HPRx Insurance Terms of Service

Last Updated: November 1, 2024

These Terms of Service (“Terms”) apply to your access to and use of the websites, applications, and other products and services, including text messaging services, patient engagement systems, demographic analysis, loyalty and trust campaigns, patient nurture campaigns, and other pharmacy support services (collectively, our “Services”) provided by HPRx Insurance (“HPRx Insurance,” “we,” or “us”). By clicking to indicate your acceptance of these Terms, or otherwise accessing or using the Services, you agree to these Terms and to use our Services in accordance with our Acceptable Use Policy, which is incorporated by reference into these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 19, do not access or use our Services. In addition to these Terms, we may ask you to accept additional terms that apply to specific features, products, or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, product, or service. If you have any questions about these Terms or our Services, please contact us at

[email protected]

.

1) Eligibility and Authority

You must be at least 18 years of age or older to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2) Accounts; Account Security; Electronic Communications

You will need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account, not share your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. By creating an HPRx Insurance account, you consent to receive electronic communications from HPRx Insurance (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

3) Privacy

Please refer to our Privacy Policy for information about how we collect, use, and disclose information about you. HPRx Insurance is HIPAA-compliant and adheres to all relevant healthcare regulations in the U.S. regarding the use, storage, and protection of patient data.

4) Our Services; License

Our Services may allow you and other users to create, post, store, and share marketing, communications, or other content, including, but not limited to, email, text or SMS messages, photos, videos, software, and other materials, and review or message boards (collectively, "Marketing Content"). Except for the license you grant below, you retain all rights in and to your Marketing Content, as between you and HPRx Insurance. You grant HPRx Insurance a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, adapt, publish, translate, distribute, and display your Marketing Content to the recipients or audience designated by you or otherwise in accordance with the settings you specify in the Services. We may view, copy, and internally use Marketing Content to help us train and improve the Services and detect issues. You may not create, post, store, or share any Marketing Content that violates these Terms, including our Acceptable Use Policy, or for which you do not have all rights necessary to grant us the license described above.

5) Prohibited Conduct

5.1) Prohibited Activities on the Services

You will not violate any applicable law, contract, intellectual property, or other third-party right or commit a tort. You are solely responsible for your conduct while accessing or using our Services. You agree not to:

Engage in any harassing, threatening, or predatory behavior;Impersonate any HPRx Insurance official or falsely misrepresent your affiliation;Access the Services through unauthorized means;Interfere with the proper functioning of our Services;Reverse engineer or bypass measures to prevent or limit access;Use the Services for illegal or unauthorized purposes.

5.2) Compliance with Laws

You represent and warrant that your use of the Services will comply with all applicable laws, including HIPAA and data protection laws. You are responsible for obtaining any necessary consents for processing and sending Marketing Content to your Contacts.

6) Terms of Sale

6.1) Subscriptions

When you sign up for our Services, you agree to an annual subscription with HPRx Insurance. For details, please refer to the respective agreements. You acknowledge that your subscription will continue until canceled and you will be billed accordingly.

6.2) Cancellation

You may cancel your subscription by following the instructions in your account or by contacting us. Cancellations take effect at the end of the current subscription period, and you are responsible for fees up to that date. Inactivity does not equate to cancellation.

7) Limited License; Copyright and Trademark

Our Services and their content are owned by or licensed to HPRx Insurance and protected by law. You are granted a limited license to access and use the Services for personal or organizational communication with your Contacts. Unauthorized use is prohibited.

8) Third-Party Content and Services

Our Services may include third-party content. HPRx Insurance does not endorse or control such content and is not responsible for any interactions with third-party services.

9) Feedback

Any feedback submitted to HPRx Insurance becomes our property, and we may use it without acknowledgment or compensation to you.

10) Publicity

You agree to be identified as a customer of HPRx Insurance in marketing materials, with consent required for identifying specific pharmacies.

11) Copyright Complaints

If you believe your rights are infringed, contact us at

[email protected]

.

12) Indemnification

You agree to indemnify and hold harmless HPRx Insurance and affiliates from claims arising from your use of the Services, your content, or violations of these Terms.

13) Disclaimers

Our Services are provided "as is," without warranties. HPRx Insurance does not guarantee the accuracy or safety of the Services.

14) Limitation of Liability

HPRx Insurance will not be liable for indirect or incidental damages. Total liability is limited to amounts paid by you for Services.

15) Release

You release HPRx Insurance from claims related to disputes with other users or third parties.

16) Transfer and Processing Data

By using our Services, you consent to data processing in the U.S. and other countries.

17) Export Control and Sanctions Compliance

You agree to comply with applicable export and sanctions laws and anti-corruption regulations.

18) Commercial Items

If acquired by U.S. agencies, our Services are considered “commercial computer software.”

19) Dispute Resolution; Binding Arbitration

Disputes will be resolved through binding arbitration in Utah, following JAMS rules. You waive the right to participate in class actions.

20) Governing Law and Venue

Utah law governs these Terms, with disputes resolved in Utah courts.

21) Changes to these Terms

We may update these Terms and will notify you through our Services or via email.

22) Termination

We may terminate your access at our discretion without notice.

23) Severability

If any part of these Terms is unenforceable, the rest remains valid.

24) Miscellaneous

These Terms are the entire agreement. Assignment is not allowed without our consent.