Last Updated Date: February 24th, 2017
BY ACCESSING OR USING THIS WEBSITE, THE SERVICES OR APPLICATION, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RXVANTAGE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN YOU REGISTERED WITH RXVANTAGE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
IF YOU PAY A FEE FOR ANY SUBSCRIPTION SERVICES, THEN THESE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT RXVANTAGE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION AS PROVIDED BELOW.
RXVANTAGE MAKES NO GUARANTEES OR REPRESENTATIONS REGARDING THE AVAILABILITY OF ANY PHYSICIANS OR HEALTHCARE PROVIDERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL COMMUNICATIONS MADE THROUGH THE SERVICES ARE AT YOUR SOLE RISK AND THAT RXVANTAGE DOES NOT MAKE ANY GUARANTEES REGARDING THE AVAILABILITY OF ANY HEALTHCARE PROVIDERS.
PLEASE NOTE THAT THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS (SEE THE SECTION ON DISPUTE RESOLUTION BELOW).
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to such Service. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY RXVANTAGE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, RxVantage will make a new copy of this Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms. Any changes to these Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Website (each, a “Registered User”) upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. RxVantage may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
- Registering your Account. In order to access certain features of the Website, the Application, and the Services you may be required to become a Registered User. For purposes of these Terms, a “Registered User” is a User who has registered an account on the Website (“Account”) through which the User has connected to the Services.
Corporate Subscribers. If you are or become associated with a corporate entity who has separately signed an agreement with RxVantage (“Corporate Subscriber”) and which provides that the Corporate Subscriber will own Your Content: (i) the Corporate Subscriber will be the owner of Your Content and will control all rights and usage thereof (including any rights you have to access such of Your Content) and you hereby assign all of your rights in Your Content to the Corporate Subscriber; and (ii) the Corporate Subscriber may select one or more administrators to control, manage and use the Services on its behalf, and the administrators may grant (or may grant to other users associated with Corporate Subscribers) certain privileges such as access to and control of Your Content for which you may bear responsibility. Some of the features and functions of the Services are limited to users of Corporate Subscribers. If you are affiliated with a Corporate Subscriber and that Corporate Subscriber signs such an agreement with RxVantage after you have joined RxVantage as an individual, we will notify you via email and/or via the internet or the Application, and you may be required to consent in a specific manner as provided by RxVantage to these Terms again. If you are transitioning from a Corporate Subscriber account, your Personal Information will transition from your RxVantage account but all corporate owned data, including but not limited to product information, territory information, appointments, messages and healthcare provider targeting will remain the property of the Corporate Subscriber.
- Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the RxVantage Materials or the Services by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or RxVantage has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RxVantage has the right to suspend or terminate your Account and refuse any and all current or future use of the RxVantage Materials and/or the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. RxVantage reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the RxVantage Materials and/or the Services if you have been previously removed by RxVantage, or if you have been previously banned from the Services.
- Activities Under your Account. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify RxVantage immediately of any unauthorized use of your password or any other breach of security.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the RxVantage Materials and the Services, including but not limited to, a mobile device that is suitable to connect with and use the RxVantage Materials and the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the RxVantage Materials and the Services.
Use of the Services and RxVantage Materials. The Application and the information and content available on the Website and in the Services (as these terms are defined below) (collectively, the “RxVantage Materials”) are protected by copyright laws throughout the world. Subject to these Terms, RxVantage grants you a limited license to reproduce portions of the RxVantage Materials for the sole purpose of using the Services for your personal or approved business purposes. Unless otherwise specified by RxVantage in a separate license, your right to use any RxVantage Materials that you access or download through the Website, the Application, or the Services is subject to the Terms.
- Application License. Subject to your compliance with these Terms, RxVantage grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of Application(s) on a mobile device and/or computer that you own or control and to run such copy of the Application solely for your own personal use or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
- Updates. You understand that the Application and the Services are evolving. As a result, RxVantage may require you to accept updates to the Application, or the Services that you have installed on your computer or mobile device. You acknowledge and agree that RxVantage may update the Website, the Application, and/or the Services with or without notifying you. You may need to update third party software from time to time in order to receive the Services or use the Website or the Application.
- Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Website or any portion of the Website, including any RxVantage Materials, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other RxVantage Materials (including images, text, page layout or form) of RxVantage; (c) you shall not use any metatags or other “hidden text” using RxVantage’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the RxVantage Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) access the RxVantage Materials in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the RxVantage Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the RxVantage Materials. Any future release, update or other addition to the RxVantage Materials shall be subject to these Terms. RxVantage, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Website, the Application, or the Services terminates the licenses granted by RxVantage pursuant to the Terms.
