RCOPIA TERMS OF USE

A. Access to Services
If you are a Subscriber, then for so long as these Terms remain in effect, and subject to payment by you of the fees described below, (a) we will make available to you certain registration and account administration functions of Rcopia to enable you to register individual End Users, update your account information, and perform related administrative tasks, and (b) we will make Rcopia available to your registered End Users. You understand that the use of Rcopia by your registered End Users will be subject to the terms and conditions described below.

B. Registration of End Users
If you are a Subscriber, then for so long as these Terms remain in effect, you may register End Users by accessing the Site or by such other means as we may provide. You will ensure that your registered End Users are licensed medical professionals with the right to prescribe medicine. You will also ensure that you will terminate the registration of End Users when they are no longer eligible for use of the Services.

C. Fees and Payments
If you are a Subscriber, then in exchange for DrFirst’s performance of its duties to you under these Terms, you agree to pay all fees and charges applicable to Rcopia, the Site, the PDA Software (as defined below) or that are otherwise applicable to the transactions described in these Terms, plus any applicable taxes or similar charges, unless such fees are paid by a third party. During the registration process, you may be asked to provide certain valid credit card information. You hereby authorize DrFirst to charge such credit card for all amounts that become due and payable by you under these Terms.

D. Business Associate Agreement
By agreeing to these Terms as a Subscriber, you agree that the terms and conditions set forth in the DrFirst Business Associate Agreement, which can be accessed here and which is hereby incorporated by reference into these Terms, will govern the rights and responsibilities of you, DrFirst and your registered End Users with respect to the communication and treatment of Protected Health Information (as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder) in connection with Rcopia. However, if you have, or another entity on your behalf has, already entered into a written Business Associate Agreement with us, the terms of that agreement will supersede the online agreement referenced above.

A. End User Requirements
By agreeing to these Terms as an End User, you represent that you are a licensed medical professional with the right to prescribe medicine. You must continue to be such a licensed medical professional during such time as you access Rcopia as a registered End User. In the event that you cease to be a licensed medical professional with the right to prescribe medicine, these Terms will automatically terminate and you agree to notify us immediately.

B. Access to Services
For so long as these Terms remain in effect and you remain a registered End User, we will make Rcopia available to you. You may access Rcopia by using the Site or by means of software that we may specifically identify within the Site as available for download or use (“”PDA Software””). Subject to these Terms and during such time as you remain a registered End User, we also grant you a limited, non-exclusive, nontransferable license to access and make use of online features of Rcopia, and to download, install and operate any PDA Software for the purpose of accessing Rcopia.

C. General Restrictions on Use
If you are an End User, then the licenses granted to you by these Terms will remain in force only for so long as these Terms remain in effect or until your registration is cancelled or terminated. You may not resell or sublicense access to Rcopia or any of the rights granted to you herein to any third party. You may not use any PDA Software except in connection with your personal use of Rcopia as authorized by these Terms. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of Rcopia or PDA Software. You further agree not to combine or integrate Rcopia and/or any PDA Software with software or technology not provided by us, or modify, further develop or create any derivative product based on the foregoing. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or access the source code from which any component of the Site, Services and/or PDA Software is compiled or interpreted, and nothing in these Terms may be construed to grant any right to obtain or use such source code. You agree not to use Rcopia or PDA Software to: (a) violate any local, state, national or international law; (b) access any Rcopia subscription account other than your own; or (c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.

A. No Warranties
RCOPIA, THE SITE, THE PDA SOFTWARE 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 YOU. DRFIRST AND ITS AFFILIATES DO NOT WARRANT THAT USE OF RCOPIA BY REGISTERED END USERS WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. THE SUBMISSION OF ANY INFORMATION THROUGH THE DRFIRST SERVICE AND/OR SITE AND THE DOWNLOAD, INSTALLATION AND USE OF PDA SOFTWARE ISDONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM SUCH ACTIVITIES OR FROM RELIANCE UPON RCOPIA. DRFIRST IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ALL THIRD-PARTY SOFTWARE AND THIRD-PARTY OFFERINGS.ALTHOUGH INFORMATION THAT YOU SUBMIT MAY BE PASSWORD PROTECTED, DRFIRST DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE, EXCEPT AS MAY BE SET FORTH IN A BUSINESS ASSOCIATE AGREEMENT BETWEEN DRFIRST AND SUBSCRIBER; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING RCOPIA.

