These Terms take effect when you click the “I Accept” button. By clicking the “I Accept” button, you represent and warrant that (i) you have read these Terms carefully and completely, understand them, and agree to be bound by them; (ii) you are lawfully able to enter into contracts; (iii) you are not otherwise prohibited from using MediSolutions pursuant to the laws of the local or national jurisdiction from which you are using MediSolutions; and (iv) if you are using MediSolutions on behalf of a third party, you are an authorized representative of that third party. If you do not agree to these Terms, you should click the “I Do Not Accept” button and exit, and MediSolutions will not provide you with access to MediSolutions.
MediSolutions has the right to modify and amend these Terms, and provide you with continued access to MediSolutions conditioned upon your agreement to the amended terms and conditions. You will be sent a notice containing a link to the latest version of the Terms on MediSolutions. If you do not assent to any amendment or modification of the Terms that may become effective from time-to-time, you may be restricted from further access to MediSolutions.
1.1 “Account” means the account that you create by registering with MediSolutions.
1.2 “Client Data” means information that is compiled or passes through MediSolutions that specifically relates to you, your patients and their prescription information, and any information related to your medical practice.
1.3 “MediSolutions ”, “we”, “us” or “our” means Medi-Promotions, Inc. and its affiliates, and Medi-Promotions, Inc.’s and its affiliates’ officers, directors, employees, subcontractors and agents.
1.4 “MediSolutions’ Trademarks” means the Medi-Promotions, Inc. and MediSolutions names and the associated logo design and color scheme, and any other names, logo, design or color scheme that are confusingly similar thereto, and any other marks, trade-dress or slogans owned by MediSolutions.
1.5 “Content” means any materials, information and data available or accessible on MediSolutions, including without limitation, Third Party Partners’ advertisements, Third Party Sites, any drug information or data, patient medication or medical history and surveys.
1.6 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, and any subsequent, updated, amended or revised provisions, including but not limited to, the Privacy and Security Rules. For purposes of this Agreement, HIPAA is also defined to include the HITECH Act, Title XIII, subtitle D, of the American Recovery and Reinvestment Act of 2009, codified at 42 U.S.C. § 17921 et seq.
1.7 “Intellectual Property” means the MediSolutions’ Trademarks, any and all intellectual property and proprietary rights associated with MediSolutions and the Content created by MediSolutions , including without limitation, the design, text, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto, and the arrangement thereof, any inventive concepts, know-how, publicity rights, trade secrets, copyrights and patents.
1.8 “MediSolutions” means the website that is accessible at http://www.MediSolutionspads.com, and/or the associated mobile app.
1.9 “PHI” means protected health information as the term is defined in HIPAA.
1.12 “Third Party Partners” means third party advertisers who pay, directly or indirectly, MediSolutions to advertise or promote the advertisers’ products or services on MediSolutions.
1.13 “Third Party Products and Services” means any products, goods or services or the related promotions such as deals and coupons, originating from third parties, including without limitation, those from Third Party Partners.
1.14 “Third Party Sites” means websites owned by third parties that are linked from MediSolutions.
- ACCESS TO AND USE OF MEDISOLUTIONS
2.2 Username and Password. You agree to maintain in a confidential manner the username and password associated with your Account, as you are solely responsible for the use of your Account by any third parties. It is your responsibility to advise us if you are aware of any unauthorized access to your Account or if your username and password have been made available to third parties in a manner that may result in unauthorized use of your Account.
2.3 Restricted Access. When accessing MediSolutions or using any Account, you are required to comply with the security procedures currently or hereafter utilized by us to confirm that only authorized users have access to MediSolutions and any Account, such as any authentication requirements. You are prohibited from utilizing alter-egos or other disguised identities when accessing MediSolutions. All forms of indirect and “spoofed” access are strictly prohibited.
2.4 Use of Content. You may view, use, copy and distribute the Content for individual and informational purposes only, and in compliance with the Terms and the applicable laws. You agree that you will not copy, alter, modify, create derivative works from or sell any of the Content without the prior written consent of MediSolutions.