- Third Party Materials. As a part of the RxVantage Materials, you may have access to materials that are hosted by another party. You agree that it is impossible for RxVantage to monitor such materials and that you access these materials at your own risk.
- App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from which you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that these Terms are between you and RxVantage and not with the App Store. RxVantage, not the App Store, is solely responsible for the Website, Services, and Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies) when using the Application and the Services. You acknowledge that the owner of the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce them.
Responsibility for Content.
- Types of Content. You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Website, the Application or the Services, whether publicly posted or privately transmitted, including the RxVantage Materials (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not RxVantage, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services, the Application, or the Website (“Your Content”), and other Users of the Services, and not RxVantage, are similarly responsible for all Content they Make Available through the Services, the Application, or the Website (“User Content”). You agree to make sure you have the right to add Content before you put that Content on our Services.
- No Obligation to Pre-Screen Content. You acknowledge that RxVantage has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although RxVantage reserves the right in its sole discretion to pre-screen, refuse or remove any Content. In the event that RxVantage pre-screens, refuses or removes any Content, you acknowledge that RxVantage will do so for RxVantage’s benefit, not yours. Without limiting the foregoing, RxVantage shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
- Storage. RxVantage has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that RxVantage retains the right to create reasonable limits on RxVantage’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by RxVantage in its sole discretion.
- RxVantage Materials. Except with respect to Your Content and User Content, you agree that RxVantage and its suppliers own all rights, title and interest in the Website, the Services, and the RxVantage Materials You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the RxVantage Materials.
- Trademarks. RxVantage and other related graphics, logos, service marks and trade names used on the Website, in the RxVantage Materials or in connection with the Services are the trademarks of RxVantage and may not be used without permission in connection with any third party products or services. Other trademarks, service marks and trade names that may appear on the Website, in the RxVantage Materials or in connection with the Services are the property of their respective owners.
- Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Website, the Application, or the Services.
- Your Content. RxVantage does not claim ownership of Your Content. However, when you as a User Make Available Your Content on or in the Website or the Services, you represent that you own and/or have the right to make available Your Content. YOU SHOULD NOT AND WILL NOT SUBMIT ANY PERSONAL HEALTH INFORMATION (“PHI”) (AS DEFINED IN THE HEALTH INSURANCE PORTABILITY ACT OF 1996, AS AMENDED (HIPAA) TO RXVANTAGE THROUGH THE SERVICES. RXVANTAGE IS NOT RESPONSIBLE FOR THE TREATMENT OR HANDLING OF ANY PHI THAT YOU SUBMIT USING THE SERVICES. RXVANTAGE IS NOT AND WILL NOT BE A BUSINESS ASSOCIATE.
- Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Website or the Services, you hereby expressly permit RxVantage to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of RxVantage.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to RxVantage through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that RxVantage has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You retain ownership of such Feedback but hereby grant to RxVantage a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Website, the Application, and the Services.
- Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by these Terms):
- Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Website, Services (including your Account), RxVantage Materials, or access to or use of the Website, Services or RxVantage Materials;
- Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); or
- Unauthorized Use or Access. You agree that you will not, under any circumstances:
- Interfere or attempt to interfere with the proper functioning of the Website, Services or RxVantage Materials or connect to or use the Website, Services or RxVantage Materials in any way not expressly permitted by the Terms, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- Provide inaccurate, misleading or false information to RxVantage or any other User through your use of the Services, and if any such information that you provide becomes inaccurate, misleading or false, you will promptly notify RxVantage of such change;
- Systematically retrieve data or other content from our Website, Services or RxVantage Materials to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- Use, display, mirror or frame the Website, Services or RxVantage Materials, or any individual element within the Website, Services, or RxVantage Materials, RxVantage’s name, any RxVantage trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without RxVantage’s express written consent;
- Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Services, whether through the use of a network analyzer, packet sniffer or other device;
- Make any automated use of the Website, Services, or RxVantage Materials, or take any action that imposes or may impose (in RxVantage’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Website, Services or RxVantage Materials;
- Bypass any robot exclusion headers or other measures RxVantage takes to restrict access to the Website, Services or RxVantage Materials or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, Services or RxVantage Materials or harvest or manipulate data;
- Use, facilitate, create, or maintain any unauthorized connection to the Website, Services or RxVantage Materials, including, but not limited to: (a) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website, Services or RxVantage Materials; or (b) any connection using programs, tools or software not expressly approved by RxVantage;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Website, Services or RxVantage Materials, or to obtain any information from the Website, Services or RxVantage Materials;
- Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Use our Website, Services or RxVantage Materials to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
- General. In connection with your use of the Website, Services, and RxVantage Materials, you shall not:
- Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
- Harm minors in any way;
- Impersonate any person or entity, including, but not limited to, RxVantage personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
- Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
- Register for more than one Account or register for an Account on behalf of an individual other than yourself;
- Stalk or otherwise harass any other user of our Website, Services or RxVantage Materials; or
- Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Investigations. RxVantage may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, RxVantage shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although RxVantage does not generally monitor user activity occurring in connection with the Website, Services, RxVantage Materials, or Content, if RxVantage becomes aware of any possible violations by you of any provision of the Terms, RxVantage reserves the right to investigate such violations, and RxVantage may, at its sole discretion, immediately terminate your license to use the Website, Services, or RxVantage Materials, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Third Party Services.
