1. Your License to Access the Services. Direct Scripts, its affiliates or Third Party Licensors, as defined below, own and hold all right, title and interest in and to the Services and all intellectual property contained therein (exclusive of Data, defined below), any documentation, including without limitation, all underlying software and information, algorithms, methods and processes, institutional knowledge, all materials related to the Services and all intellectual property derived therefrom. You agree not to attempt to copy, reproduce, change, disassemble, reverse engineer, decrypt, frame or translate any part of the Services or otherwise attempt to learn, access, decompile, reverse engineer or otherwise derive the source code, algorithms, structure, or ideas upon which the Services are based or attempt to copy, change, delete or alter any content or functionality within the Services.
On the condition that you comply with all your obligations under this Agreement, Direct Scripts grants you a limited, revocable, non-exclusive, non-transferable license to access the Services. Any use of the Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services.
Your access to the Services is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide in the Services without your prior notice or consent.
2. Your Responsibilities. You agree that when using the Services, you will not:
- Delete, modify, hack, or attempt to change or alter any portion of the Services;
- Use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, or networks connected to the Services or take any other action that interferes with any other person’s use of Services;
- Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
- Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based;
- Introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Services or perform any such actions;
- Introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person;
- Use the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
- Access or attempt to access any other person’s information or content;
- Encourage any activities reasonably outside the scope or intended purpose of the Services whether such activities are deemed to be illegal or otherwise or post any material that is reasonably obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any person or entity;
- Decrypt, transfer, frame, display, or translate any part of the Services;
- Connect to or access any Direct Scripts computer system or network without prior written authorization from Direct Scripts; or
- Use the information and related content in the Services to create, modify and/or sell a service or related offering or develop similar information or content whether for a business purpose or otherwise.
3. Your Data. Direct Scripts acknowledges that you or the person you care for is the exclusive owner of all right, title and interest in and to the information you provide or make available to Direct Scripts for our provision of the Services (“Data”). By uploading and transmitting Data, and through your use our Services, you grant to Direct Scripts a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute Data in its entirety or in part. You agree that Data does not include derivatives, modifications, manipulations, transformations, aggregations, or de-identification of Data and any information or intellectual property derived therefrom by Direct Scripts (the “Transformed Data”). For purposes of clarity, you agree that Direct Scripts will own the Transformed Data and may use it for any purpose whatsoever. YOU AGREE TO INDEMNIFY DIRECT SCRIPTS, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY SUCH MATERIALS OR ANY FAILURE TO COMPLY WITH THIS SECTION.
4. Third Party Licensors. Direct Scripts has partnerships and business relationships with third parties who may provide some elements of the Services (“Third Party Licensors”). Direct Scripts does not own nor does it control Third Party Licensor products or Third Party Licensor decisions. You agree that Direct Scripts will not be responsible for any Third Party Licensor products and/or any decisions made by Third Party Licensors and further agree to hold Direct Scripts harmless for your use of any Third Party Licensor products or services or any decisions made by Third Party Licensors which involve the Services. DIRECT SCRIPTS DOES NOT PARTICIPATE IN AND IS NOT LIABLE FOR THE DECISIONS, ACTIONS OR PRODUCTS OF ANY THIRD PARTY LICENSOR. YOU AGREE TO INDEMNIFY DIRECT SCRIPTS, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR INTERACTIONS WITH ANY THIRD PARTY LICENSOR OR USE OF ANY THIRD PARTY LICENSOR PRODUCTS OR MATERIALS.
5. System Unavailability. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors.
6. Errors. The Services may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
7. Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.
9. No Guarantees. THE SERVICES ARE PROVIDED “AS IS”. DIRECT SCRIPTS DOES NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GLEAN FROM THE SERVICES; OR (III) ANY THIRD PARTY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SERVICES. DIRECT SCRIPTS DOES NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY DIRECT SCRIPTS AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, DATA, OR CONTENT.
10. Not Medical Advice. All material and content on Direct Scripts’ website is for your informational purposes only and you agree that such content does not constitute medical advice or instruction directed to you or those in your care in any capacity. No medical professional-patient relationship is formed between you and Direct Scripts and those in your care. You shall take no action or inaction based solely on the content of Direct Scripts and you agree to consult with a licensed appropriate healthcare professional on any matters relating to health and well-being.
11. Direct Scripts is Not Liable to You for Your Use of Services. We are not responsible for any damages to you or anyone filing suit on your behalf for any reason. DIRECT SCRIPTS AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF DIRECT SCRIPTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF DIRECT SCRIPTS, ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000.00). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT.
12. Indemnification. YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND DIRECT SCRIPTS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “DIRECT SCRIPTS PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE DIRECT SCRIPTS PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SERVICES; (II) ALLEGING THAT YOUR DATA INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.
You will have the right to defend and compromise such claim at your expense for the benefit of the Direct Scripts Parties; provided, however, you will not have the right to obligate the Direct Scripts Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Direct Scripts Parties may do so to protect their interests and you will reimburse all attorney’s fees, costs and expenses incurred by the Direct Scripts Parties in connection with such defense.
13. Choice of Law; Agreement to Arbitrate. The interpretation of this Agreement and the resolution of any disputes relating to this Agreement will be governed by the laws of the State of Ohio without regard to any conflicts of laws provisions. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Services shall be resolved by final and binding arbitration to be held in the English language in Columbus, Ohio pursuant to the rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable. Further, if you are located outside of the United States, we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other appropriate country.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in the Circuit Court of Franklin County, Ohio, located in the City of Columbus, Ohio, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
14. General Terms. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express written consent and in its sole discretion.