Terms of Sale
General. By purchasing products from Emerson Ecologics, LLC (“Emerson,” “we,” or “us”) through and using this web site, www.emersonecologics.com (the “Site”), you agree to the terms of sale herein (the “Terms”). Please read these Terms carefully. By accessing the Site and/or purchasing products, you agree on behalf of yourself and any entity you represent that you agree to the Terms. Emerson reserves the right to update, amend, or modify the Terms at any time and without notice, to change the Site, including eliminating or discontinuing any products, and to deny, suspend, or terminate your use of and/or access to the Site for any or no reason and without notice to you.
Site Content For Information Purposes Only. The information and content contained on the Site is provided for informational purposes only and is not meant to provide you with medical advice or for replacing your professional knowledge or judgment. The information on the Site is not a substitute for medical care or a substitute for seeing or obtaining advice from a doctor or other health care professional. You should not use the information available on or through the Site (including, but not limited to, information that may be provided on the Site by health care or service professionals employed by or contracting with Emerson) for diagnosing, treating, curing, or preventing a health problem or disease, or prescribing any medication. Information and statements regarding dietary and other health care supplements on the Site have not been evaluated by the Food and Drug Administration. The information, statements, and dietary supplements on the Site are not intended to diagnose, treat, cure, or prevent any disease.
We work to ensure that product information on the Site is correct; however, brand suppliers may make changes to products from time to time, and actual product packaging and materials may contain more and/or different information than that shown on the Site. Please consult all labels, warnings, and directions for the most accurate product information prior to using or consuming products. Other inaccuracies or typographical errors may be corrected as discovered.
The Site may contain links or references to third party sites or to content made available by third parties. Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, the suitability, efficacy, safety or quality of their products or services, or the information privacy or security of their sites.
Orders and Payments. To make a purchase on the Site, you must register for an account. You must pay for product orders by a credit card provided when you place an order; account terms or other payment methods are not permitted without the advance written approval of Emerson. Your order or payment will not be processed if you submit invalid information.
Advertised product prices do not include shipping or taxes. You are responsible for all sales taxes where applicable unless a valid and properly completed sales tax exemption or resale certificate for the jurisdiction(s) covering the ship-to address is provided to us prior to our acceptance of your order. Estimated sales tax amounts are displayed on the checkout page using a third-party tax engine. The actual sales tax collected may differ once we process the order. We use reasonable commercial efforts to calculate and remit sales tax; however, we do not guarantee the accuracy of the amount of sales tax we represent to you as the sales tax owed.
Products will be shipped to an address designated by you, so long as such address is complete and complies with any shipping restrictions contained on the Site. Any shipping times shown on the Site are estimates only; actual delivery dates may vary. Risk of loss and title for products pass to you upon delivery of the products to the carrier company. Additional Emerson policies covering ordering, shipping, and returns are available at https://emerson.zendesk.com/hc/en-us.
Your receipt of an electronic or other form of order confirmation from Emerson does not signify acceptance of your order, nor does it constitute Emerson’s confirmation of its offer to sell. Emerson reserves the right at any time after receipt of your order to accept or decline your order for any reason, and to adjust prices of products and to adjust any discounts or promotions that may be offered, as may be determined by us at our sole discretion at any time and without notice. Products are subject availability. All orders are subject to these Terms. You acknowledge and agree that acceptance of your order is conditioned upon your assent to these Terms and applicable Emerson policies, and any inconsistent provisions of any other writing shall not constitute a part of the contract of sale.
Inspection. Promptly upon receipt, you must inspect the products for damage, defect, evidence of tampering, or other non-conformance. If any damage, defect, tampering, or other non-conformance is identified, you must not offer the product for sale and must report the defect to Emerson Customer Support. You further agree to inspect inventory for expired products and to not sell expired Products.
