Midi Terms of Purchase
Last Updated: March 28th, 2025
These Terms of Purchase (these “Terms”) govern your (“Buyer”) purchase of Products (defined below) via the website located at https://www.joinmidi.com, https://app.prod.joinmidi.com, and associated subdomains thereof (collectively, the “Site”) and the services (i.e., the Midi technology platform and your account thereon) accessible via the Site (together with the Site, the “Services”) offered by Midi Health Inc. (“Midi,” “we,” “us” or “our”). Buyer and Midi are referred to individually as a “Party” and collectively as the “Parties.” These Terms are an attachment to and incorporated into Midi’s Terms of Service (located at https://www.joinmidi.com/legals/terms-and-conditions) (“Terms of Service”) by reference hereof, and any capitalized terms used but not otherwise defined herein will have the meanings ascribed to them in the Terms of Service. In the event of a conflict or inconsistency between these Terms and the Terms of Service, the Terms of Service will govern.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN BUYER AGREES TO THESE TERMS, BUYER ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN BUYER AND MIDI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION) OF THE TERMS OF SERVICE, WHICH ARE EXPRESSLY INCORPORATED INTO THESE TERMS, FOR DETAILS REGARDING ARBITRATION.
1. Description of Products. Midi, either directly and in affiliation with its affiliated medical practices and network of third-party pharmacy service providers, offers for sale certain women’s midlife health products, some of which may require a prescription to purchase, via the Services (each, a “Product” and collectively, the “Products”). For Products that require a prescription, Buyer may only purchase such Product if it is prescribed specifically to Buyer by a clinician of (or acting on behalf of) Midi.
2. Prices; Minimum Quantities. The prices of the Products are as stated via the Services. Buyer is responsible for all shipping and related charges (if any) as stated in Buyer’s account via the Services (“Account”), such as in the “shopping cart” therein.
3. Taxes and Fees. All prices are exclusive of sales, use, excise, customs, export, import, commodity and any other taxes. Buyer will pay all such taxes and any license fees or other charges incidental to the sale of Products, if and as applicable. Buyer will, at Midi’s request, provide to Midi reasonable proof of payment by Buyer of such taxes, fees and other charges. If Midi is required to prepay any taxes on behalf of Buyer, Buyer will promptly reimburse Midi for all such taxes paid.
4. Payment Terms. Full payment will be due immediately upon purchase of the Products via the Services (e.g., via checkout in Buyer’s Account). (each, a “Transaction”). Buyer will pay all applicable fees for each Transaction Products. If Buyer fails to make payment when due or defaults in any other way, Midi may, in its sole discretion and without limiting any of its other rights or remedies available to it: (i) suspend or cancel shipment or Products and/or any other performance under these Terms; and/or (ii) reschedule shipment of Products. Midi may invoice separately for each shipment of any Products and, in any case, Buyer will pay for each shipment as invoiced without regard for other shipments. When Buyer purchases a Product, Buyer expressly authorizes us (or our third-party payment processor) to charge Buyer for such Transaction. We may ask Buyer to supply additional information relevant to its Transaction, including Buyer’s credit card number, the expiration date of Buyer’s credit card and Buyer’s email and postal addresses for billing and notification (such information, “Payment Information”). Buyer represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. When Buyer initiates a Transaction, Buyer authorizes us to provide Buyer’s Payment Information to third parties so we can complete Buyer’s Transaction and to charge such payment method for the type of Transaction which Buyer has selected (plus any applicable taxes and other charges). Buyer may need to provide additional information to verify its identity before completing the Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, Buyer agrees to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to Buyer. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
5. Shipments. Products are shipped directly from the Third-Party Pharmacy Services Provider (defined below), in accordance with its applicable shipping methods, policies, and processes, to Buyer’s designated shipping address via its Account at time of purchase. Each shipment of Products to be delivered is a separate sale and Buyer will pay the price for each shipment without regard for any failure to deliver, or non-conformity of, any previous or subsequent shipment. Buyer may request in writing to cancel an order to purchase a Product prior to shipment, which Midi may approve or deny in its discretion. Except as otherwise expressly stated in these Terms, all fees and costs due and payable by Buyer are non-cancellable and non-refundable.
