The applicable terms below (the “Terms”) are a contract between DrFirst.com, Inc. (“DrFirst,” “we,” or “us”) and you, and explain the terms and conditions that govern your use of DrFirst’s online electronic prescription application, Rcopia. Rcopia allows for electronic prescribing and other online clinical decision making support tools related to the practice of medicine. Health care entities; individual physicians and other health care providers; and distributors and resellers, including administrators and health care providers accessing Rcopia on their behalf, that have entered into an agreement with us for Rcopia (“Subscribers“) and their registered end-user physicians (“Authorized End Users“) may access Rcopia via Web at the URL drfirst.com (the “Site“), or any other DrFirst-owned sites and applications.
If you are an Authorized End User of Rcopia, you are subject to the General Terms in Section I. If you are a Subscriber, you are also subject to the additional terms and conditions in Section II.
PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON THE “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 RCOPIA 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. GENERAL TERMS
By accessing Rcopia via a portal, web, or any other DrFirst-owned site or application and by agreeing to these Terms, you represent that you are:
- A licensed medical professional with the right to prescribe medicine;
- A licensed medical professional in the state(s) or jurisdiction(s) in which you practice;
- An employee, agent, or authorized representative of a license medical professional for whom you work; and/or
- An authorized employee of a health care provider (including a health care facility or institution).
For as long as these Terms are in effect, you agree that you shall continue to be an individual authorized by a healthcare provider, facility, institution, distributor, or reseller to access and use Rcopia. In the event you no longer qualify as one of the four individuals above, these Terms shall automatically terminate, and you agree to immediately notify us and you will no longer access or use Rcopia. You also agree that you will not misrepresent your status as one of the four individuals above in the event you are no longer authorized by your organization to access Rcopia.
B. General Restrictions on Use
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 license 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. You further agree not to combine or integrate Rcopia 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 Rcopia 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 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. You further agree that you 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 Rcopia.
C. Modifications to Terms
D. 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 I.C 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.
E. Duration of Terms
These Terms will become effective and binding when you have acknowledged your acceptance of all the terms and conditions herein. Once in effect, these Terms will continue in operation until terminated by either you or us.
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, 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 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, termination will be in accordance with Section II.E below.
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.
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title, and interest in and to Rcopia, 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 (i) 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.
I. 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. You also represent and warrant that to the extent you access protected health information (PHI), physician information, and payment information while using Rcopia, that you have not been convicted of a felony or misdemeanor related to theft or fraud.
J. 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. You also understand and agree that we may query data sources at any time for the purposes of determining that patients receiving notifications have filled their prescriptions. Should a patient ask to no longer be contacted, you will immediately cease using Rcopia’s notification feature for that patient.
K. Business Associate Agreement
By agreeing to these Terms, 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 and DrFirst 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 shall apply.
L. No Warranties
RCOPIA 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 AUTHORIZED END USERS WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. THE SUBMISSION OF ANY INFORMATION THROUGH RCOPIA IS DONE 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.
M. Limitation of Liability
USE OF RCOPIA 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, 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.
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 TO ENSURE THAT YOUR REGISTERED AUTHORIZED END USERS ARE LICENSED MEDICAL PROFESSIONALS WITH THE RIGHT TO PRESCRIBE MEDICINE) BY YOU OR ANY OTHER PERSON ACCESSING RCOPIA USING YOUR ACCOUNT.
O. Governing Law
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, superseding any prior agreements between you and DrFirst with respect thereto (except as described in Section II.D below). 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.
P. Applicability of Terms After Termination
The following provisions will survive the termination of these Terms: Sections F, G, I, J, K, L, M, N, and O.
Q. Conflict of Terms
In the event of a conflict between these Terms and the underlying agreement you or the entity on your behalf has entered into with us, the terms of the underlying agreement shall control.
II. TERMS APPLICABLE TO SUBSCRIBERS
A. Access to Rcopia
If you are accessing Rcopia as 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 Authorized End Users, update your account information, and perform related administrative tasks, and (b) we will make Rcopia available to your registered Authorized End Users. You understand that the use of Rcopia by your registered Authorized End Users will be subject to the terms and conditions described in Section I. In the event of a conflict between these Terms and the underlying agreement you or the entity on your behalf has entered into with us, the terms of the underlying agreement shall control.
B. Registration of Authorized End Users
You may register Authorized End Users by accessing the Site or by such other means as we may provide. You will ensure that your registered Authorized End Users are licensed medical professionals with the right to prescribe medicine. You will also ensure that you will terminate the registration of Authorized End Users when they are no longer eligible for use of the Services.
C. Fees and Payments
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 (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, 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 Authorized 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 already entered into a written Business Associate Agreement with us, the terms of that agreement will supersede the online agreement referenced above.
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.
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