Alterations Prohibited. You must sell products in their original packaging, with all seals intact. Relabeling, repackaging, and other alterations or adulterations to products or product packaging is strictly prohibited. You shall not modify, remove, tamper with, deface, or otherwise alter product labels, including lot codes and expiration dates. You must adhere to any brand supplier or Emerson supplied storage and handling guidelines. You must not make any representations, guarantees, or other similar claims actually, apparently, or ostensibly on behalf of Emerson or its brand suppliers that are inconsistent with the Terms or information provided by the brand suppliers.
Restricted Products and Resale. Many of the products on the Site have been formulated and designed specifically for health care professionals and are not otherwise available through online or conventional retailers. We respect and share the beliefs of our brand suppliers that the guidance of a qualified professional is important in order to maximize the effectiveness of professional-strength supplements. As a result, only certain health care professionals may be given access to purchase these products through the Site. All health care professionals must submit their current license, degree, or other certificate for review to establish an account.
Additional information regarding Emerson’s purchase and resale policies, as well as information regarding brand suppliers that require signed internet reseller agreements prior to gaining access to their products, brand supplier internet reseller, and brand supplier minimum advertised price policies, is available at https://emerson.zendesk.com/hc/en-us. Any violator is subject to immediate and permanent suspension of purchasing privileges on this Site, from any other Emerson or affiliates’ web sites, or directly from Emerson and its affiliates, and may be subject to additional legal action.
Compliance with All Applicable Laws; Prop 65. You must comply with all applicable federal, state, and local laws, rules, regulations, and policies, and you must have all required licenses, permits, and approvals, related to the purchasing, marketing, storing, and selling of products purchased from Emerson. This includes any and all consumer safety or consumer protection related laws, including but not limited to the California Safe Drinking Water & Toxic Enforcement Act of 1986 (“Prop 65”).
Emerson relies on its brand suppliers regarding the Prop 65 listed chemicals in their products, and Emerson makes no representations or warranties regarding such information provided by the brand suppliers. For any Prop 65 affected products that you sell online to California consumers, please note that you are required to provide clear and reasonable warnings to your California customers prior to purchase. Do not remove or obstruct any on-label warning language.
Some brand suppliers prefer to exclude Prop 65 affected products from sales to California instead of labeling products with clear and reasonable warning language, and Emerson will not ship these products to California addresses; it is your responsibility to refrain from selling these products into California.
Indemnification and Warranties. By utilizing this Site and purchasing products from Emerson, you agree, either individually or for the entity on behalf of which you are acting, to indemnify and hold harmless Emerson and our current and future subsidiaries, successors, affiliates, licensors, suppliers, co-branders, third-party providers, clients, sponsors, and partners, and the officers, members, managers, employees, and agents of each of them from and against any and all claims, losses, costs, fees, damages and expenses that which may be incurred or suffered by any person arising out of or related to purchasing or obtaining products through you, your use of the Site, or your failure to comply with these Terms.
Without limiting the extent and scope of the foregoing indemnification obligations, under no circumstance shall Emerson be obligated to you or any person obtaining products through you for any amounts other than a refund for products obtained through this Site, and under no circumstances shall Emerson be responsible or liable for any ordinary, special, compensatory, punitive, or other damages of any kind or nature, including without limitation lost revenue, lost profits, or lost business.
Emerson is a distributor of products manufactured by third parties and does not manufacture any of the products sold through this Site. Accordingly, Emerson makes no warranties, express or implied, including any warranty of effectiveness or sufficiency for a particular purpose with respect to any products, and all such warranties, express or implied, are hereby expressly disclaimed. You are exclusively responsible for, and Emerson and its brand suppliers disclaim any and all liability for, any statements that you may make regarding the products to your patients/clients, including any claims that a product treats specific diseases or conditions that do not appear on the product label or in information provided by the brand supplier.
While we will endeavor to ensure that the Site is normally available 24 hours a day, we shall not be liable if for any reason the Site is not available at any time or for any period. The Site, including all content on or available through the Site, is provided on an “as is” basis and we do not make any representation or give any warranty with respect to the Site or any of its content, that the Site is free of viruses or other harmful components, or that the results of using the Site will meet your requirements.
