Effective Date: May 15, 2020
Read these Terms of Use (this “Agreement”) for important information about our health content and our Service (as defined below).
Please read this Agreement carefully and completely before using the Client Care Access site(the “Client Care Access site”) or any services, content, information or goods provided through or in connection with the Client Care Access site by or on behalf of CarelonRx and/or its subsidiaries and affiliate companies (collectively, “CarelonRx”), and/or its subcontractors, which are related or linked to this Web site (each, a “Site” and collectively, the “Sites”) and all related software applications and their associated user documentation (the “Applications”). By tapping or clicking “I agree,” “I accept,” or any other similar button or box with respect to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement, which is by and between you and CarelonRx (“us,” or “we”), and which incorporates by this reference any additional terms and conditions posted by CarelonRx through the Service, or otherwise made available to you by CarelonRx. For clarity, this Agreement does not govern your use of other sites or apps (including services on other sites or apps) operated by any affiliate of CarelonRx, such as www.Carelon.com (the use of which is governed by a separate Terms of Use currently available here. The information and resources contained on and accessible through the Service are made available by CarelonRx and its suppliers and vendors, and other third parties, in each case subject to your agreement to the terms and conditions of this Agreement.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN COURT PROCEEDINGS OR CLASS ACTIONS.
IF YOU ARE ACCESSING OR OTHERWISE USING THE SERVICE ON BEHALF OF, OR FOR THE BENEFIT OF ANY HOSPITAL, INSTITUTION, PRACTICE, COMPANY, CORPORATION, PARTNERSHIP, ORGANIZATION, OR OTHER ENTITY OTHER THAN CarelonRx OR ITS AFFILIATE (AN “ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT; IF YOU DO NOT HAVE SUCH LEGAL AUTHORITY, SUCH ORGANIZATION WILL NOT ACCESS, USE OR OTHERWISE BENEFIT FROM THE SERVICE. References to “you” and “your” in this Agreement will refer to both the individual using the Service and any such Organization.
RATIFICATION AND INCORPORATION OF CLIENT OR VENDOR AGREEMENT
Clients: If you are a CarelonRx client, you agree that your use of the Services is also governed by the terms and conditions of any services agreement between your organization and CarelonRx as well as any amendments or addendums to such agreement(s) (your “Client Agreement”).Third Party Vendors: If you are a third party vendor, you agree that your use of the Services is also governed by the terms and conditions of the confidentiality agreement between your organization and CarelonRx (your “Vendor Agreement”). All terms and conditions of your Client Agreement or your Vendor Agreement, as applicable, including any amendments or addendums, shall remain in full force and effect and are hereby ratified, affirmed and approved, including, without limitation, the provisions relating to plan participant authorizations, compliance with law, use and access to information, confidential and proprietary information, warranties, indemnification, limitations on liability, rules relating to the use of the Services, and termination. If there is a conflict between these Terms of Use and your Client Agreement or Vendor Agreement, as applicable, the terms of your Customer Agreement or Vendor Agreement shall control.
APPLICATION LICENSES
Subject to these Terms of Use and any access restrictions and controls established by CarelonRx at the time your account is established (which may be specified in your Client Agreement or Vendor Agreement, as the case may be), CarelonRx hereby grants you a non-exclusive, non-transferable license to use the Applications available through the Services. If you are a CarelonRx client, you may use the Services only for your internal business purposes and only in a manner consistent with your Client Agreement. If you are third party vendor providing services to a CarelonRx client, you may use the Services only for the internal business purposes of the client and only in a manner consistent with your Vendor Agreement. You may not sublicense, modify, reproduce, distribute, download, transmit, reverse engineer, or decompile, any Application, or grant any third party access to any Application, without CarelonRx’s prior written consent. You acknowledge that CarelonRx and its licensors have and retain all rights, title and interest in and to the Applications, and that the Applications are considered “CarelonRx Information” (as defined below). You further acknowledge that the Applications and/or Services may include or require the use of products licensed by CarelonRx from certain third parties (“Licensors”), including, without limitation, MicroStrategy Incorporated. You agree to comply with the applicable licensing terms established by Licensors and with such additional terms and conditions as are provided by CarelonRx on the Sites from time to time. You agree provide CarelonRx with such assistance as is requested by CarelonRx in the investigation of any unauthorized use or disclosure in connection with the Services, with investigation shall be at the expense of CarelonRx unless such unauthorized use or disclosure is due to your breach of these Terms of Use. The license granted in this section will terminate upon the termination of your Customer Agreement or your Vendor Agreement, as the case may be.