6. Product Changes. Midi may, at any time and without notice to the Buyer, change the Products in any way that does not adversely affect the form, fit, or function of the Products in any material respect.
7. Technical Assistance. Midi may, but is not obligated to, provide technical advice, assistance, support, or service in connection with any purchased Products.
8. Manufacturer’s Warranty; Disclaimer.
(a) Manufacturer’s Warranty. Midi does not manufacture or control any of the Products, which are manufactured by Midi’s third-party pharmacy services provider(s) (each, a “Third-Party Pharmacy Services Provider”). MIDI DOES NOT MAKE PROVIDE ANY WARRANTIES WITH RESPECT TO THE PRODUCTS. However, certain Products may include a manufacturer’s warranty offered by the applicable Third-Party Pharmacy Services Provider, if and as set forth in a written description of such manufacturer’s warranty provided with the applicable Product (“Manufacturer’s Warranty”). To obtain warranty service for defective Products covered by a Manufacturer’s Warranty, please follow the instructions included in the Manufacturer's Warranty.
(b) General Disclaimer. EXCEPT AS EXPRESSLY STATED IN A MANUFACTURER’S WARRANTY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PHARMACY SERVICES PROVIDER, ALL PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND WITH ALL FAULTS. MIDI MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MIDI OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Buyer. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary by jurisdiction.
(c) Medical Disclaimer. ADDITIONALLY, BUYER UNDERSTANDS AND ACKNOWLEDGES THAT BUYER IS SOLELY RESPONSIBLE FOR USING THE PRODUCTS UNDER DIRECTION OF BUYER’S HEALTHCARE PROVIDER, AND THAT MIDI DOES NOT REPRESENT, WARRANTY, GUARANTEE, OR MAKE ANY COVENANT REGARDING ANY OUTCOMES OR RESULTS OF THE PRODUCTS, OR USE THEREOF, OR THAT ANY SUCH USE WILL BE UNINTERRUPTED OR ERROR FREE.
9. No Product Returns. All Products are non-returnable and, subject to Section 10, non-refundable.
10. Termination. Midi may terminate these Terms (and fulfill or cancel any outstanding, unshipped Product purchases) with notice to Buyer (i) in the event of Buyer’s breach of these Terms (including without limitation for any failure to timely pay fees when due) or the Terms of Service; (ii) in the event Midi ceases offering any Products; or (iii) in the event the Terms of Service terminates or expires. If Midi cancels any outstanding, unshipped Product purchases, Midi will refund to Buyer any prepaid fees for such cancelled Products.
11. Indemnity. Buyer will indemnify and hold Midi and its respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Buyer’s use or misuse of any Products (except to the extent due to a manufacturer’s defect existing within the applicable Products at the time of delivery to Buyer), or (b) Buyer’s breach of these Terms.
12. Limitation of Liability. IN NO EVENT WILL MIDI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING FROM OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THESE TERMS, THE PRODUCTS OR ANY PURCHASE OR USE THEREOF, OR BY ANY OTHER ACT OR OMISSION OF MIDI. IN NO EVENT WILL MIDI’S TOTAL CUMULALTIVE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO MIDI FOR THE APPLICABLE PRODUCT(S) THAT GIVE RISE TO THE CLAIM, LESS ALL AMOUNTS PAID BY MIDI TO BUYER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THESE TERMS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT MIDI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
13. Use of Products. Buyer shall use all available and reasonable safety precautions, in addition to any safety precautions specifically set forth in any manuals, material safety data sheets, technical data sheets, instruction sheets, if any, furnished by Midi (or available from suppliers) relating to the Products. If Buyer does not receive any required material safety data sheets for any Product from Midi, Buyer will request them from Midi (and Midi may provide them, if applicable, in its discretion). Midi will not be liable or responsible for any damage, loss, or liability caused, in whole or in part, directly or indirectly, due to Buyer’s failure to strictly observe each and every one of the obligations set forth in this Section 13.
14. Errors. Any and all typographical or clerical errors made by Midi in these Terms, on the Services, or in Midi’s quotations or communications, are subject to correction by Midi.
15. Export Controls. Buyer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Products, nor any software or firmware contained therein nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
16. Contact Information. If Buyer has any questions about these Terms or the Products, please contact Midi at care@joinmidi.com.