Effective: January 1, 2020
These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our online workplace productivity tools and platform (the "Services"). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to the platform set up by a Customer, the User Terms of Service (the "User Terms") govern your access and use of the Services. We are happy to have you here!
These "Customer Terms" Form a Part of a Binding "Contract" These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding "Contract" between Customer and us. If any terms in the Customer-Specific Supplement apply to Customer (e.g., if Customer is a U.S. government entity), those terms are also incorporated herein by reference and form part of the Contract. "We," "our" and "us" refers to the applicable MyRxPal entity in the section entitled "Which MyRxPal Entity is Customer Contracting With?" below.
"CUSTOMER OFFERING" means the goods and/or services to be provided by the Customer, stated on the Certificate as presented by MyRxPal. Values determined by Customer.
"MAXIMUM NUMBER OF CERTIFICATES" means the maximum number of Certificates MyRxPal is authorized to administer the sale of on behalf of the Customer.
MONTHLY MAXIMUM NUMBER OF CERTIFICATES" means the maximum number of Certificates MyRxPal is authorized to administer the sale of on behalf of Customer each month after the Maximum Number of Certificates has been sold.
"FULL OFFER VALUE" means the Amount Paid plus the Promotional Value.
"AMOUNT PAID" means the amount a purchaser pays for each Certificate.
"PROMOTIONAL VALUE" means the Full Offer Value less the Amount Paid.
"PROMOTIONAL VALUE EXPIRATION DATE" means the date stated on the Certificate when the Promotional Value expires.
"REMITTANCE AMOUNT" means the amount MyRxPal shall remit to Customer for each Certificate, subject to the payment terms.
"FINE PRINT" means the conditions and restrictions concerning Certificate redemption and the Customer Offering stated on the Website and certificate.
If you purchase subscription(s), create an account, invite users to the platform, or use or allow use of that platform after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of the Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of the Customer before proceeding.
Who is "Customer"? "Customer" is the organization that you represent in agreeing to the Contract. If your account is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the account. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven't formed a company yet, you are the Customer.
If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your account (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
Individuals authorized by Customer to access the Services (an "Authorized User") may submit content or information to the Services, such as pricing data or files ("Customer Data"), and Customer may exclusively provide us with instructions in writing on what to do with it. For example, Customer may provision or deprovision access to the Services, manage permissions, retention and export settings, and transfer or assign accounts.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an "Order Form"). Please see the Help Center for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to the Customer and continue for the term specified in the Services "check-out" interface or in the Order Form, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes bundle our services to include Authorized Users with subscription plans. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Customer may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Occasionally, we look for beta testers to help us test our new features. These features will be identified as "beta" or "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don't take it personally. We appreciate it nonetheless.
Our Services include a platform that third parties may use to link their products (think advertisements), social media links, links to industry references that complement Customer's use of the Services (each, a "Non-MyRxPal Product"). THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-MYRXPAL PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO USE THEM. ANY USE OF A NON-MYRXPAL PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.
If a Non-MyRxPal Product is accessed for a Customer's account, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-MyRxPal Product.
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.
Use of the Services Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.
If we believe that there is a violation of the Contract that can simply be remedied by Customer's removal of certain Customer Data or Customer's disabling of a Non-MyRxPal Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.
MyRxPal is authorized to promote and sell certificates on Customer's behalf subject to the terms of this Agreement and the "Terms of Sale" of the Website. The certificate will evidence the Customer Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the certificate with the Customer by presenting the certificate in paper or electronic form. Customer is the issuer of the certificates and seller of the Customer Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
MyRxPal is authorized to promote and sell certificates on Customer's behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The certificates may be offered to all or part of MyRxPal's subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by MyRxPal, its affiliates or business partners. In addition, in connection with MyRxPal's promotion of a Customer Offering, Customer authorizes MyRxPal to shorten or extend the Promotional Value Expiration Date.
