Use of Services Terms & Conditions
Effective Date: August 1, 2020
RxWantBook is an offering from Prescription Logics, Inc, a Delaware Corporation
with official mailing address of 3000 Green Rd, Unit#130107, Ann Arbor, MI 48113
(the “Company”). These terms and conditions (the “Agreement”) govern your
access and use of the Company’s website, software products or services (such as the RxWantBook and individual or
standalone modules, consulting services or applications(apps)) (collectively, the“Services”), which
includes any applications or related documentation. By using the Services, you agree to these terms. If you (or the
entity through which you have been granted or otherwise obtained access to the Services) have entered into another
agreement with the Company, then the terms of that agreement (the “Additional Agreement”) controls
where it conflicts with these terms or is not addressed in these terms.
- Service Performance. To use our Services, you need your own compatible hardware, software and
Internet access (fees may apply) at your cost. Our Services’ performance may be affected by these factors. We are
not responsible for the hardware, software or Internet access OR any service performance issues arising out of your
hardware, software or internet access that you use to access the Services.
- Protected Health Information (“PHI”). We do not require any information considered as PHI for our
current Services. You agree not to share any PHI with the Company or its representatives as part of obtaining our
Services any time. If at any time we determine that the information required for any current or new Services is
considered PHI either alone or when combined with other data, you agree to promptly sign a Business Associate
Agreement (BAA) pursuant to HIPAA rules and regulations then in force before any Service can be offered or
- Subscription Rights. Subject to your compliance with these terms, you may access and use the
- Intellectual Property. Prescription Logics, Inc retains all right, title and interest in the
Services, including without limitation all software or hardware used to provide the Services and all graphics, user
interfaces, logos, and trademarks reproduced through the Services. We reserve all rights not granted under these
- Feedback. You have no obligation to provide us with ideas, suggestions, or proposals
(“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide,
royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import,
reproduce, publicly display, distribute, modify, and publicly perform the Feedback for the Company’s business .
- Fees and Payment. Unless stated in any Additional Agreement, we will charge you an initial
deposit equal to the subscription or Services fee for one month of services. This will be applied to cover the first
month of the Services when they commence. At the start of each successive month (calculated from the Commencement
Date) and for the duration of your annual contract, we will charge you the monthly rate stated at the time of
purchase plus any applicable taxes (such as value added tax (“VAT”) when the state rate does not
include VAT). We will not refund any fee paid under this Agreement. If you add any additional services after you
initially contract with us, we will start billing you for those services at that time in the same manner described
above. If the applicable VAT rate (or other included tax or duty) changes during your one-year term, the
tax-inclusive price will adjust accordingly.
- Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party
fee (including, but not limited to, telephone toll charges, mobile carrier fees, ISP charges, data plan charges,
credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the
fees you owe us. You are responsible for all related collection costs and expenses.
- Credit Card Information. If you do not notify us of updates to your payment method, to avoid
interruption of your service, we may participate in programs supported by your card provider to try to update your
payment information, and you authorize us to continue billing your account with the updated information that we
- Term. Your subscription to the Services begins on the first day that you are able to access and
use the Services (or, in the case of additional services or products, from the date you gain access to those
additional services or products) (the “Commencement Date”). Unless otherwise provided for by any
Additional Agreement, the initial term for your subscription lasts for one year from the Commencement Date. Your
subscription for the Services will automatically renew for one additional year unless terminated in any manner
- Termination by You. You may terminate your subscription to the Services or any individual
service or product by giving us notice that you are terminating the subscription at least 30 days before the end
of any existing term for the Services or individual service or product.
- Termination by Us. We may terminate your right to access and use the Services if: (i) you fail
pay us on time for the fees or applicable taxes for the Services; (ii) any other Additional Agreement that
provides for your access and use of the Services expires or is terminated; (iii) we are required by law to do so;
or (iv) you violate any terms of this Agreement (or act in a manner that shows you to not intend to, or unable to,
comply with these terms).
- Effect of Termination; Survival. The expiration or termination of your subscription to the
Services does not relieve you of any obligation to pay any outstanding fees. Upon termination or expiration, you
will no longer have access and use to the Services and you must discontinue using any of our confidential
information. Your obligation to indemnify us, protect confidential information, all warranty disclaimers,
limitations of liabilities, dispute resolution, venue and governing law provisions will continue in effect after
the expiration or termination of this Agreement.
- Acceptable Use. You agree not to: (a) use the Services for service bureau or time-sharing
purposes or in any other way allow third parties to exploit the Services; (b) provide your passwords or other
log-in information to any third party or departed employees or contractors; (c) share non-public features or
content of the Services with any third party; or (d) access the Services in order to build a competitive product
or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy
any ideas, features, functions or graphics of the Services. In the event that we suspect any violation of these
requirements, we may suspend your access to the Services without advanced notice, in addition to any other
remedies we may have. We are not required to take any action for suspected violations, but may take any action
that we see fit.
