FUZION BY DRFIRST – END USER TERMS OF USE

In accordance with a series of Agreements between DrFirst.com, Inc., and the entity (“Company”) that has authorized and facilitated your access to Fuzion by DrFirst (“Fuzion”), your license to use and access Fuzion as an “End User” (also, “I,” “You,” and “Your”) is conditioned on your acceptance of and adherence to the applicable terms of as set forth below (the “Terms”).

PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON AN “ACCEPT” BUTTON BELOW, OR THROUGH YOUR USE OF THE SERVICES, OR BY CONTINUING TO USE THE SERVICES AFTER BEING NOTIFIED OF A CHANGE TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WE ARE UNWILLING TO GRANT YOU ACCESS TO FUZION OR ANY RELATED TOOLS OR SERVICES AND, IF YOU ARE IN THE PROCESS OF REGISTERING, YOU SHOULD CLICK ON THE “DO NOT ACCEPT” BUTTON TO DISCONTINUE THE REGISTRATION PROCESS.

I represent that I will only use Fuzion as a properly credentialed, licensed medical professional in the state(s) or jurisdiction(s) in which I practice, or under the specific direction of a properly credentialed licensed medical professional.

I agree not to use Fuzion to: (a) violate any local, state, national or international law; (b) access any Fuzion subscription account other than my own; or (c) impersonate any person or entity, or otherwise misrepresent my affiliation with a person or entity. I agree that my usage will be in compliance and in accordance with HIPAA, HITECH, and all other applicable privacy laws.

I understand that DrFirst reserves the right to modify or discontinue Fuzion with or without notice. DrFirst will not be liable to me or any third party should it exercise its right to modify or discontinue Fuzion. If I object to any such changes, my sole recourse will be to terminate these Terms. Continued use of Fuzion following notice of any such changes will indicate my acknowledgement of such changes and satisfaction with Fuzion as so modified.

I agree not to violate (a) any intellectual property rights in Fuzion; (b) the confidentiality of any privacy rights or personal data used in connection with Fuzion; or (c) the confidentiality or proper use of any technical data relating to Fuzion. I further agree not to combine or integrate Fuzion with software or technology not provided by DrFirst, or modify, further develop, or create any derivative product based on the foregoing. I agree not to decompile, disassemble, reverse engineer, or otherwise attempt to obtain or access the source code from which any component of Fuzion is compiled or interpreted, and nothing in these Terms may be construed to grant any right to obtain or use such source code. I further agree that I shall not use any means, program, or device, or permit any other person to use any means, program, or device, including but not limited to advertising, instant messaging, and pop-up ads, to influence or attempt to influence, through economic incentives or otherwise, the decision of a prescriber to write a prescription for a certain medication or send the prescription to a certain pharmacy if such means program or device is triggered by, initiated by, or is in specific response to the input, selection, or act of a user and if such prescription shall be sent through Fuzion.

I agree to obtain any required patient consents prior to requesting any medication history for that patient. I acknowledge that Fuzion shall be used only for those patients from whom I have obtained the required consents of the patient to access such patient’s medication history. Other than in the course of treatment for a patient of my organization, I will not provide information accessed through Fuzion (the “Fuzion Information”) to any other person or entity for any reason whatsoever, or use the Fuzion Information for any other purpose. I will not use any Fuzion Information for any reason, whether in aggregated form or otherwise, except for the sole purpose of treating a patient of my organization.

I represent and warrant that to the extent I access protected health information (PHI), physician information, and payment information while using Fuzion that I have not been convicted of a felony or misdemeanor related to theft or fraud.

By agreeing to these Terms, I agree to the terms and conditions set forth in the DrFirst Business Associate Agreement, which can be accessed here.

I understand that DrFirst may change these Terms from time to time. If I object to any such changes, my sole recourse will be to terminate these Terms. Continued use of Fuzion following notice of any such changes will indicate my acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes.

DrFirst provides Fuzion as a tool for licensed medical professionals to review patient medication history information. I am responsible for verifying the information that I input into the system or the information returned as part of the medication history information. I agree to confirm the prescription benefit and medication history information with my patient(s) prior to providing medical services based on that information and I agree to use my professional judgment in the provision of such care. Fuzion is not a substitute for my standard practice or professional judgment, and any decision with regard to the appropriateness of treatment, the validity or reliability of information is my sole responsibility. I FURTHER WARRANT THAT ALL TREATMENT DECISIONS ARE BASED ENTIRELY UPON MY PROFESSIONAL MEDICAL JUDGMENTS, MY EMPLOYEES AND AGENTS, AND OTHER PROFESSIONALS WITH PRIVILEGES TO PROVIDE HEALTH CARE ITEMS AND SERVICES TO MY PATIENTS.

