Terms & Conditions
IMPORTANT: HAPPYSCRUBS.COM TERMS AND CONDITIONS (THE “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, AN INpIDUAL OR A SINGLE ENTITY (“YOU” OR “YOUR”), AND ZIER, INC. D/B/A HAPPY SCRUBS (“HAPPY SCRUBS”) THAT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE OF BY YOU OF THE HAPPYSCRUBS.COM WEB SITE AND ASSOCIATED PROGRAMS, DATABASES AND ANY OTHER SERVICES, SUPPORT, OR DOCUMENTATION PROVIDED THEREWITH (THE “SERVICES”). HAPPY SCRUBS LICENSES THE SERVICES TO YOU UPON THE EXPRESS CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS WEB SITE AND UTILIZING THE SERVICES HEREIN, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH TIME YOU ACCESS THE SERVICES, WHETHER THROUGH THE WEBSITE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. HAPPY SCRUBS IS UNWILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICES UNLESS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DECLINE TO ACCEPT THESE TERMS, PLEASE EXIT THE WEBSITE AND DISCONTINUE USE OF THE SERVICES CONTAINED HEREIN.
1. Service Terms
Your access and use of the HAPPYSCRUBS.COM web site (the “Site”) as well as use of any other data provided to You by Happy Scrubs (collectively, the "System"), is subject to the terms and conditions of this Agreement, as set forth below. If you are dissatisfied with any changes to this Agreement, you may cancel your use of the Services as specified herein. The Services, consisting of access to and use of certain content, placement orders of products, and other information, and other content owned or licensed by Happy Scrubs and its suppliers, licensors or other third parties (collectively, the “Contributors”), is provided by Happy Scrubs through the Site.
2. The System and Services
The Services consist of the Site and multiple web services thereon. By using the Services, you represent to Happy Scrubs that any information you upload or provide is true, complete and accurate. The Services shall also include updates, upgrades, additions, replacements and new releases of any software which has been embedded in or loaded onto the Site and any updates, upgrades, additions, replacements and new releases which are subsequently embedded in or loaded onto the Site. Happy Scrubs reserves the right to terminate the Services if you provide Happy Scrubs inaccurate or incomplete information. When you make use of the Services, the Services may collect certain other information about You and Your use of the Services and convey such information to our Contributors.
3. Restricted License
Subject to the terms and conditions of this Agreement, Happy Scrubs hereby grants to You (and you accept) a non-exclusive, non-transferable license to access and use the Services solely for the purposes intended. All rights not expressly granted to You are hereby reserved by Happy Scrubs and or any respective Contributor. Happy Scrubs and each Contributor shall have the right to assert and enforce the provisions of this Section 3 directly on its own behalf. You agree to (a) abide by this Agreement and any and all licensing agreements between a Contributor and You (collectively, the “Licensing Documents”). You represent and warrant that any third party content submitted by You is owned by you or properly licensed by You, and you acknowledge that Happy Scrubs will not evaluate the ownership of any information submitted by you to the Services. The Services may be suspended at any time if Happy Scrubs determines that information provided by You is not owned by You or infringes on Happy Scrubs’s or any third party's intellectual property rights. You also acknowledge that You will be responsible for any content that you provide to Happy Scrubs for any reason.
4. Shipping Terms
U.S. & U.S. Territory Shipments
Best Way Ground orders usually ship out within 24 hours (in stock, non embroidery items) excluding weekends and holidays. Although delivery times may vary, you should receive your order within 3 - 8 business days. Delivery time excludes weekends & holidays.
2-3 Business Day Express and Next Business Day orders placed by 4 PM EST Monday through Friday will ship out the same day, excluding holidays. Orders placed after 4 PM EST will ship out on the next business day, excluding weekends & holidays. Delivery time excludes weekends & holidays. Items that are on back order or embroidered are not guaranteed for express delivery. Express & Overnight delivery is not available for: Guam, Saipan or the Virgin Islands. All orders sent to a P.O. Box or APO/FPO Address will be delivered priority mail via the United States Postal Service, and cannot be guaranteed for express delivery.
Backorder Items: If you have selected an item with a backorder date, it will be shipped separately best way ground as soon as it arrives in our facility.
Embroidery Items: Please allow approximately 8 to 10 additional business days for embroidery orders.
P.O. Box or APO/FPO: All orders sent to a P.O. Box or APO/FPO Address will be delivered priority mail via the United States Postal Service, and cannot be guaranteed for express delivery.
