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Terms and Conditions

RELEVANT PHARMACY SOLUTIONS

DBA INSTANTRX TERMS AND CONDITIONS

 

 

TERMS AND CONDITIONS

  1. Customer shall use the Services only in compliance with Company’s standard published policies in effect from time to time and all applicable laws and regulations. 

Company has no obligation to monitor Customer’s use of the Services, but Company may do so and may prohibit any use of the Services that Company believes may be (or alleged to be) in violation of this Agreement or the policies.

  1. Customer, and not Company, will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of the Equipment, Customer account, passwords (including administrative and user passwords), and files, and for all uses of Customer account or the Equipment, whether with or without Customer’s knowledge or consent.

 

  1. CONFIDENTIALITY; PROPRIETARY RIGHTS

(a) Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services. The Receiving Party: (i) shall take reasonable precautions to protect the Proprietary Information; (ii) shall not use (except in performance of the Services or as otherwise permitted by this Agreement) the Proprietary Information; and (iii) shall not disclose the Proprietary Information to any third party. The obligations under this Section 3(a) will apply with respect to any Proprietary Information for five (5) years following the termination of this Agreement; provided, however, that the non-use and non-disclosure obligations in this Section 3(a) will apply to Proprietary information that is a trade secret until that Proprietary Information is no longer a trade secret. "Proprietary Information" does not include information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. A Receiving Party may disclose Proprietary Information to the minimum extent that is required to be disclosed by law. 

(b) “Customer Data” means all electronic data or information submitted by Customer to be stored or processed in the Company's software platform. Customer will own all interests in the Customer Data. Company will own all interests, including intellectual property rights, in (a) the Services and its software, together with any improvements, enhancements or modifications to the Services or the software, and (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support.

(c) Company may collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies (including information concerning Customer Data and data derived from Customer Data), and Company may, during and after the Term, (i) use that information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose that data solely in aggregate or other de-identified forms in connection with Company's business. No rights or licenses are granted except as expressly set forth in this Agreement. 

  1. PAYMENT OF FEES

(a) Customer shall pay Company the fees described in the Order Details (the “Fees”) for the Services and Implementation Services in accordance with the terms in the Order Details. If Customer’s use of the Services exceeds the Service Capacity set forth in the Order Details or otherwise requires the payment of additional fees (under the terms of this Agreement), Company may bill Customer for that usage, and Customer shall pay the additional fees provided in this Agreement. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

(b) Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. 

(c) If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit if a correction is warranted. Inquiries should be directed to Company’s customer support department.

(d) Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). 

  1. TERM AND TERMINATION

(a) Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Details, and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (60) days prior to the end of the then-current term.

(b) In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (60) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. If Customer terminates because of Company's breach, Customer must pay, with its notice, in full for the Services up to and including the last day on which the Services are provided.

(c) All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

Upon any termination of this Agreement, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, and Company may thereafter delete stored Customer Data in accordance with its policies.

 

  1. WARRANTY AND DISCLAIMER

(a) Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. 

(b) The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  1. INDEMNITY

Customer shall indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including costs and attorneys’ fees) in connection with any third-party claim or action that arises from Customer's alleged breach of this Agreement or from Customer’s use of the Services.

  1. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR ITS TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. GOVERNING LAW

This Agreement is governed by the laws of the State of Kentucky without regard to its conflict of laws provisions. The parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in Kentucky. Each party must bring any proceeding under or arising out of this Agreement or the Services only in those courts. Each party represents to the other that those courts are a convenient forum. 

  1. ADDITIONAL PROVISIONS If any provision of this Agreement is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. There shall be no force or effect given to any different terms of any related purchase order or similar form even if signed by the parties after the Effective Date. All waivers and modifications must be in writing, signed by both parties, except as otherwise provided in this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; upon actual receipt, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and five (5) days after mailing, if sent by certified or registered mail, return receipt requested. 

 

 

EXHIBIT A

Statement of Work

The Company shall provide the following Implementation Services:

  • Program Oversight/Expansion

  • Education, Training, and Marketing

  • Order Fulfillment

  • White Label

  • Delivery Function

  • Prescription Refill API – Subject to Integration Timeline

  • Additional Services

 

EXHIBIT B

Support Terms

Company will provide technical support to Customer via electronic mail on weekdays during the hours of 8AM CST - 5PM CST, with the exclusion of federal holidays (“Support Hours”).

Customer may initiate a helpdesk ticket any time by emailing support@instantrx.co.

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within 3 business days.

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