- Third-Party Websites & Ads. The Website, Services, and RxVantage Materials may contain links to third-party websites (“Third Party Websites”) and advertisements for third parties (collectively, “Third Party Websites & Ads”). When you click on a link to a Third Party Website or Ad, we will not warn you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Websites are not under the control of RxVantage. RxVantage is not responsible for any Third Party Websites & Ads. RxVantage provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You use all links in Third Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- Linking to Third-Party Services. We may enable you to link your Account with a valid account on a third party social networking, email or content service such as Salesforce, Gmail, or Flickr (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing RxVantage to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to RxVantage and/or grant RxVantage access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating RxVantage to pay any fees or making RxVantage subject to any usage limitations imposed by such third-party service providers.
- Content from Third-Party Services. By granting RxVantage access to any Third-Party Accounts, you understand that RxVantage may access, make available and store (if applicable) any Content that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the RxVantage Materials via your Account. Unless otherwise specified in the Terms, all TPS Content shall be considered to be Your Content (as defined above) for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the RxVantage Materials. You hereby authorize us to retrieve information from, and submit information to, such Third Party Services at your request; and to provide Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or RxVantage’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the RxVantage Materials. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not actually store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.
- Relationship with Third-Party Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND RXVANTAGE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. RxVantage makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and RxVantage is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.
Interactions with Other Users.
- User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that RxVantage reserves the right, but has no obligation, to intercede in such disputes.
- Content Provided by Other Users. The Website, Services, and RxVantage Materials may contain User Content provided by other Users. RxVantage is not responsible for and does not control User Content. RxVantage has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. Your interactions with other Users are solely between you and the other User and we are under no obligation to become involved. You agree that RxVantage will not be responsible for any liability incurred as the result of such interactions.
- Release. If you have a dispute with one or more Users, or if you have a dispute with the Corporate Subscriber with whom you are affiliated, you hereby release RxVantage and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RxVantage Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive any and all rights under California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Fees. We currently charge fees for the use of certain Services, although some of our Applications and/or Services are provided free of charge.
- Payment. In the event that you pay a fee to use certain the Services, you will be charged on a recurring billing cycle for all such fees. To make a payment, you will need to provide RxVantage with the necessary billing information. We may use a third-party payment provider (the “Payment Provider”) to bill you through a payment account linked to your Account (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Provider in addition to this Agreement. We are not responsible for error by the Payment Provider. You agree to pay us, through the Payment Provider, all applicable charges applicable to your Account and you authorize us, through the Payment Provider, to charge your chosen payment method (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You authorize us to charge your Billing Account at our convenience but within thirty (30) days of credit card authorization. You represent that you will not use any Billing Account unless you have all necessary authorization to do so.
Corporate Accounts. During any period of time in which your Account is associated with a Corporate Subscriber, such Corporate Subscriber will be responsible for paying all fees or charges to your Account.
Billing Responsibility. In addition, a corporate entity with which you are associated may have primary billing responsibility for your Account, even such company is not a Corporate Subscriber. You will notify us at email@example.com to discuss such shift in billing responsibility, but you acknowledge and agree that you have ultimate responsibility for all fees associated with your Account if not paid by the applicable company.
- Refunds. Users who subscribe to an RxVantage subscription service are entitled to a refund within three (3) days of the initial purchase. No refunds shall be issued after three (3) days have elapsed. Users whose memberships are terminated or revoked by RxVantage for violations of these Terms forfeit any right to a refund for subscriptions paid to RxVantage for membership and/or the use of services.