2.5 Changing MediSolutions. From time to time and without prior notice to you, we may change, expand and improve MediSolutions. We may also, at any time, selectively disable portions of MediSolutions. Any modification or disabling of MediSolutions will be done at our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of MediSolutions does not entitle you to the continued provision or availability of MediSolutions.
2.6 Linking to MediSolutions. Unless expressly authorized by MediSolutions in our sole and absolute discretion, you may not link to MediSolutions on any online content over which you directly or indirectly exercise control (including deep linking to a specific portion of MediSolutions).
2.7 Interference. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning of MediSolutions. You are prohibited from modifying or obscuring the manner in which MediSolutions or its Content is displayed or used, including framing, scraping or any other technique that would alter the visual display of MediSolutions or its Content. You may not engage in any activity that interferes with any third party’s ability to use or enjoy MediSolutions.
2.8 Prohibited Conduct. You agree to refrain from engaging in and assisting any third party to engage in any of the following:
(i) Data-mining, scraping, crawling, or using any robot, other automatic device, script, technology or processes that send automated queries to MediSolutions, or from using other similar methods and tools to gather or extract Content from MediSolutions, without our prior written consent;
(ii) Violating the security of MediSolutions’ network, MediSolutions, or MediSolutions’ other system, including without limitation, decrypting encrypted communications, breaching authentication measures, hacking, cracking, scanning ports, conducting denial of service attacks, monitoring network traffic without authorization, or engaging in malicious or destructive behavior in any form;
(iii) Attempting to probe, scan or test the vulnerability of a MediSolutions’ network, MediSolutions, or MediSolutions’ other system; or
(iv) Creating an undue burden on MediSolutions, or MediSolutions’ networks or computers.
- Transmission of PHI
3.1 Compliance with Law. You agree to comply with applicable federal, state and local laws, regulations and ordinances related to your use of MediSolutions and Content. When you use MediSolutions to upload, download and/or transmit PHI, you agree that you will, and cause all persons or entities under your direction or control to, comply with all applicable state and federal laws, including but not limited to, HIPAA, and ethical and licensure requirements of the medical profession that may limit your ability to transmit certain information to third parties.
3.2 Patient Consent. You are solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to use, disclose, process, retrieve, transmit, and view any PHI using MediSolutions.
3.3 MediSolutions’ Right to Monitor; Use of De-identified or Aggregate Data. You agree that MediSolutions and its Representatives have the right to monitor, retrieve, store, review, and disclose the PHI uploaded or transmitted by you. To the extent permissible under the applicable law, you hereby grant to MediSolutions and its Representatives a perpetual, unlimited license to use the Client Data in a de-identified or aggregate format.
3.4 DISCLAIMER. MEDISOLUTIONS CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PHI OR OTHER INFORMATION TRANSMITTED, UPLOADED OR DOWNLOADED WHILE USING MEDISOLUTIONS. MEDISOLUTIONS RESERVES THE RIGHT TO REVOKE YOUR ACCOUNT OR RESTRICT YOUR ACCESS TO MEDISOLUTIONS THAT IN MEDISOLUTIONS’S SOLE DISCRETION VIOLATES ANY APPLICABLE LAW OR THE TERMS.
- THIRD PARTY SITES
4.1 Sponsor Links. When you click on a Third Party Site from MediSolutions, you may be directed to a website that is not owned, hosted or controlled by MediSolutions. MediSolutions is not responsible for the content, functionality, or technological safety of these Third Party Sites.
4.2 Links on MediSolutions. If you decide to access any of the Third Party Sites, you do so entirely at your own risk. Any commercial, sales, use, membership, subscription, affiliation, participation, or promotional relationship you may create with third parties as a result of the Third Party Sites, including obligations undertaken by you or a third party with respect to payment or delivery of goods or services, and any other terms, conditions, and warranties or representations associated with such dealings, are solely between you and such third parties. Your use of Third Party Sites will be subject to the Third Party Sites’ privacy policies and practices. We undertake no obligation to inform or update you regarding the terms and conditions of access, use or service or the privacy policies of Third Party Sites.