Site Use. You must not use the Site for any of the following purposes: (a) anything unlawful or illegal or which is fraudulent or malicious or which promotes any criminal activity or provides information about the same; (b) anything which is defamatory, harassing, or threatening, or which otherwise infringes or violates the rights of others, such as infringing on anyone’s intellectual property rights (including ours) or impersonating anyone; (c) interfering in any way with any other user of the Site; (d) knowingly introducing viruses or other malicious or harmful material or using the Site in connection with unsolicited communications; or (e) using any spider, bot, or other automatic or manual device or process for the purpose of harvesting or compiling information from the Site. You must not use the Site in a way that may damage or impair the Site or our underlying systems and security.
Usernames and Passwords. You are required to create an account in order to purchase products through the Site. When you set up your account you must provide true, accurate, complete, and current information, and you are responsible for maintaining and promptly updating that information so that it remains true, accurate, complete, and current at all times.
You are responsible for maintaining the security of your account, passwords, and files. We have no knowledge of your organization structure. We 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 e-mail or by phone, or through a third party service, if any, through which you access the Site. You are completely responsible for your account and anything that happens on your account. We will not be responsible for the actions of any individuals who access your account using your username and password, including for misuse or misappropriation of your information.
Copyright and Trademark Information. Copyright © 1997-2020 Emerson Ecologics, LLC. All Rights Reserved. The Site, including the underlying software and technology, and the information which it contains, is the property of Emerson 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, service marks, and logos displayed on the Site (collectively the “Trademarks”) are the registered and unregistered property of Emerson, 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 Trademarks without our express written permission.
If you believe any material on the Site infringes on your copyright in the United States, please notify us by sending all details to [email protected] or the mail address below.
Submissions. You may submit questions, comments, feedback, suggestions, ideas, improvements, plans, original or creative materials or other information about the Site either through the Site or otherwise. The content you submit is voluntary, non-confidential, gratuitous and non-committal. By submitting such content, you grant us and our designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license, or sub-license the content, and we shall be entitled to the unrestricted use and dissemination of the content for any purpose, commercial or otherwise.
Location of Site and Territorial Restrictions. Unless otherwise specified, the Site is presented solely for, and any offers, promotions, and programs are offered only to, residents of the United States of America and its territories. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Emerson to any registration requirement within such jurisdiction or country. Emerson controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products, or services contained on the Sites are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with U.S. and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable.
Account Terminations. We may terminate your account, access to the Site, or access to our services at our discretion at any time and for any reason, without prior written notice or explanation though we may choose to provide notice and/or explanation, and without liability, including without limitation if we believe your conduct fails to conform to these Terms.
You may cancel your account at any time by contacting [email protected]
Applicable Law and Venue. The Terms and any dispute arising under the Terms shall be governed by, construed, and enforced in accordance with the laws of the State of New Hampshire, without regard to its choice of law rules. In the event of a dispute over the Terms or performance of the Terms, you expressly submit to personal jurisdiction and exclusive venue in the federal or state courts in New Hampshire.
Severability If any part of this these Terms is ruled to be unlawful, void, or for any reason unenforceable, then such part shall be deemed severable from these Terms, and shall be eliminated or limited to the minimum extent necessary. The remainder of these Terms, including any revised portion, shall remain and be in full force and effect.
No Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms or to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. No waiver by us of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer, nor will such a waiver be deemed a further or continuing waiver of such term or condition or any other term or condition. Neither our course of conduct nor our trade practices will act to modify these Terms.
Assignments. You may not assign your rights or obligations under these Terms to any other party without our prior written consent. We may assign our rights or obligations under these Terms at any time to any party at our discretion.
No Agency. Nothing contained in these Terms creates any agency, partnership, or other form of joint enterprise between you and Emerson.
Emerson Ecologics, LLC
1230 Elm Street, Suite 301
Manchester, NH 03101
Last Updated: January 1, 2020