- Taxes. RxVantage’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to RxVantage, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify RxVantage for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that RxVantage is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Automatic Payment. Your subscription will continue indefinitely until terminated in accordance with the Terms. WE MAY SUBMIT RECURRING CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE ACCESS YOUR ACOUNT PAGE ON THE SERVICES. You must promptly notify us if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized use of your Account. If you terminate your Membership early, you hereby authorize use to charge your Payment Method for any applicable early termination fees. Your non-termination reaffirms that we are authorized to charge your Payment Method. Upon renewal of your subscription, if RxVantage does not receive payment from your Payment Provider: (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that RxVantage may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be re-activated and for purposes of automatic renewal, your new membership commitment period will begin as of the day payment was received). This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially enrolled in the applicable subscription service.
- Free Trials and Other Promotions. We may run promotional offers from time to time on the Website. The terms of any such promotion will be posted on the Website. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Any free trial or other promotion that provides access to certain Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact RxVantage to have the charges reversed.
Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to support@RxVantage.com.
- Indemnification. You agree to indemnify and hold RxVantage and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RxVantage Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Website, the Application, or the Services; (c) your violation of the Terms; (d) your violation of any rights of another party, (e) your violation of any applicable laws, rules or regulations, of (f) any claim that an RxVantage Party was or should have been your business associate as defined under HIPAA. RxVantage reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RxVantage in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account or the Services.
Disclaimer of Warranties.
- AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE WEBSITE, THE APPLICATION, AND THE SERVICES IS AT YOUR SOLE RISK, AND THE WEBSITE, THE APPLICATION, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. RXVANTAGE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- THE RXVANTAGE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE WEBSITE, THE APPLICATION, OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE WEBSITE, THE APPLICATION, OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, THE APPLICATION, OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE WEBSITE, THE APPLICATION OR THE SERVICES WILL BE CORRECTED.
- ANY CONTENT OR RXVANTAGE MATERIALS DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE, THE APPLICATION, OR THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE WEBSITE, THE APPLICATION, OR THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. RXVANTAGE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RXVANTAGE OR THROUGH THE WEBSITE OR THE RXVANTAGE MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- RXVANTAGE PROVIDES A TOOL RELATED TO COMPLIANCE WITH THE SUNSHINE ACT ON THE SERVICES. HOWEVER, RXVANTAGE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ITS COMPLIANCE WITH THE SUNSHINE ACT, AND ANY INFORMATION PROVIDED ABOUT THE SUNSHINE ACT IS FOR PURELY INFORMATIONAL PURPOSES ONLY.
- FROM TIME TO TIME, RXVANTAGE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT RXVANTAGE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
No Medical Advice. RXVANTAGE DOES NOT OFFER MEDICAL ADVICE. ANY CONTENT ACCESSED THROUGH THE RXVANTAGE MATERIALS ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE RXVANTAGE MATERIALS. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES. Information, advice, opinions or comments expressed by any User via the Service are not intended to substitute for informed professional advice. RxVantage is not a referral service and RxVantage does not endorse or recommend the use of any professional services.
- NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE RXVANTAGE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE RXVANTAGE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
Limitation of Liability.
- DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL RXVANTAGE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE APPLICATION, THE SERVICES OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT RXVANTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE WEBSITE, THE APPLICATION, OR THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, THE APPLICATION, OR THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE WEBSITE, THE APPLICATION, OR THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL RXVANTAGE PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY RXVANTAGE AS A RESULT OF YOUR USE OF THE SERVICES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID RXVANTAGE ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, RXVANTAGE’S MAXIMUM LIABILITY UNDER ALL CIRCUMSTANCES SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
- USER CONTENT. THE RXVANTAGE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Information Verification. RxVantage Parties may use various ways of verifying information that Users have provided. However, none of those ways are perfect, and you agree that RxVantage will have no liability to you arising from any incorrectly verified information.
- BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES AND LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RXVANTAGE AND YOU.
Procedure for Making Claims of Copyright Infringement. It is RxVantage’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to RxVantage by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website, or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Website or Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for RxVantage’s Copyright Agent for notice of claims of copyright infringement is as follows: RxVantage, Inc. ATTN: Copyright Agent 1500 Rosecrans Ave, Suite 500, Manhattan Beach CA 90266, legal@RxVantage.com.
Term and Termination.
- Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Website, the Application, or any Services, unless terminated earlier in accordance with these Terms.
- Prior Use. Notwithstanding the foregoing, if you used the Website, the Application, or any Services prior to the date you accepted these Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used the Website, the Application, or the Services (whichever is earlier) and will remain in full force and effect while you use the Website, the Application, or any other Services, unless earlier terminated in accordance with these terms.