5. Policy on Reselling
You acknowledge and agree that all purchases made from Happy Scrubs, including from this Site, are for Your inpidual use or use within Your organization only. No products purchased from Happy Scrubs may be marketed or sold as retail products. If Happy Scrubs discovers that You are marketing (including, but not limited to, displaying our trademarks, copying our trade dress, or mentioning our name) and reselling its products to third parties, whether in person or over the Internet, Happy Scrubs reserves the right to discontinue providing Services to You and to cancel any future orders placed by You. Further, in addition to the prohibition of reselling products purchased from Happy Scrubs, You are prohibited from using, displaying or copying any of Happy Scrubs's Intellectual Property (as defined below), images, pictures, product descriptions and any other product identifying materials or information for the purpose of reselling the products purchased from Happy Scrubs. Happy Scrubs further reserves all rights to take any further legal action against you as may be available under this Agreement, in law, or in equity.
Notwithstanding the foregoing, You may be provided under a separate written acknowledgement with a license to sell Happy Scrubs products to third parties. In such instances, You will receive express written permission to conduct such activities. In this case, You shall take all reasonable steps to protect Happy Scrubs’s Intellectual Property rights (as described below) in marketing the products, and You will not at any time during or after such agreement, assert any claim or interest in or to anything which may adversely affect the validity or enforceability of any Intellectual Property belonging to Happy Scrubs. You will not seek to register, seek or cause to be registered, in any jurisdiction, any of the Intellectual Property or copyrights of Happy Scrubs without Happy Scrubs’s prior written consent. You shall further obtain Happy Scrubs’s prior written consent for all marketing and promotional material created using Happy Scrubs Intellectual Property.
6. Intellectual Property Rights
You acknowledge and agree that Happy Scrubs is the owner of all rights, title and interest, including the Intellectual Property Rights (as defined below), to the Services and the Site. You hereby warrant that no information submitted to Happy Scrubs by You, including any customizations requested on products, shall violate any Intellectual Property Right of any third party. For the purpose of this Agreement, “Intellectual Property Rights” shall mean any and all of the following: (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including, but not limited to logos, “rental” rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
HAPPY SCRUBS®, and other names, trademarks, trade names, service marks, logos, symbols or other source identifiers identified on the Site or used by Happy Scrubs, in addition to other marks not listed herein, are registered service marks of Zier, Inc. d/b/a Happy Scrubs. You may not use any of Happy Scrubs's trademarks for any purpose without the express written permission of Happy Scrubs. Other names, trademarks, trade names, service marks, logos, symbols or other source identifiers identified on the Site may be owned by a third-party. The use on the Site of any name, trade name, trademark, service mark, design, logo, symbol or other proprietary designation or marking of or belonging to a third party, and the availability of goods or services from such third parties, shall not be construed as an endorsement, sponsorship or recommendation of the Site or services provided by Happy Scrubs by any such third party, or the participation by such third parties in the offering of goods or services through the Site.
Unless otherwise specified, the content of this Site is protected under the U.S. Copyright Act, as amended, and the copyright laws of other countries. Copyright © 2015, Happy Scrubs. All Rights Reserved. You are only permitted to use the content as expressly authorized by Happy Scrubs or the applicable Contributor. Except for a single copy made for personal use, You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this Site in any form or by any means without prior written permission from Happy Scrubs or any applicable Contributor, and You are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Site.
Happy Scrubs respects the intellectual property rights of others. If You or any user of this Site believes its copyright, trademark or other property rights have been infringed by any content posted on this Site, You or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated. The Designated Agent for Claimed Infringement shall be dmca@HAPPYSCRUBS.COM, or You may also write to us at the address provided below with Attention to: DMCA Agent, Happy Scrubs, P.O. Box 14190, Fort Lauderdale, FL 33302. ALL CLAIMS MUST BE IN WRITING AND MAY NOT BE MADE BY TELEPHONE.
Except as expressly provided herein, You do not acquire any rights to the Services through the purchase of products or Services or the Site. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code (i.e., the human-readable form of any computer programming code)(“Source Code”) of the components of the Services or Site, or create derivative works based thereon.
You are not permitted to: (a) remove any proprietary notices, labels, or marks on any component of the products, Services or its System (or the Services or Site generally), whether physically, in compiled machine language, or in the Source Code; (b) use the Services to provide a service bureau by which the Services can be accessed by third parties or by which information produced pursuant to the Services is sold or given to third parties; or (c) sublicense, assign, delegate or otherwise transfer this license or an of the related rights or obligations for any reason without the prior written consent of Happy Scrubs (any attempt to sublicense, assign, delegate or transfer this license, either by contract, statute, corporate merger of any sort, regulation or court order, without the prior written consent of Happy Scrubs shall be voidable at Happy Scrubs’s sole and absolute discretion). Failure to comply with these restrictions will result in automatic termination of any rights provided to you under this Agreement.