- Unauthorized Access. You agree to take reasonable steps to prevent unauthorized access to the
Services, including protecting your passwords and log-in information. If you suspect or know of any unauthorized
access or use of the Services, you agree to notify use immediately so that we may take action to stop any security
breach. You are responsible and liable for any use of the Services through your account whether authorized or
- Compliance with Laws. In using the Services, you warrant and agree to comply with all
applicable laws, including without limitation laws governing the protection of personally identifiable
information(“PII”), protected health information (“PHI”) and other laws applicable to the protection or
communication of your data or information.
- Indemnification. You agree to indemnify, defend and hold us harmless (including our directors,
officers, employees, agents and affiliates) from and against any and all claims, liabilities, losses or damages
(including reasonable attorney fees, expert witness fees, expenses and costs of settlement) arising out of or with
respect to your use of the Services or your violation of any term of this Agreement.
- Data. Except as stated in any Additional Agreement, you understand and agree that:
- Data Authorization. You authorize us to receive your data from your practice management system
or any third party that you have authorized to gather, collect, store or otherwise maintain your data.
- Data Sharing. If your access or use of the Services is subject to any additional agreement or
business arrangement (including, but not limited to, through an agreement or arrangement with a drug supplier,
manufacturer, pharmacy management system, group purchasing organization or pharmacy services administrative
organization or as part of any other program by a third party), you authorize us to share your data with such
third party or parties in order to provide the Services.
- Data Accuracy. We have no responsibility or liability for the accuracy of data or information
sent to our database for your use of the Services, which includes data provided or entered by you directly or data
we receive indirectly from third parties that you have authorized to send us data. You agree that the full
responsibility of ensuring the accuracy of such data is your own responsibility, to obtain the desired results.
- Data Rights. You give us exclusive and unrestricted right to use or commercialize the Data.
“Data” is the data generated by your use or access of the Services OR stored in our software or
databases as a result of your use or access of our Services. We may use, reproduce, sell, publicize, market or
otherwise leverage Data in any way, in our sole discretion, and make use of any derivative works that we create
from the Data.
- Risk of Exposure. You recognize that hosting data remotely involves risks of unauthorized
disclosure or exposure and that, in accessing and using the Service, you assume such risks. We offer no
representation, warranty, or guarantee that your data or information will not be exposed or disclosed through
errors or the actions of third parties.
- System Maintenance. We may interrupt the Services periodically to perform maintenance. We will
use reasonable efforts to notify you prior to the performance of any maintenance. To the extent possible, we will
schedule maintenance during non-peak hours (between 10:00 PM and 6:00 AM EST). There may be times where we have to
perform emergency maintenance without notice and during peak usage times. You may not treat any interruption for
maintenance as our failure to perform under this Agreement.
- Confidential Information.
- “Confidential Information” includes documentation or training materials provided by us,
features, functionality or screen shots of the Services, any document we may mark as “Confidential,” information
we orally designate as “Confidential” at the time of disclosure, and any other nonpublic, sensitive information
that we may disclose to you, whether or not marked or designated as “Confidential.” Information that otherwise
would be deemed Confidential Information but (a) is generally and legitimately available to the public through no
fault or breach of yours, (b) is generally made available to the public, (c) is independently developed by you
without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right
to transfer or disclose it to you without limitation will not be considered Confidential Information under this
Agreement. All Confidential Information remains our sole property and you have no implied licenses or other rights
in the Confidential Information not specified in this Agreement.
- Nonuse and Nondisclosure of Confidential Information. Except as expressly permitted, you agree
that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than
individuals who are enrolled in the same Services, or as otherwise expressly permitted or agreed to by us in
writing. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure,
publication, or dissemination of Confidential Information, including preventing access to or display of the
Services to third parties. You agree to use the Confidential Information solely for the permitted uses as set
forth in this Agreement. You agree not to use Confidential Information otherwise for your own or any third party’s
benefit without our prior written approval. You hereby acknowledge that unauthorized disclosure or use of
Confidential Information could cause us irreparable harm and significant injury that may be difficult to
ascertain. Accordingly, you agree that we will have the right to seek immediate injunctive relief to enforce
obligations under this Agreement in addition to any other rights and remedies we may have.
- Disclaimers of Warranties.
- Unless stated in any Additional Agreement, the Services, Applications and Software are provided “AS-IS.”