4.3 No Endorsement. We do not investigate, represent, warrant or endorse the accuracy, legality, legitimacy, validity, or reliability of any Third Party Products and Services contained on, distributed through, linked to, downloaded from or accessed via MediSolutions. References or hypertext links made or included on MediSolutions to any names, logos or marks of third parties, including without limitation the Third Party Partners, Third Party Products and Services or Third Party Sites, do not constitute or imply our endorsement, sponsorship or recommendation.
- INTELLECTUAL PROPERTY
5.1 Reservation of Rights. The Intellectual Property is the sole property of MediSolutions. You do not possess, and MediSolutions does not grant to you, any express or implied rights, including without limitation, a license, to any Intellectual Property and all such rights are retained by MediSolutions. All authorized copies that you make of the Content must bear any copyright, trademark or other proprietary notice located on MediSolutions that pertains to the Content being copied, and you agree not to remove, obscure, or alter any such proprietary notices which may be affixed to or contained therein.
5.2 No Copying. Except as otherwise expressly authorized by MediSolutions , you may not copy, reproduce, modify, reformat, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way.
5.3 No Use of MediSolutions’ Trademarks. Without the prior written consent of MediSolutions , you are not authorized to (1) use any MediSolutions’ Trademarks in any manner; (2) use any meta tags or any other “hidden text” utilizing any MediSolutions’ Trademarks; or (3) use the http://www.MediSolutionspads.com domain name or any domain name that is confusingly similar to MediSolutions’s domain name as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service.
- WARRANTY DISCLAIMERS
7.1 NO WARRANTY. MediSolutions, CONTENT AND THIRD PARTY SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MediSolutions DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, COMPLETENESS, LEGALITY, CORRECTNESS, OPERABILITY, AVAILABILITY, RELIABILITY, TIMELINESS, ACCURACY OR PERFORMANCE OF MediSolutions, CONTENT AND THIRD PARTY SITES. MediSolutions DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT MediSolutions, CONTENT OR ANY OF THE THIRD PARTY SITES IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. NO ADVICE OR INFORMATION PROVIDED BY MediSolutions SHALL CREATE ANY WARRANTY.
7.2 No Substitute for Medical Judgment. Any Content available on MediSolutions is for informational and educational purposes only and IS not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through MediSolutions is intended to be substituted for medical diagnosis or treatment. MediSolutions does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned OR OBTAINED on MediSolutions. Your USE OF OR reliance upon any information obtained by You is solely at Your own risk. MediSolutions is not responsible for the accuracy OR COMPLETENESS of any information or content provided, DISPLAYED, SUBMITTED, POST or sent by You or other users of MediSolutions. YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING MediSolutions AND/OR ITS CONTENT TO ACHIEVE YOUR INTENDED RESULTS AND SOLE RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM, MediSolutions AND/OR ITS CONTENT.
7.3 THIRD PARTY DATA AND SOLUTIONS. MediSolutions may employ solutions or applications from third party providers within MediSolutions. MEDISOLUTIONS MAKES NO REPRESENTATIONS AND WARRANTIES, AND ASSUMES NO OBLIGATIONS OR LIABILITY, ARISING FROM, RELATING TO, OR CONNECTED WITH THESE THIRD PARTY SOLUTIONS OR APPLICATIONS.
7.4 THIRD PARTY GOODS AND SERVICES. MediSolutions DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR ANY GOODS OR SERVICES, OBTAINED THROUGH, PURCHASED ON OR THROUGH, ADVERTISED OR RECEIVED THROUGH, PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR THROUGH, A THIRD PARTY SITE or ANY LINKS PROVIDED BY OR THROUGH MediSolutions, OR THE QUALITY, SAFETY OR LEGALITY OF THE FOREGOING GOODS OR SERVICES. MediSolutions shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the foregoing goods or services.
7.5 THIRD PARTY SITES’ CONTENT. MediSolutions makes no representations or warranties whatsoever concerning (1) the information, content, advertisements or other material appearing on, or accessible through, any Third Party Site (including without limitation, any advertisement for products or services on any Third Party Site); (2) any transactions initiated or conducted through any Third Party Site, any taxes associated therewith and any use by third parties of user credit card information; or (3) the sellers of any products or services advertised or sold on or through any Third Party Site. MediSolutions shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with your use of Third Party Sites or your reliance on any such third party content available on or through any Third Party Site.