For appointment based Customer Offerings, MyRxPal may require that Customer provide MyRxPal with a calendar of available appointment times and allow MyRxPal purchasers to schedule appointments with the Customer through MyRxPal and any third party service MyRxPal may use. MyRxPal may audit Customer response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls. If MyRxPal, in its sole discretion, determines Customer response times or the quality of service provided to purchasers is unsatisfactory, MyRxPal may terminate the Agreement and return the Amount Paid to purchasers for unredeemed certificate.
Any Customer who provides a Customer Offering that includes prescription drugs or services requiring a prescription shall: (i) be actively licensed in good standing in the jurisdiction they are authorized to serve and (ii) confirm that its employees, agents and/or independent contractors providing such products or services have the required licenses and/or certifications, as well as meet other applicable state law requirements, for selling products or performing the services. Further, Customer shall notify MyRxPal of any change in licensure or business operations that would affect our ability to maintain our certificate program on Customer behalf.
MyRxPal is authorized to promote and sell up to the Maximum Number of certificates in multiple markets and on dates in its discretion. If Customer elects to offer recurring month-to-month features, then MyRxPal will promote and sell up to the Maximum Number of certificates for the initial feature, then promote and sell up to the Monthly Maximum Number of certificates for subsequent features. Customer shall specify the Maximum Number of certificates and, if applicable, specify the Monthly Maximum Number of certificates, and may increase either number in its discretion. By default, an unlimited number of certificates will be available for sale.
MyRxPal reserves the continuing right to reject, revise, or discontinue any Customer Offering, at any time and for any reason in MyRxPal's sole discretion, and to terminate the Customer Offering and to remove all references to the Customer Offering and certificate from the Website; and redirect or delete any URL used in connection with the Customer Offering.
Customer shall honor the certificates for the Customer Offering through the Promotional Value Expiration Date. At the time of redemption, if a consumer has purchased a savings certificate that is different from a prescription order, Customer AGREES TO NOTIFY the consumer and MAKE AVAILABLE using the MyRxPal platform, THE CORRECT MEDICATION SAVINGS CERTIFICATE that matches the prescribed product for PURCHASER TO TRADE IN AND PURCHASE.
After the Promotional Value Expiration Date, purchaser will be notified of certificate expiration. If purchaser attempts to redeem such expired certificate and Customer continues to offer the same savings certificate, Customer WILL INFORM purchaser to TRADE IN CERTIFICATE FOR ANOTHER certificate with SAME MEDICATION, QUANTITY AND PRICE offered by Customer.
If the goods and services constituting the Customer Offering and stated on the certificate are no longer available, the Customer must always notify the purchaser of an option to trade in the certificate for another savings certificate offered by the Customer. If Customer does not have the same or similar saving certificate, the Customer agrees to notify the purchaser of options to check the platform for other merchants offering the same or similar products or services.
Partial redemptions: If applicable, and if a purchaser redeems a certificate for less than the Amount Paid, the Customer is responsible for handling any unredeemed value as required by applicable law.
Customer agrees that in providing the Customer Offering, Customer will not inflate prices or impose any additional fees, charges, conditions other than prescription requirement or restrictions that contradict or are inconsistent with the terms stated on the certificate, including the Fine Print. Unless disclosed in the Fine Print, Customer further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-MyRxPal customers.
Customer agrees that so long as an appointment or reservation is made to redeem a certificate, or purchaser has made an attempt to make an appointment, before the certificate's Promotional Value Expiration Date, the certificate will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.
For any seasonal Customer Offering(s), following the initial Promotional Value Expiration Date specified in the MyRxPal Customer Agreement the: (i) Promotional Value Expiration Date will reset to be the end of the immediately following season specified by Customer; and (ii) Maximum Number of certificates will reset for the immediately following season. Throughout the Term (as defined herein), the Promotional Value Expiration Date and the Maximum Number of certificates for the seasonal Customer Offering(s) will continue to reset after each season.
Customer is responsible for all customer service in connection with the Customer Offering and for supplying all goods and services stated in the Customer Offering. Customer is also responsible for any customer loyalty programs associated with the Customer Offering.If applicable, Customer will notify the purchaser if redemption code is required at the time of Customer ordering process or by default, purchaser is expected to present the certificate redemption details at time of order pickup or delivery.
