Terms of Use

Last Revised: 09/13/2024

Terms of Use("User Agreement")

The following Terms of Use ("User Agreement") govern your access to and use of this Website ("Website"), including any content and Services offered through the Website. We may make changes to this User Agreement from time to time. When we do so, we will post the revised User Agreement on our Website and change the “updated” date. You are responsible for reviewing this User Agreement and the Privacy Policy (incorporated herein by reference) on a regular basis to make sure you are still in agreement to comply with them. By using or accessing the Website and Services after changes have been made to the Website, the User Agreement, or Privacy Policy, you are agreeing to accept those changes.

Acceptance of Terms

This User Agreement is a legally binding contract. By using this Website, you accept and agree to be bound by this User Agreement and all applicable terms and restrictions. You agree that you are able to accept the Terms of Use for the Website and Services and that you will use the Website and Services in a manner consistent with these Terms of Use. MedImpact provides access to this Website and the other Services provided by us through this Website, either in whole or in part, through the Internet subject to your acceptance of the User Agreement, which may be amended by Us at any time.

Any changes to this User Agreement will be communicated through this Website and will be effective 30 days after the date of such update. By becoming a User (as defined herein) of the Website, you agree to be bound by the terms of this User Agreement. When using a particular service through this Website, you may also be subject to any posted guidelines, rules, terms of service, codes of conduct or other contractual provision as noted, including the Disclaimer, Privacy Policy, and User Agreement.

Types of Users

Any person accessing the Website or other Services provided by Us through this Website, either manually or via an automated device, handheld device, application or program, to the extent permitted hereunder, shall be considered a "User." All Users are bound by the terms of this User Agreement. All Users must be at least 13 years of age, and if the User is under 18 years of age, a parent or legal guardian must accept this User Agreement on behalf of the User.

Acceptable and Lawful Use; No Endorsement of Content

Users shall comply with all appropriate laws, statutes, and regulations regarding the use of this Website. MedImpact makes no representations or endorsements regarding the quality, accuracy, and reliability of information posted on the Website. User shall comply with all applicable privacy and security laws, including but not limited to the Health Insurance Portability and Accountability Act and its implementing regulations at 45 CFR Parts 160-164, as amended from time to time, with respect to any information accessed using this Website.

Protecting Your Information

You agree to keep any correspondence you receive relating to the Website and Services (including, but not limited to, your user ID, passwords, other registration information, e-mails, order information, or any other information, hereinafter referred to as "Services") confidential and in a safe place. You agree that you will not provide your user ID or password to any other person. If other people have access to your computer, handheld device, user ID or password, or other personal information, they may be able to access information you have obtained from the Website and Services. You agree to implement reasonable and appropriate safeguards to ensure that unauthorized persons do not have access to the information accessed through the Website or Services. We are not responsible for the security or privacy of any such information under these circumstances.

You agree to notify Us immediately at privacy.securityteam@medimpact.com if you learn of or suspect any loss or unauthorized use of your login information (user ID or password). You agree that We may suspend or terminate your access to the Website and Services at any time if We believe this is necessary or appropriate to protect the privacy or security of the Website or Services or any information accessible through the Website or Services. We are also not responsible for the security of your internet access services provider and you should review their security and privacy policies carefully.

Dispute Resolution

Users agree to use the dispute resolution procedures set forth herein with respect to any controversy or claim arising out of or relating to this User Agreement or its breach. Any dispute between you and The Entity arising out of or in connection with this User Agreement shall be settled by a binding arbitration in San Diego, California, in accordance with the then-current rules and procedures of Judicial Arbitration and Mediation Services, Inc. (JAMS). The arbitrator shall apply the law in accordance with the laws of the State of California. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You agree that, any provision of law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. Any disputes between you and other users of this Website are not the responsibility of The Entity.

Governing Law; Attorneys' Fees

Although this Website may be accessed by any User worldwide, the Website and Services are intended only for use by United States residents, are presented solely as a service to visitors and subscribers located in the United States of America ("U.S.") and its territories, and therefore may not comply with legal requirements of foreign countries. Users residing outside of the U.S. and its territories who access and use this Website do so at their own risk and are responsible for complying with any of their foreign country's laws. This User Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules and matters affecting copyrights, trademarks, and patents under U.S. federal law.