- Termination of Services. If either party wants to terminate any Services provided by RxVantage, such party may do so by notifying the other party at any time, at which point you will close your Account for all of the Services that you use. Any notice by you should be sent, in writing, to RxVantage’s address set forth below or made by phone call to 866-464-2157.
- Effect of Termination. Termination of any Services includes removal of access to such Services and barring of further use of the Services but any termination of the Services does not result in the deletion of any data associate with your Account. RxVantage has no obligation to either store or delete any of Your Content after termination of any Services. Upon termination of any Services, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. RxVantage will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- Violations. If RxVantage becomes aware of any possible violations by you of the Terms, RxVantage reserves the right to investigate such violations. If, as a result of the investigation, RxVantage believes that criminal activity has occurred, RxVantage reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. RxVantage is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Website, the Application, or in the Services, including Your Content, in RxVantage’s possession in connection with your use of the Website, the Application, or the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of RxVantage, its Users or the public, and all enforcement or other government officials, as RxVantage in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that RxVantage determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for the Website, the Application, or the Services, RxVantage reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to RxVantage) that you have violated these Terms;
- Delete any of Your Content provided by you or your agent(s) to the Website, the Application, or the Services;
- Discontinue your registration(s) with the Website and/or any Services;
- Discontinue your subscription to any Services;
- Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which RxVantage deems to be appropriate.
No Subsequent Registration. If your registration(s) with or ability to access the Website, the Application, or the Services is discontinued by RxVantage due to your violation of any portion of these Terms or for otherwise inappropriate conduct, then you agree that you shall not attempt to re-register with or access the Website, the Application, or the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those materials or Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, RxVantage reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
This Website can be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that RxVantage intends to announce such services or Content in your country. The Website and Services are controlled and offered by RxVantage from its facilities in the United States of America. RxVantage makes no representations that the Website or the Services are appropriate or available for use in other locations. Those who access or use the Website or the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Electronic Communications. The communications between you and RxVantage use electronic means, whether you visit the Website or send RxVantage e-mails, or whether RxVantage posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from RxVantage in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that RxVantage provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release the RxVantage Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Users or third party websites of any kind arising in connection with or as a result of your these Terms or your use of the Website, the Application, or the Services. If you are a California resident, you hereby waive any and all rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
- Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without RxVantage’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. RxVantage may assign its rights and obligations hereunder without restriction.
- Force Majeure. RxVantage shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Dispute Resolution. If you believe that RxVantage has not adhered to these Terms, please contact RxVantage by emailing us at legal@RxVantage.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
- Choice of Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflict of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- Limitations Period. YOU AND RXVANTAGE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with RxVantage and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any Services provided by RxVantage that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and RxVantage, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to RxVantage should be sent to: 1500 Rosecrans Ave, Suite 500, Manhattan Beach, CA 90266. After the Notice is received, you and RxVantage may attempt to resolve the claim or dispute informally. If you and RxVantage do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Los Angeles, CA, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that RxVantage made to you prior to the initiation of arbitration, RxVantage will pay you $1,000 in addition to the award. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or RxVantage pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and RxVantage, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and RxVantage.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes (except for claims seeking injunctive relief) shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with RxVantage.
- Small Claims Court. Notwithstanding the foregoing, either you or RxVantage may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles, California, for such purpose.
- Choice of Language. It is the express wish of the parties that these Terms and all related documents have been written in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
- Notice. Where RxVantage requires that you provide an e-mail address, you are responsible for providing RxVantage with your most current e-mail address. In the event that the last e-mail address you provided to RxVantage is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, RxVantage’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to RxVantage at the following address: 1500 Rosecrans Ave, Suite 500, Manhattan Beach, CA 90266. Such notice shall be deemed given when received by RxVantage by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer the RxVantage Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the RxVantage Materials, and any other applicable laws. In particular, but without limitation, the RxVantage Materials may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the RxVantage Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the RxVantage Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by RxVantage are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer RxVantage products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application:
- You acknowledge and agree that (i) these Terms are concluded between you and RxVantage only, and not Apple, and (ii) RxVantage, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between RxVantage and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of RxVantage.
- You and RxVantage acknowledge that, as between RxVantage and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and RxVantage acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between RxVantage and Apple, RxVantage, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- You and RxVantage acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
- Without limiting any other terms of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
- Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
International Provisions. The following provisions shall apply only if you are located in the countries listed below.
- United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
- Germany. Notwithstanding anything to the contrary in the limitation of liability provisions herein, RxVantage is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
End of Terms