Customer agrees to provide MyRxPal with accurate business details as displayed in the Public Profile, including, but not limited to the hours and dates of operation, complete with any exceptions, valid phone number, and services available. If any of the information related to the Public Profile changes, Customer agrees to update their account Public Profile and/or notify MyRxPal immediately of such change.
Customer agrees to accept returns of the Customer Offering in compliance with applicable laws and the Fine Print within 72 hours of delivery to purchaser, but in any event: (i) will accept returns resulting from a medication dispensing error or nonconforming items in or a part of any Customer Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Customer Offering; and (ii) will not impose a more restrictive return policy on purchasers than Customer's regular return policy as applied to Customer's purchaser in the ordinary course of Customer's business.
Customer is required to maintain a payment account with our payment processing partner, which can periodically change with advanced notification of no less than 7 days. Customer further agrees that if our payment processing partner cannot open or maintain such an account or closes Customer account, access to our medication savings program will pause until Customer remedies any discrepancies with our payment processing partner. Moreover, Customer agrees and understands any active certificates or ready to redeem certificates will immediately expire and purchasers will be notified of such events unless Customer remedies actions to continue relationship with our payment processing partner within 3 business days.
Amounts retained by MyRxPal from the proceeds of the Customer Offering will be further deposited into Customer payment account no less than 15 days after certificate redemption and order completion, minus any compensation fees. MyRxPal compensation fees include but are not limited to credit card processing fees, marketing, promoting, purchaser loyalty program and advertising the Customer Offering and distributing the Certificates on behalf of Customer. Rates set for compensation fees, also known as commission rates, can vary by Customer based on sales volume, ratings, chargebacks and subscription plan.
MyRxPal is authorized to initiate ACH credit transaction entries to Customer's depository account at the depository financial institution named in this Agreement ("Customer Bank Account"). Only in the event of an error, MyRxPal is authorized to initiate debit entry adjustments to the Customer Bank Account to correct any error. Customer hereby acknowledges that MyRxPal's origination of all ACH transactions to Customer Bank Account must comply with provisions of U.S. law.
Customer will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity ("Third-Party Payor"), for any of Customer's services related to the sales of the certificate program. Customer will accept the amounts received from MyRxPal as payment in full for all services provided by Customer delivered pursuant to the Customer Offering. Customer is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
Tax Levy. In the event MyRxPal receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by Customer, MyRxPal may, in accordance with applicable law, deduct any such amounts from payments due to Customer.
Taxes Generally. It is Customer's responsibility to determine what, if any, taxes apply to the payments Customer makes or receives, and it is Customer's responsibility to collect, report and remit the correct tax to the appropriate tax authority. MyRxPal is not responsible for determining whether taxes apply to Customer's transaction with either purchasers or MyRxPal, or for collecting, reporting or remitting any taxes arising from any transaction with or by Customer and purchaser. Customer may be asked to provide MyRxPal with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Customer's name for the value of payments made. Notwithstanding anything else in this Agreement, Customer shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Customer is required to be so registered in connection with the Customer Offering and pursuant to the terms and redemption of the Certificate, and shall be responsible for paying any and all sales, use or any other taxes related to the Customer Offering or the goods and services.
Transaction Taxes. Customer bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between MyRxPal and Customer ("Transaction Taxes"), if any. MyRxPal shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to MyRxPal pursuant this Agreement. Transaction Taxes are calculated using the Customer's billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
Withholding Taxes. MyRxPal may be required by tax authorities to withhold taxes on behalf of Customer. MyRxPal reserves the right to deduct any such taxes from amounts due to Customer and to remit them to the appropriate tax authority. MyRxPal may also be required to report the withholding tax payments to the tax authorities. MyRxPal shall provide evidence of payment of withholding taxes to Customer no later than 60 days after payment of the withholding taxes. Notwithstanding anything to the contrary, MyRxPal will have no obligation to advance amounts that have been paid to MyRxPal by a purchaser until Customer has complied with Customer's obligations under this Agreement. If MyRxPal reasonably believes that Customer has breached any provision of this Agreement, MyRxPal may offset, delay, withhold, or suspend future payments to Customer, in MyRxPal's sole discretion. In addition, if Customer is unwilling to, or in MyRxPal's reasonable discretion appears unable to, perform its obligations under this Agreement, MyRxPal is authorized to offset, delay, withhold, or suspend future payments to Customer in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Customer for any refunds and/or other amounts payable by Customer under this Agreement.