Intellectual Property

The Website and Services contain copyrighted works, trademarks and other proprietary material owned by The Entity or our information providers. This Website is protected by federal and international copyright and trademark laws. If no restrictions are displayed, you may print, download, or make copies of materials, including this User Agreement, from the Website and Services for your own personal and non-commercial use only. Except as just provided, you may not copy, reproduce, publish, post, transmit, display, store, sell, sublicense, transfer or distribute material or images, or reverse engineer, decompile, disassemble, modify or create derivative works from the Website and Services without prior express written permission from an employee of The Entity who has the authority to grant such permission.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in any advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

While We strive to keep up-to-date materials on the Website, We cannot and do not assume responsibility for any errors or omissions in the information presented on or through this Website. We have no obligations to update this Website; therefore, information presented may be out of date and contain inaccuracies or errors. We may make changes to the information on the Website or Services, or to these Terms of Use, at any time without prior written notice.

THE ENTITY PROVIDES ACCESS TO THIS WEBSITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE ENTITY MAKES NO WARRANTY THAT THE WEBSITE OR SERVICE WILL MEET USER REQUIREMENTS, OR THAT SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR SERVICE OR THAT ANY DEFECTS WILL BE CORRECTED.

Other Limitations of Liability

The Entity cannot and will not assume any liability for unauthorized or fraudulent use of the Website and Services. By accessing the Website and Services, you agree to hold harmless and waive all claims against The Entity and its affiliates regarding the information provided and your use of it. UNDER NO CIRCUMSTANCES WILL THE ENTITY OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

We will notify you of any claim made by a third party for liability or expense arising from your use of the Website and Services, in whole or in part, directly or indirectly. You in turn agree to indemnify, defend, and hold harmless The Entity and its affiliates, respective officers, directors, employees, contractors, agents, and other related parties for any such claim, including reasonable attorneys' fees. This section shall survive termination of the User Agreement.

Medical and Other Advice

The information provided by Us is neither intended nor should it be construed as medical, legal or other professional advice. All information on the Website and Services is for User's educational and informational purposes only. This information is not intended as a substitute for consultation with User's physician or other licensed medical, financial, or legal professional and should NOT be used to diagnose or treat a health problem. User should consult with User's physician to assist in evaluating the appropriateness of any information provided by the Website and Services. User should never disregard, avoid or delay obtaining medical advice from a licensed professional because of something in the Website or Services. In no event will The Entity be responsible for any decision made or action taken in reliance on the information contained in the Website and Services.

The Website may include content provided by third parties. All statements and opinions expressed or made by such third parties are solely the opinions and the responsibility of the person or entity providing those materials and do not necessarily reflect the opinion of The Entity. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

User's Use of the Website and Services

User agrees to use the Website and Services only for lawful purposes and in a manner consistent with their intended use and these Terms of Use. We may, at any time and without notice, prohibit access to the Website and Services to any individuals whom We determine are using the Website and Services in a way not permitted under these Terms of Use, or is restricting or prohibiting any other user from using or enjoying the Website and Services, or whose conduct might constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law.

Examples of prohibited uses of the Website and Services include, but are not limited to: (a) sharing of information accessed through the Website and Services with an unauthorized third party; (b) placement on the Website and Services of any untrue, malicious, fraudulent, harassing, offensive or defamatory material, or any material that is irrelevant to a legitimate use of the Website and Services; (c) introduction of viruses, worms or other programming routines that are intended to disrupt or interfere with the operation of the Website and Services; (d) linking to or insertion of links to other sites of whatever character; (e) unauthorized changes to any data or information supplied by the Website and/or Services; (f) any activity that infringes on the copyright, patent, trademark or other rights of any other person or organization. Any unauthorized entry (commonly referred to as "hacking") into any portion of the Website or Services may constitute a crime under state and/or federal law and Users conducting such activity will be subject to prosecution of these violations to the fullest extent permitted by law. In addition, The Entity hereby reserves all of its rights and remedies. Anyone using this Website and Services in violation of these Terms of Use will be liable to The Entity for any and all damages suffered by Us.

Severability

If an arbitrator or legal authority determines that any part of this User Agreement is illegal or unenforceable, then such part will be eliminated, and the remaining Terms of Use will remain in force and effect and continue to apply to your use of the Website and Services.

Entire Agreement

This Agreement and any documents expressly incorporated by reference constitute the entire agreement between The Entity and the User pertaining to the subject matter hereof, and supersede all prior agreements, representations and warranties, both written and oral with respect to the Website. From time to time, where certain laws/jurisdictions apply and when necessary, We may make amendments. User shall regularly review the User Agreement that is posted on the Website.

If User has any questions about the User Agreement, contact us at privacy.securityteam@medimpact.com. These Terms of Use shall survive termination of the User Agreement.

The use of "We," "Our," “Us,” or "The Entity", in the above refers to MedImpact Healthcare Systems, Inc. and its affiliated entities.