B. Limitation Of Liability
USE OF THE DRFIRST SERVICE, THE SITE AND ANY PDA SOFTWARE IS AT YOUR OWN RISK. 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 YOUR USE OR INABILITY TO USE RCOPIA, THE SITE AND/OR THE PDA SOFTWARE, 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 YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, EXCEED THE TOTAL FEES PAID TO DRFIRST BY YOU DURING THE PRECEDING 12-MONTH PERIOD. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND DRFIRST RELATING TO THE PROVISION OF RCOPIA TO YOU AND DRFIRST WOULD NOT PROVIDE RCOPIA TO YOU WITHOUT THIS LIMITATION.

C. Indemnification
YOU 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 YOUR ACCOUNT (INCLUDING ANY NEGLIGENT OR WRONGFUL CONDUCT, AND INCLUDING YOUR FAILURE TOensure that your registered End Users are licensed medical professionals with the right to prescribe medicine) BY YOU OR ANY OTHER PERSON ACCESSING RCOPIA USING YOUR ACCOUNT.

D. Duration of Terms
These Terms will become effective and binding when you have acknowledged your acceptance of all the terms and conditions herein by following the instructions set forth on the Site. Ordinarily, we will require you to indicate your agreement by selecting a particular checkbox and/or clicking a particular button during the process of registering for Rcopia. Once in effect, these Terms will continue in operation until terminated by either you or us.

E. Termination
You may terminate these Terms at any time and for any reason by providing notice to us in the manner specified on the Site or by choosing to cancel your access to Rcopia using the tools provided for that purpose within the Site. We may terminate these Terms without notice or, at our option, temporarily suspend your access to Rcopia and/or the Site, in the event that you breach these Terms. Notwithstanding the foregoing, we also reserve the right to terminate these Terms at any time and for any reason by providing notice to you in accordance with these Terms. After termination of these Terms for any reason, you understand and acknowledge that we will have no further obligation to provide Rcopia. Upon termination, all licenses and other rights granted to you by these Terms will immediately cease, and you agree to promptly remove the PDA Software and any copies thereof from your computers and storage media, and to destroy any confidential information of ours that you may possess.

If you are a Subscriber and we terminate these Terms for reasons other than your breach, upon your timely request we will refund a pro rata share of any fees or other charges prepaid by you, provided that all fees and other charges prepaid by you are otherwise non-refundable. You agree to pay any amounts accrued but remaining unpaid as of termination.

F. Applicability of Terms After Termination
The following provisions will survive the termination of these Terms: sections I.C and III (if you are a Subscriber), and sections II.C and III (if you are an End User).

G. Account Information
DrFirst reserves the right to share certain account or other information with governmental organizations or other third parties when it believes in good faith that the law or legal process requires it, or when it is necessary to do so to protect the rights or property of DrFirst or others. A password and/or unique user I.D. will be provided to you. You are responsible for maintaining the confidentiality of such passwords and/or user I.D., and you agree that you will be responsible for all use of any such password and/or user I.D., including any access to, or use of, Rcopia by unauthorized persons. In the event that your password and/or user I.D. is lost or stolen, please notify DrFirst immediately so that a new password or user I.D. may be issued promptly.

H. Modifications to Terms
We may change these Terms from time to time. We will notify you of any such changes via e-mail (if you have provided a valid email address) and/or by posting notice of the changes on the Site. Except as may otherwise be required in the Privacy Policy, any such changes will become effective when notice is received or when posted on the Site, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate these Terms. Continued use of Rcopia, the Site and/or any PDA Software following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain areas of Rcopia may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.

I. Modifications to Services
We reserve the right to modify or discontinue Rcopia with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue Rcopia, except as set forth in section III.E above. If you object to any such changes, your sole recourse will be to terminate these Terms. Continued use of Rcopia following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with Rcopia as so modified.

J. Ownership
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to Rcopia, the Site and all PDA Software, and all information, content, software and materials provided by or on behalf of DrFirst. You may not copy, reproduce, distribute or create derivative works from such information, content, software and materials or remove any copyright or other proprietary rights notices contained in such information, content, software and materials without the copyright owner’s prior written consent.

Your feedback is welcome and encouraged. You agree, however, that by submitting unsolicited ideas to DrFirst, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to DrFirst or any of its employees or representatives automatically become the property of DrFirst.