For Customers that purchase our subscription plans (Services), fees are specified at the Services interface "check-out" and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
We believe customers should only pay for subscriptions that are actually used, so we offer a Fair Billing Policy. Certain exceptions and conditions may apply, will be noted in the Services interface "check-out" or in an Order Form.
Any credits that may accrue to Customer's account (for example, from a promotion or application of the Fair Billing Policy), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to an account on a free subscription plan will expire if the account's plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified.
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days' prior notice that its account is overdue. Notwithstanding the second paragraph of the "Providing the Services" section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the Pricing Guide.
"Purchaser Data" means all identifiable information about purchasers generated or collected by MyRxPal or Customer, including, but not limited to, purchasers' name, shipping addresses, email addresses, phone numbers, medication order history, purchaser preferences and tendencies, and financial transaction data.
Customer shall use Purchaser Data only to fulfill its redemption obligations in connection with the Customer Offering as authorized by this Agreement. Customer expressly agrees that any Purchaser Data shall be used only for this purpose (including, but not limited to, the redemption of Certificates and provision of goods and services to purchasers), and not to enhance a file or list owned by Customer, or any third party. Customer represents, warrants and covenants that it will not resell, broker or otherwise disclose any Purchaser Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Customer engages any third party to facilitate its redemption obligations hereunder, Customer shall ensure that such third party implements and complies with reasonable security measures in handling any Purchaser Data. If any Purchaser Data is collected directly by Customer or a third party engaged by Customer to facilitate its redemption obligations hereunder, Customer shall ensure that it or such third party adopts, posts and processes the Purchaser Data in conformity with its posted privacy policy and all applicable laws.
As long as Customer uses Purchaser Data in compliance with applicable law and Customer's posted privacy policy, restrictions stated in this Agreement on Customer's use of Purchaser Data do not apply to: (i) data from any purchaser who is already affiliated with the Customer before the Effective Date of creating an account, if such data was provided to Customer by such purchaser independent of this Agreement or any transaction hereunder; or (ii) data supplied by a purchaser directly to Customer who becomes affiliated with Customer in connection with such purchaser explicitly opting in to receive communications from Customer.
Customer shall immediately notify MyRxPal if Customer becomes aware of or suspects any unauthorized access to or use of Purchaser Data or any confidential information of MyRxPal, and shall cooperate with MyRxPal in the investigation of such breach and the mitigation of any damages. Customer will bear all associated expenses incurred by MyRxPal to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Purchaser Data while such data is in Customer's reasonable possession or control. Upon termination or expiration of this Agreement, Customer shall, as directed by MyRxPal, destroy or return to MyRxPal all the Purchaser Data in Customer's or any agent of Customer's possession.
Customer isn't the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Identified Data for any other purpose outside of the Contract without Customer's prior written instructions; provided, however, that "prior written instructions" will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.
Be assured that (a) the Services will perform materially to the extent of our control; and (b) subject to the "Non-MyRxPal Products" and "Downgrade for Non-Payment" sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer's exclusive remedies are those described in the sections titled "Termination for Cause" and "Effect of Termination".
For some of our Services, we also offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as liquidated damages and will be Customer's sole remedy for the downtime and related inconvenience. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services) posted in the application dashboard, if we think it may exceed five (5) continuous minutes.
We do not warrant or guarantee that the Service will function with your mobile or computing device or be compatible with the hardware or software on any particular devices. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Service. We do not warrant or guarantee against, and therefore assume no liability for or relating to, any errors, omissions, delays, failures, interruptions, or corruption or loss of any data, alerts, notifications or other information transmitted in connection with your use of the Service, particularly relating to any failure of the reminder system to function as expected, including but not limited to the non-delivery of any alerts or notifications.
