applied to the product price set by you, and the patient will pay both the cost of the product along with the sales tax.  Wellevate, LLC does not guarantee that the tax engine will meet all of your tax requirements, including but not limited to: providing support for sales tax exemptions based on the identity of any individual, company, or other entity or the intended use of a product by any purchaser; calculating any sales tax in U.S. territories; or calculating any other taxes or fees that may apply to your sales through the Dispensary.  There are no extra charges or fees for this service, and you accept any amounts Wellevate, LLC remits on your behalf at the rates determined by the tax engine as full satisfaction of our obligations in connection with this service.  Be advised that Wellevate, LLC may provide your information to taxing authorities as part of tax reporting and/or registration processes, as applicable.

Wellevate, LLC will provide you with document support in any tax assessments, audits, or adjustments upon request; however you remain responsible for all tax liabilities under applicable laws.  Wellevate, LLC will also provide you with document support for no more than three years after the date of a sale through the Dispensary, as reported on Wellevate, LLC’s consolidated sales tax filings, as well as its sales tax registration numbers by jurisdiction, upon request.  Wellevate, LLC may assess additional fees at its discretion for any requested product and/or tax research, reporting requests (not related to an audit) for data broken down by city/county/district, etc.; monthly reporting; or invoice images.  Wellevate, LLC may offer, at its discretion, sales tax refunds for products purchased prior to January 1, 2019; however, returns will be limited.

Your obligations also include making any filings as required by applicable jurisdictions, retaining relevant documents, and providing Wellevate, LLC notice of any audits and audit results related to sales of products through the Dispensary. 

Remember that it is your responsibility to understand and comply with relevant laws, ordinances, and regulations.  Wellevate, LLC cannot provide tax advice or guarantee that the Dispensary sales tax features meet all of your tax requirements; please consult with your tax advisor if you have any questions. 

Shipping

Wellevate, LLC will pass your patient order to Emerson Ecologics for fulfillment and Emerson Ecologics will drop ship on your behalf.  Any cost of shipping will be in accordance with stated shipping costs and will be collected and charged directly to the patient to cover any and all shipping costs.

Chargebacks

Even though we will process payments on your behalf from your patients for orders placed through Wellevate, LLC, ultimately you are responsible for ensuring all amounts due to us are paid. In the event that payment from your patient is not collected for any reason including but not limited to a failed or rejected credit card or a disputed charge, you will be (and by utilizing Wellevate, LLC agree to be) responsible for payment to Wellevate, LLC [and Emerson]. While as part of the service we render to you through Wellevate, LLC, we may make certain reasonable efforts to obtain payment from your patient on your behalf (and the decision to undertake such efforts and, if undertaken, the nature and extent of such efforts shall be determined by us in our sole discretion) we reserve the right to cease any such efforts which we may undertake on your behalf at any time and charge you for the failed payment to us.

Usernames and Passwords

 You are responsible for maintaining the security of your account, passwords, and files.  Wellevate, LLC will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password on-line, by email or by phone, or through a third party service, if any, through which you access the Products.  Wellevate, LLC has no knowledge of your organizational structure, if you are registering for the Products as an entity, or your personal relationships, if you are a person.  Wellevate, LLC shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password.

Warranty Disclaimer

Wellevate, LLC is a supplier of products manufactured by third parties and does not manufacture any of the products sold through this Site.  Accordingly, Wellevate, LLC makes no warranties, express or implied or warranties of effectiveness or sufficiency for a particular purpose with respect to any products sold through this Site and all such warranties express or implied are hereby expressly disclaimed.

Indemnification

By utilizing this Site you hereby either individually or for the entity on behalf of which you are acting, agree to indemnify and hold harmless Wellevate, LLC from any and all claims, causes of action, losses and damages monetary and otherwise which may be incurred or suffered by any person (including end users) purchasing or obtaining products through you from this Site. 

Limitation of Liability

Without limiting the extent and scope of the foregoing warranty disclaimer and indemnification obligations under no circumstance shall Wellevate, LLC be obligated to you or any person obtaining products from this Site through you for any amounts other than a refund for the products sole obtained and under no circumstances shall Wellevate, LLC be responsible or liable for any ordinary, special, compensatory, punitive or other damages of any kind or nature.