To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied
warranties of non-infringement, merchantability, course of dealing, course of performance, usage of trade and
fitness for a particular purpose. We further disclaim any warranty that (i) the Services will meet your
requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (ii) the results
that may be obtained from the use of the Services will be effective, accurate, or reliable; (iii) the quality of
the Services will meet your expectations; or that (iv) any errors or defects in the Services will be
- We specifically disclaim any liability for any actions resulting from your use of any Services. You may
use and access the Services at your own discretion and risk, and you are solely responsible for any damage to
your computer system or loss of data that results from the use and access of any Service.
- Limitation of Liability.
- Unless stated in any Additional Agreement, we are not liable to you or anyone else for: (i) any loss of
use, data, goodwill, or profits, whether or not foreseeable; and (ii) any special, incidental, indirect,
consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these
damages), including those (A) resulting from loss of use, data, or profits, whether or not foreseeable, (B)
based on any theory of liability, including breach of contract or warranty, negligence or other tortious action,
or (C) arising from any other claim arising out of or in connection with your use of or access to the Services.
Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’)
intentional misconduct, or for death or personal injury.
- Our total liability in any matter arising out of or related to these terms is limited to the aggregate
amount that you paid for access to the Service during the three-month period preceding the event giving rise to
the liability. This limitation will apply even if we have been advised of the possibility of the liability
exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
- The limitations and exclusions in this section apply to the maximum extent permitted by law.
- Dispute Resolution.
- Process. For any concern or dispute you may have, you agree to first try to resolve the dispute
informally by contacting us. If a dispute is not resolved within 30 days of submission, you and Prescription
Logics, Inc must resolve any claims relating to these terms and the Services through final and binding
arbitration, except that you may assert claims in small claims court if your claims qualify. This includes claims
about the validity, applicability or existence of this Agreement.
- Rules. The arbitrator will administrate the arbitration in the State of Delaware, pursuant to
its rules under Delaware Rapid Arbitration Act (DRAA). There will be one arbitrator that both you and Prescription
Logics, Inc will select. Judgment upon the award rendered may be entered and will be enforceable in any court of
competent jurisdiction having jurisdiction over the parties.
- No Class Actions. You may only resolve disputes with us on an individual basis, and may not
bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
- Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized
access to or use of the Services in violation of these terms you agree that we are entitled to apply for
injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of
the State of Delaware without reference to: (a) any conflicts of law principle that would apply the substantive
laws of another jurisdiction to the parties’ rights or duties; or (b) the 1980 United Nations Convention on
Contracts for the International Sale of Goods.
- Construction of Terms of Agreement; Modification. The language in all parts of this Agreement
shall be constructed as a whole according to its fair meaning and not strictly for or against any party hereto.
Headings in this Agreement are for convenience only and are not construed as a part of this Agreement or in any
defining, limiting or amplifying the provisions hereof. In the event any term, covenant, or condition herein
contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term,
covenant or condition shall in no way affect any other term, covenant or condition herein contained.
- Technology Export. You will not: (a) permit any third party to access or use the Services in
violation of any U.S. law or regulation; or (b) export any software that we provide or otherwise remove it from
the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the
generality of the foregoing, you will not permit any third party to access or use the Services in, or export such
software to, a country subject to a United States embargo (presently, Cuba, Iran, North Korea, Sudan, and Syria).
- Notice to Prescription Logics, Inc. You may send the notices to us to at the following address:
Prescription Logics, Inc, Attention: General Counsel. 3000 Green Road, Unit#130107, Ann Arbor, MI 48113.
- Notice to You. We may notify you by email, postal mail, postings within the Services, or other
legally acceptable means.
- Entire Agreement. This agreement between you and us regarding your use of the Services and
supersede any prior such agreements between you and us relating to the use of Services.
- Non-Assignment. You may not assign or otherwise transfer these terms or your rights and
obligations under these terms, in whole or in part, without our written consent and any such attempt will be void.
We may transfer our rights under these terms to a third party.
- Severability. If a particular term is not enforceable, the unenforceability of that term will
not affect any other terms.
- Statutory Exemptions for Public Institutions. If you are a qualified public educational or
government institution and any part of this Agreement, such as, by way of example, all or part of the
indemnification section, is invalid or unenforceable against you because of applicable state or federal law, then
that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most
consistent with applicable governing law. If Delaware law is precluded, this Agreement shall be construed under
the laws of the state in which your public educational or government institution is located.
- No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that
- Modifications. We may modify these terms or any additional terms that apply to a Service to,
for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We
will post notice of modifications to these terms on this page. We will post notice of modified or additional terms
in the applicable Service. By continuing to use or access the Services after the revisions come into effect, you
agree to be bound by the revised terms. This Agreement may not be amended in any other way except through a
posting a new version of either at the Website, and such new version will become effective on the date it is