Without limiting the foregoing, we, our licensors, and our suppliers make no representations or warranties about (1) the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Service, including software, text, graphics, links, or communications provided on or through the use of the Service; or (2) the satisfaction of any government regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with regard to the Service.
We have no obligation to provide technical support or maintenance for the Service. At any time and for any reason, without notice or liability, we may modify or discontinue the Service or any part of it or impose limits on your use of or access to the Service.
Although we take reasonable measures to keep the Service free of viruses, worms, Trojan horses or other code that contain destructive properties, we do not warrant or guarantee that files available for downloading through the Service will be free of such contaminations.
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer's or its representatives' or agents' possession or control. We are not responsible for what Customer's Authorized Users or Non-MyRxPal Products do with Customer Data. That is Customer's responsibility.
We may leverage our employees, those of our corporate affiliates and third party contractors (the "MyRxPal Extended Family") in exercising our rights and performing our obligations under the Contract. We will be responsible for the MyRxPal Extended Family's compliance with our obligations under the Contract.
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the MyRxPal Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-MyRxPal Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.
Periodically, we offer a trial period to give new and existing customers a chance to experience our platform products without commitment. During this period, you will not be billed. Seven (7) days prior to your trial ending we will notify you and three (3) days prior to ending you will send you another reminder with your options, including downgrade and unsubscribing (cancelation). If you elect to do nothing, your trial period will end and billing for subscription plans will commence. You will be billed, prorated, for the remainder of the month according to the paid plan selected. If at any time during the trial period, you decide to upgrade or downgrade, your trial period may end and billing will commence unless another trial period is offered for an upgrade.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface "check-out" or execute a renewal Order Form) for additional periods equal to one (1) month or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal anytime before the end of a subscription term to stop the subscriptions from automatically renewing.
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.
Customer may terminate its free subscriptions immediately without cause, provided that Customer has not sold a product, i.e. Savings Certificate, within the last 6 months. We may also terminate Customer's free subscriptions without cause, but we will provide Customer with seven (7) days prior written notice.
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
We are custodians of Customer Data. During the term of a account subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of an account's subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. It is our policy to store Customer Data for up to six (6) months after account closure provided if the Customer does not login to access that data. After this period, account data will be permanently deleted. At the time of subscription cancellation, Customer will have an option to clear any data pertaining to modules used. If Customer elects to clear this data, they will be asked to confirm data deletion. This is an irreversible process, once data is deleted.
Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF CustomerABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
OTHER THAN IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER'S OR THE MYRXPAL EXTENDED FAMILY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE ONE (1) MONTH PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE "PAYMENT TERMS" SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE MYRXPAL EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MYRXPAL DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE CERTIFICATES ARE ERROR-FREE, OR THAT ANY CUSTOMER OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR CUSTOMER.
The Services support logins using two-factor authentication ("2FA"), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, company account identification numbers as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Customer will defend MyRxPal and the members of the MyRxPal Extended Family (collectively, the "MyRxPal Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer's or any of its Authorized Users' violation of the Contract or the User Terms (a "Claim Against Us"), and will indemnify the MyRxPal Indemnified Parties for all reasonable attorney's fees incurred and damages and other costs finally awarded against a MyRxPal Indemnified Party in connection with or as a result of, and for amounts paid by a MyRxPal Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer's defense and settlement of such matter. This section states your sole liability with respect to, and the MyRxPal Indemnified Parties' exclusive remedy against Customer for, any Claim Against Us.
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
This Agreement shall be governed in all respects under the law of the State of Wyoming, exclusive of its choice of law or conflict of laws provisions. In any claim or action by you directly or indirectly arising under this Agreement or related to the Application, you and we each irrevocably agree to submit to the exclusive personal jurisdiction of the state courts of Wyoming, USA, or if any such court does not have subject matter jurisdiction, then you and we each irrevocably agree to submit to the exclusive personal jurisdiction of the State of Wyoming. You and we each waive any jurisdictional, venue or inconvenient forum objections to any of these courts that may have jurisdiction.
WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE
Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party's conduct may cause the other irreparable injury. In the event MyRxPal is the prevailing party in any Dispute, subject to any exceptions, Customer shall pay to MyRxPal all reasonable attorneys' fees and costs incurred by MyRxPal in connection with any Dispute.
Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information.Confidential Information of Customer includes Customer Data. If something is labeled "Confidential," that's a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The sections titled "Feedback is Welcome," "Non-MyRxPal Products," "Our Removal Rights," "Use of the Services," "Payment Terms," "Credits," "The MyRxPal Extended Family," "You own your data…," "We own what we create," "Effect of Termination," "Data Portability and Deletion," "Certificate Programs," "Payment," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Customer's Indemnification of Us," "Limitations on Indemnifications," "Confidentiality" and "Survival," as well as all of the provisions under the general heading "General Provisions," will survive any termination or expiration of the Contract.
Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time-to-time.
In an effort to incentivize Certificate sales, Customer authorizes MyRxPal, at any time and in MyRxPal's sole discretion, to increase or decrease the Amount Paid for the Customer Offering (any such effort, "Promotional Program(s)"). For each Certificate sold as part of a Promotional Program, the Net Remittance Amount may be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid ("Promotional Adjustment"), provided that, any decrease of the Net Remittance Amount will not exceed: (i) twenty percent (20%) of the Net Remittance Amount. Promotional Programs include the following:
A "Promotional Code" is a code that purchasers may use, in MyRxPa's sole discretion, to receive a discount on the Amount Paid for a Customer Offering.
"Price Optimization" is any change (excluding Promotional Codes) to the Amount Paid for a Customer Offering.
Information, advice, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data and other materials is made available from us or third parties through the Application (collectively "Content"). For example, the interface of the Application may provide you with names, pictures or descriptions of various medications. We do not guarantee and are not responsible for the accuracy, completeness, or timeliness of any Content.
All Content is for informational purposes only. No Content is or should be considered, or used as a substitute for, medical advice, care, diagnosis or treatment. The Application does not constitute the practice of any medical, nursing or other healthcare professional advice, diagnosis or treatment. We do not prescribe, dispense, or refill prescriptions. The provision of information about or the enablement of the reminder system with respect to any drug is not a recommendation or endorsement by us for such drug. We do not intend for the Application to identify any drug-drug interaction, and thus, the Application is not designed to recognize or alert you to any drug-drug interaction that may be harmful to you. The absence of a warning for a given drug or drug combination does not and should not be construed to indicate that a drug or drug combination is safe, appropriate or effective for you or anyone else. Furthermore, the Application is not intended to provide any dosing information, and we are not responsible for any errors in dosages taken. Reliance on any information provided by us, our employees or third parties through your use of the Application is solely at your own risk.
Always seek the advice of your physician or other qualified health provider with any questions you may have regarding personal health, medical conditions or drugs and before commencing or discontinuing any course of treatment or medication. Never disregard, avoid or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of any information you have received or obtained through the use of the Application. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately. If you are in the United States and are experiencing a medical emergency, please immediately call 911 for emergency medical help or local emergency service if in another location.
While we make every effort to verify the source of data from our data partners, we make no claim to the authenticity, validity or accuracy of the data we source to display for our Services to you. Periodically this data may be incorrect and we invite you as a Customer to inform us of any discrepancy or inaccuracy through our feedback system. We will make every effort to rectify any error but make no representation or warranty for the data we display.
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., notification in Application Dashboard). Notices to MyRxPal will be sent to customercare@MyRxPal.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Customer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer's account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer's acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Except with respect to the MyRxPal Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying MyRxPal of any changes. Any purported assignment in violation of this section is void. A party's sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party's election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.
All notices to you relating to this Agreement shall be posted on the website under Business Terms & Conditions. All notices to us relating to this Agreement shall be in writing and sent to the following:
MyRxPal, LLC
ATTN: COMPLIANCE
5003 Ritchie Highway
Brooklyn, MD 21225
customercare@myrxpal.com
Notice shall be deemed given when notice is posted on the Web Application.
Last updated: September 9, 2020