8. Term and Termination
This Agreement shall continue for so long as You use the Site or Services. Your rights under this agreement shall terminate when either (i) You cease to use the Site or Services or (ii) Happy Scrubs limits Your access to the Site or Services due to the breach of any provision contained herein. Any provision of this Agreement which imposes an obligation upon You after termination or expiration of this Agreement shall survive the termination or expiration of your rights under this Agreement.
9. Operation and Internet Connection
You are solely responsible for acquiring and maintaining all computer hardware and software and other equipment, and all communications and other services needed for access to and use of the Services. Happy Scrubs reserves the right at any time and for any reason to modify or discontinue any aspect or feature of the Services, including, but not limited to, the content and functionality of the Services. You are solely responsible for providing, maintaining, and troubleshooting any internet connection required to use the Services. Further, You agree that neither Happy Scrubs nor any Contributor is responsible in any way for Your inability to use the Services due to problems attributable to such connection.
10. Third Party Content and Sites
In accessing the Services, You may be taken to a third party site. If at any point, you leave the Site to a separate third party site, You acknowledge and agree that Happy Scrubs has no control over any such third party sites. Happy Scrubs is not responsible for the availability of any such third party sites. Happy Scrubs does not endorse and is not responsible for any content, advertising, products, or other materials on or available from third party sites. Happy Scrubs will not be responsible or be liable, directly or indirectly, for any damage or loss whatsoever caused or alleged to be caused by or in connection with Your use of any third party sites.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE SERVICES ARE FURNISHED “AS IS” AND WITH ALL FAULTS. HAPPY SCRUBS MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. HAPPY SCRUBS AND ITS CONTRIBUTORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT, ANY WARRANTY THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ADEQUATE SUPPORT FOR THE SERVICES WILL BE PROVIDED. HAPPY SCRUBS DOES NOT WARRANT THAT THE SERVICES ARE FREE FROM INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER PROGRAM LIMITATIONS. NOR DOES HAPPY SCRUBS WARRANT THAT THE SITE, OR SERVER THAT MAKES IT AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
YOU SPECIFICALLY AGREE THAT HAPPY SCRUBS SHALL NOT BE RESPONSIBLE FOR THE CONTENT UPLOADED TO THE SITE BY YOU, THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION(S) OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSMISSION(S) ENTERED IN THROUGH THE SERVICES, ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSIONS, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTIOUS BEHAVIOR, NEGLIGENCE OR FOR ANY OTHER CAUSE OF ACTION. YOU ALSO AGREE THAT HAPPY SCRUBS IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
12. Limitation of Liability
You acknowledge that Happy Scrubs shall not be liable to You for any direct, indirect, incidental, special, consequential, or exemplary damages (including damages for lost profits, use of user information, loss of data, business interruption and the like), whether in an action based in contract or tort, arising out of or in connection with the use of the Services and its accompanying equipment by You or by anyone who uses the Services through Your account. Notwithstanding the foregoing, the total amount of our liability to You will be limited to the amount You paid for the use of the Services. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. Additionally, this provision is not intended to limit Happy Scrubs’s liability in the event of Happy Scrubs’s willful or intentional misconduct.
You agree to indemnify and hold harmless Happy Scrubs and each and every Contributor and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys’ fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Services by You. As used in this Agreement “affiliate” means any entity which controls, is controlled by, or is under common control with the named entity.
You may not download, use, or otherwise export or re-export the Services or any equipment associated therewith except in full compliance with this Agreement and all applicable laws and regulations. No Services on this Site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the Services, You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
Any notice required by this Agreement or given in connection with it shall be in writing and shall be effective (a) one (1) business day after it is sent to the appropriate party by personal delivery, by email or by recognized overnight courier service or (b) seven (7) business days after being sent via first class certified mail postage prepaid, return receipt requested to Your address as provided by You and to Happy Scrubs, P.O. Box 17897, Plantation, FL 33318, or to such other address as a party may provide by written notice to the other party from time to time.
16. Governing Law
This Agreement shall be governed by and construed under the laws of the State of Florida, without reference to principles of conflict of laws, and any action brought by the parties to enforce or interpret any provisions of this Agreement shall be brought exclusively in an appropriate state court in Broward County, Florida, or federal court in Southern District of Florida. The parties hereby consent to such jurisdiction and waive any objection to such venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, and discussions. Failure by Happy Scrubs to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any term of this Agreement shall be valid unless in writing and acknowledged in writing by both parties. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. This Agreement shall be construed within its fair meaning and no inference shall be drawn against the drafting party in interpreting this Agreement. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Except as otherwise stated in this Agreement, Happy Scrubs reserves the right to modify this Agreement or policies regarding the use of the Services at any time and to notify you of such modification by posting a notice of such modification to the Site at least 30 days prior to such modification taking effect, and by posting the modified Agreement to the Site. You are responsible for periodically reviewing this Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.