UPDATED june 1, 2024

The following Terms of Use ("User Agreement") govern your access to and use of this mobile app ("App"), including any content and Services offered through the App. As new features are added to the App or legal requirements change, the Privacy Policy and Terms of Use may be modified. We may update and change this User Agreement from time to time without notice to you. 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 App and Services after changes have been made to the App, 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 App, 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 App and Services and that you will use the App and Services in a manner consistent with these Terms of Use. We provide access to this App and the other Services provided by Us through this App, 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 App and will be effective 30 days after the date of such update. By becoming a User (as defined herein) of the App, you agree to be bound by the terms of this User Agreement. When using a particular service through this App, 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 App or other Services provided by Us through this App, 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; accordingly, as a User, You are bound by the terms of this User Agreement. As a User, you must be at least 13 years of age, and if you are under 18 years of age, a parent or legal guardian must accept this User Agreement on your behalf.

Acceptable and Lawful Use; No Endorsement of Content

You shall comply with all appropriate laws, statutes, and regulations regarding the use of this App. We make no representations or endorsements regarding the quality, accuracy, and reliability of information posted on the App. You 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 App.

Protecting Your Information

You agree to keep any correspondence you receive relating to the App 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 App 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 App or Services. We are not responsible for the security of 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 App and Services at any time if We believes this is necessary or appropriate to protect the privacy or security of the App or Services or any information accessible through the App 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

You 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 Us 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 App are not Our responsibility.

Governing Law; Attorneys' Fees

Although this App may be accessed by any User worldwide, the App 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. If you are a User residing outside of the U.S. and its territories and access and use this App, you do so at our own risk and you are responsible for complying with any of your 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. In any action to enforce this User Agreement, the expenses of the arbitration, including reasonable attorney's fees, will be paid for by the party against whom the award of the arbitrator is rendered.

Intellectual Property

The App and Services contain copyrighted works, trademarks and other proprietary material owned by Us or our information providers. This App 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 App 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 App and Services without prior express written permission from Our employee who has the authority to grant such permission. In addition, you may not modify, alter, revise, paraphrase, omit, change, create derivative works, or modify or obliterate any copyright notice or other warning on any material or images from the App or Services without prior express written permission from Our employee who has the authority to grant such permission. Any rights not expressly granted by this User Agreement or any applicable end-user license agreements are reserved by Us.

Disclaimer of Warranties

We provide access to this App and Services "as is" and without any warranty or condition, express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, and fitness for a particular purpose and non-infringement. As a User, you assume total responsibility and risk for use of this App, website-related services or information, and hyperlinked websites. Services and information provided by hyperlinked websites or third parties may be subject to the additional terms and conditions of those providers. We make no warranty that the App 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 App or service or that any defects will be corrected. We make no warranty regarding any goods or services purchased through the App or through hyperlinked websites. No advice or information, whether oral or written, obtained by you, a User, from Us shall create any warranty not expressly made herein.

Other Limitations of Liability

We cannot and will not assume any liability for unauthorized or fraudulent use of the App and Services. By accessing the App and Services, you agree to hold harmless and waive all claims against the entity and our related parties regarding the information provided and your use of it. In addition, you agree that under no circumstances will We or our related parties 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 - or for any loss of profits or revenue, including but not limited to loss of sales, profit, revenue, goodwill, or downtime, (however arising in tort, contract, or otherwise) regardless of our negligence or whether We knew or should have known of the possibility of such damages. Our entire liability and your exclusive remedy with respect to any dispute or claim related to the App and Services is your stopping your use of the App and Services. The limitations of liability provided in this agreement inure to the benefit of the entity and to all of Our respective officers, directors, employees, attorneys and agents. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.

Indemnification

We will notify you of any claim made by a third party for liability or expense arising from your use of the App and Services, in whole or in part, directly or indirectly. You in turn agree to indemnify, defend, and hold harmless Us and Our 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 not intended as medical, legal or other professional advice. All information on the App and Services is for User's educational and informational purposes only. This information is not intended as a substitute for consultation with User's doctor or other licensed medical professional and should NOT be used to diagnose or treat a health problem. You should consult with your doctor to assist in evaluating the appropriateness of any information provided by the App and Services. You should never disregard, avoid or delay obtaining medical advice from a licensed professional because of something in the App or Services. In no event will We be responsible for any decision made or action taken in reliance on the information contained in the App and Services.

The information in the App and Services is also not intended as and does not constitute financial or legal advice, and User should consult an appropriate professional for specific advice tailored to User's situation.

User's Use of the App and Services

You agree to use the App 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 App and Services to any individuals whom We determine are using the App 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 App 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 App and Services include, but are not limited to: (a) sharing of information accessed through the App and Services with an unauthorized third party; (b) placement on the App and Services of any untrue, malicious, fraudulent, harassing, offensive or defamatory material, or any material that is irrelevant to a legitimate use of the App and Services; (c) introduction of viruses, worms or other programming routines that are intended to disrupt or interfere with the operation of the App 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 App 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 App 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, We hereby reserve all of Our rights and remedies. Anyone using this App and Services in violation of these Terms of Use will be liable to Us 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 App and Services.

Entire Agreement

This Agreement and any documents expressly incorporated by reference constitute the entire agreement between Us and you, the User, pertaining to the subject matter hereof, and supersede all prior agreements, representations and warranties, both written and oral with respect to the App. From time to time, where certain laws/jurisdictions apply, We, when necessary, may make amendments. You shall regularly review the User Agreement that is posted on the App. If you have 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," or "Us," in this User Agreement refers to MedImpact Healthcare Systems, Inc. and its affiliated entities.