- LIMITATION OF LIABILITY
8.1 NO DAMAGES. IN NO EVENT SHALL MediSolutions BE LIABLE TO YOU ON ACCOUNT OF YOUR USE, MISUSE OR RELIANCE ON MediSolutions, CONTENT OR THIRD PARTY SITES FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF MediSolutions IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (1) THE USE (OR INABILITY TO USE), AVAILABILITY OR PERFORMANCE OF MediSolutions, CONTENT OR THIRD PARTY SITES; (2) RELIANCE UPON ANY CONTENT OR MATERIAL CONTAINED IN OR ACCESSED FROM MediSolutions OR A THIRD PARTY SITE; OR (3) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF MediSolutions, CONTENT OR THIRD PARTY SITES.
8.2 ASSUMPTION OF RISK. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF MediSolutions, THE CONTENT AND THIRD PARTY SITES.
9.1 Indemnity. You agree to indemnify and hold MediSolutions harmless from any and all losses, liabilities, claims, demands, damages, costs or expenses (including reasonable attorneys’ fees), causes of action, suits, proceedings, judgments, awards, executions and liens, whether brought by third parties or otherwise, due to or arising out of:
(i) your breach of any of the Terms, including without limitation, any representation, warranty, covenant or obligation;
(ii) the communications generated, sent or received by you, including without limitation, the communications between you and pharmacies or your office;
(iii) your violation of any law or the rights of a third party, including without limitation, medical malpractice or your infringement of any intellectual property or other right of any person or entity, or any violations of healthcare and privacy laws or regulations, including without limitation, HIPAA; or
(iv) your use of, or conduct on, any Third Party Site.
9.2 Survival. The foregoing indemnity obligations will survive termination of your access to MediSolutions.
9.3 MediSolutions’ Participation. MediSolutions reserves the right, at its own expense, to participate in the defense of any matter subject to indemnification by you, which will not excuse your indemnity obligations under Section 9.1. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of MediSolutions.
10.1 Termination of Access. In our sole and absolute discretion, we may terminate access to, or discontinue temporarily or permanently, your Account or your access to MediSolutions, for any reason, without prior notice to you. We are under no obligation to retain a record of your Account or any data or information that you may have used, disclosed, processed, retrieved, transmitted, or viewed on MediSolutions.
11.1 Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions. You agree to submit to personal jurisdiction in New York, New York, and waive any improper venue or forum non conveniens defense.
11.2 Entire Agreement. The Terms and the Privacy Notice constitute the entire agreement between you and MediSolutions with respect to MediSolutions, and it supersedes and replaces all prior or contemporaneous communications, proposals, understandings or agreement, whether electronic, oral or written, between you and MediSolutions with respect to MediSolutions and/or the subject matter of these Terms.
11.3 Waiver. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and MediSolutions. Our failure to enforce our rights and remedies available to us with respect to your breach of these Terms shall not constitute a waiver of such breach or of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.
11.4 Statute of Limitations. You acknowledge and agree that it is the intent of both you and MediSolutions to limit the period of time in which a claim may be filed, even if the period is shorter than that fixed by the statute of limitations. You therefore agree that any cause of action arising out of or related to MediSolutions must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
11.5 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, that provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms will continue in effect and remain fully enforceable.
11.6 Assignment. You may not assign or otherwise transfer your obligations or interests under these Terms, in whole or in part. Any attempt to do so shall be void. MediSolutions may freely assign these Terms.
11.7 Equitable Relief. You agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you consent to injunctive or other equitable relief for such violations.
11.8 No Third Party Beneficiary. Nothing in these Terms is intend to confer upon you or any third parties any rights, remedies, or benefits not otherwise expressly conferred.
11.9 No Agency. Your use of MediSolutions (including any establishment of an Account) does not create any partnership, agency, joint venture, fiduciary or other similar relationship between MediSolutions and you.
11.10 Headings. The paragraph headings herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of these Terms.
11.11 Attorneys’ Fees. If MediSolutions takes legal action against you as a result of your violation of these Terms, MediSolutions will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to MediSolutions.
Terms effective as of January 2019.