APPLICABLE TO INSTANCES OF FUZION RECEIVING MEDICATION HISTORY INFORMATION PROVIDED BY SURESCRIPTS, INC.: You agree that You will only use Medication History Information provided by an Fuzion’s Data Optimization and Population Health features (“Medication History Information”) for the purpose of providing direct health care services to a Company patient. Medication History Information is provided over a network operated by Surescripts, LLC (“Surescripts”).  You acknowledge that the Medication History Information provided hereunder may not be complete or accurate, and neither DrFirst, Surescripts, nor any pharmacy or other entity providing information under the Medication History Service provides any representations or warranties with respect to the accuracy or completeness of the Medication History Information. You release and holds harmless DrFirst, Surescripts, and any person or entity providing Medication History Information from any liability, cause of action, or claim related to the completeness or lack thereof of the Medication History Information.  You are not required to release and hold harmless any party whose conduct is found to be willfully malicious or reckless or grossly negligent. You agree to confirm the accuracy of the Medication History Information with the patient prior to providing any medical services based thereon and You agree to use your professional judgment in the provision of care.  You acknowledge that the Medication History Service shall be used only for those patients from whom You or Company has obtained prior consent of the patient to access such patient’s medication history.  Other than in the course of treatment for a Company patient, You shall not provide the Medication History Information to any other person or entity for any reason whatsoever or use the Medication History Information for any other purpose. You shall implement appropriate administrative, technical, and physical safeguards to prevent any use or disclosure of any data provided hereunder for any purpose not authorized by this PA and the MSA. You shall not use any Medication History Information for any reason, whether in aggregated form or otherwise, except for the sole purpose of treating a Company patient

I UNDERSTAND THAT FUZION AND ALL INFORMATION, CONTENT, MATERIALS, AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DRFIRST AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO ME. DRFIRST AND ITS AFFILIATES DO NOT WARRANT THAT USE OF FUZION BY REGISTERED AUTHORIZED END USERS WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. THE SUBMISSION OF ANY INFORMATION THROUGH FUZION IS DONE AT MY OWN DISCRETION AND RISK, AND I WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MY COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM SUCH ACTIVITIES OR FROM RELIANCE UPON FUZION. DRFIRST IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ALL THIRD-PARTY SOFTWARE AND THIRD-PARTY OFFERINGS. ALTHOUGH INFORMATION THAT I SUBMIT MAY BE PASSWORD PROTECTED, DRFIRST DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM FUZION, EXCEPT AS MAY BE SET FORTH IN A BUSINESS ASSOCIATE AGREEMENT BETWEEN DRFIRST AND SUBSCRIBER; AND I AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION I PROVIDE USING FUZION.

MY USE OF FUZION IS AT MY OWN RISK. I UNDERSTAND THAT IN NO EVENT SHALL DRFIRST OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION, TO THE EXTENT ANY OF THE FOREGOING ARISES IN CONNECTION WITH THESE TERMS OR MY USE OR INABILITY TO USE FUZION, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF DRFIRST WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DRFIRST TO ME FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, EXCEED THE TOTAL FEES PAID TO DRFIRST BY ME DURING THE PRECEDING 12-MONTH PERIOD. I ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN ME AND DRFIRST RELATING TO THE PROVISION OF FUZION TO ME, AND DRFIRST WOULD NOT PROVIDE FUZION TO ME WITHOUT THIS LIMITATION.

I AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT DRFIRST’S OPTION, DEFEND DRFIRST (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS TO THE SITE OR SERVICE) FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, COSTS AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OR ANY ACTIVITY RELATED TO MY ACCOUNT (INCLUDING ANY NEGLIGENT OR WRONGFUL CONDUCT) BY ME OR ANY OTHER PERSON ACCESSING FUZION USING MY ACCOUNT.

These Terms will be subject to and construed in accordance with the laws of the State of Maryland, excluding conflict of law principles. I consent to jurisdiction and venue exclusively in the State of Maryland. These Terms constitute the entire agreement between me and DrFirst with regard to the matters described herein and govern my use of Fuzion, superseding any prior agreements between me and DrFirst with respect thereto. The failure of DrFirst to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. I agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Fuzion or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

In the event of a conflict between these Terms and the underlying agreement the entity on your behalf has entered into with us, the terms of the underlying agreement shall control.

Last updated: October 10, 2023