K. Representations and Warranties
You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of Rcopia.

L. Notification Feature
You agree to take full responsibility for ensuring that all phone numbers used to contact patients with Rcopia’s notification feature are accurate and up to date, and that all patients have provided you with any and all consents or other authorizations to be contacted on their mobile phones in accordance with applicable laws and regulations, including, but not limited to, the Telephone Consumer Protection Act of 1991. You understand that Rcopia’s notification feature is designed to only deliver healthcare messages and under no circumstances will it be used for telemarketing, solicitation, or advertising activities, nor will the Rcopia notification feature include any accounting, billing, debt-collection, or other financial content. Should a patient ask to no longer be contacted, you will immediately cease using Rcopia’s notification feature for that patient.

M. General Terms
You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of Rcopia, the Site, the PDA Software or the transactions contemplated in these Terms. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder or to exceed the scope of these Terms is void. These Terms will be subject to and construed in accordance with the laws of the State of Maryland, excluding conflict of law principles. You consent to jurisdiction and venue exclusively in the State of Maryland. These Terms constitute the entire agreement between you and DrFirst with regard to the matters described herein and govern your use of Rcopia, the Site and the PDA Software, superseding any prior agreements between you and DrFirst with respect thereto (except as described in section I.D above). 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. You 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 Rcopia or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

N. PDMP Access Authorized End User Terms of Use
Through your use of DrFirst’s Application, you may have access to prescription drug monitoring program (PDMP) data made available to you through your state, a third-party provider, and DrFirst. The following Terms apply specifically to your access and use of PDMP Data through PDMP Access:

1. I agree that I shall only access or use DrFirst PDMP Access in accordance with applicable state and federal laws and regulations, and that I am solely responsible for ensuring my access of the PDMP is authorized by the state in which I practice.
2. I shall not engage in unlawful, objectionable, or malicious conduct or activities in accessing PDMP Data, including but not limited to, the transmission or distribution of viruses, computer worms, Trojan horses, malicious code, denial of service attacks, unsolicited commercial e-mail, the unauthorized entry to any other machine accessible via DrFirst PDMP Access, the unauthorized submission or transmission of data or material protected by a proprietary right of a third party, or the submission of otherwise objectionable information, material, or communications.
3. I agree that I will not decompile, disassemble, deconstruct, or reverse-engineer any PDMP Data that is retrieved through the DrFirst application with PDMP Access.

By accepting these terms, you understand that, in addition to these PDMP Access Terms of Use, you are subject to all applicable federal and state laws for the electronic prescribing of controlled substances and access to your state’s laws and regulations regarding access and use of prescription drug monitoring program data.

O. User-Generated Clinical Decision Support
You are responsible for ensuring the validity, accuracy, safety, and propriety of any user-generated decision support. You agree to indemnify and hold harmless DrFirst pursuant to Section C, above, from and against any loss, damage, or claim arising out of or related to use or creation of user-generated decision support.

P. Third-Party Drug Product Information
In connection with the Services, we may make available to you certain drug product information licensed by DrFirst from First DataBank (the “FDB Data”). FDB Data is subject to the following terms and conditions. DrFirst grants to you a non-exclusive limited license to use the FDB Data for the sole purpose of supporting DrFirst’s e-prescribing application. Only end users who are prescribing medical practitioners and their employees and agents may use and access the FDB Data for use with DrFirst’s e-prescribing application. You have no right to use the FDB data other than as set forth expressly herein and shall not use the FDB Data on behalf of any third party or any service bureau. You shall not integrate or attempt to integrate the FDB Data into any EMR or e-prescribing system not part of any agreement with DrFirst. If DrFirst in its sole discretion determines that you or end users are misusing the FDB Data, DrFirst may, at its option and without limitation, terminate access. You acknowledge and agree that, as between you and DrFirst, the FDB data is owned by DrFirst and/or our vendors and suppliers. DrFirst and First DataBank make no representations or warranties express or implied regarding the FDB Data, including but not limited to any warranty of merchantability, fitness for a particular purpose, the accuracy of the data from which the FDB Data is compiled, or the compatibility with your hardware or systems. At no time shall DrFirst or First DataBank be liable for any consequential, indirect, incidental, reliance, or special damages related to the FDB Data.

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