ACCESS TO AND USE OF THE SERVICE IS LIMITED TO CARELONRX CLIENTS AND THIRD PARTY VENDORS WHO ARE AUTHORIZED BY CARELONRX CLIENTS TO ACCESS AND USE THE SERVICE, AND TO CURRENT EMPLOYEES OF CARELONRX OR ITS AFFILIATE (“AUTHORIZED USER”); ANY OTHER INDIVIDUALS ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED USER. YOU ACKNOWLEDGE THAT IF, AT ANY POINT OF TIME, YOU CEASE BEING AN AUTHORIZED USER (E.G., IF YOU HAVE BEEN ACCESSING OR USING THE SERVICE AS AN EMPLOYEE OF A LICENSED HEALTH CARE PROFESSIONAL’S ORGANIZATION, AND YOU CEASE BEING AN EMPLOYEE OF SUCH ORGANIZATION), YOUR RIGHT TO ACCESS AND USE THE SERVICE WILL IMMEDIATELY TERMINATE AND YOU AGREE TO IMMEDIATELY STOP ALL ACCESS TO AND USE OF THE SERVICE.
We may update this Agreement at any time, and may notify you of such updates by any reasonable means, including by posting the updated Agreement to the Client Care Access site. Any changes in updating this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the updated Agreement, or otherwise notified you of such updated Agreement. The “Last Updated” legend above indicates when this Agreement was last changed. YOU AGREE TO PERIODICALLY REVIEW THIS PAGE TO DETERMINE IF THIS AGREEMENT HAS BEEN UPDATED.YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY UPDATES TO THIS AGREEMENT SHALL CONSTITUTE NOTICE AND ACCEPTANCE OF THE UPDATED AGREEMENT.
About Our Health Content
OUR HEALTH CONTENT DESCRIBES GENERAL PRINCIPLES OF HEALTH CARE THAT SHOULD NOT IN ANY EVENT BE CONSTRUED AS SPECIFIC INSTRUCTIONS FOR INDIVIDUAL PATIENTS. This material is not intended as a guide to medication for individual patients or as a substitute for proper medical advice, diagnosis, or treatment. It is for reference only and should not be used to determine treatment for individual patients’ specific medical conditions. Neither you nor any patient should disregard, avoid or delay obtaining or, if you are a licensed health care professional, providing medical advice because of information made available through the Service. The Service and its health related information and resources are not intended and must not be taken as the rendering of medical, nursing, or professional health care advice or services, or the practice of medicine, nursing, or professional health care in any jurisdiction. The information provided through the Service is intended for physicians, pharmacists, nurses, and other licensed health care professionals. Licensed health care professionals and their patients should also check product information (including package inserts) regarding dosage, precautions, warnings, interactions, and contraindications before administering or using any device, drug, herb, vitamin, or supplement discussed on the Service.
You understand and agree that neither CarelonRx nor its suppliers or vendors are responsible for any claim, loss, or damage directly or indirectly resulting from your use of the Service or the information resources contained on or accessible through the Service.
Information and statements about dietary supplements have not been evaluated by the U.S. Food and Drug Administration and are not intended to diagnose, treat, cure, mitigate, or prevent any disease or health condition. CarelonRx does not endorse manufacturers’ or others’ claims about the efficacy of these products. We specifically disclaim any guarantee or warranty, express or implied, with respect to any products or services sold, including any warranty of merchantability or fitness for a particular purpose. No information conveyed by CarelonRx either orally or in writing shall create such a warranty.
CarelonRx does not provide any form of insurance. The inclusion of information about any particular service or product does not indicate anything about whether any insurance plan may or may not provide benefits with respect to that service or product.
Alerts
ANY ALERTS PROVIDED BY THE SERVICE ARE FOR YOUR CONVENIENCE ONLY, ARE NOT MEDICAL ADVICE, SHOULD NOT BE RELIED UPON, AND MAY FAIL TO BE DELIVERED TO YOU. IF YOU ARE A HEALTH CARE PROFESSIONAL, IT IS IMPORTANT THAT YOU CONTINUE TO INDEPENDENTLY REVIEW RELEVANT AND TIMELY MEDICAL LITERATURE, ALERTS, AND OTHER PUBLICATIONS (INCLUDING WITH RESPECT TO ANY MEDICATIONS OR OTHER TREATMENT THAT YOU MAY PRESCRIBE) IN ACCORDANCE WITH YOUR PROFESSIONAL OBLIGATIONS, PARTICULARLY IN THE EVENT THAT THE SERVICE FAILS TO SEND YOU ALERTS. WITHOUT LIMITING ANYTHING SET FORTH IN THIS AGREEMENT, NEITHER CarelonRx NOR ITS SUPPLIERS OR VENDORS WILL BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE SERVICE’S ALERTS, INCLUDING WITHOUT LIMITATION YOUR ACTIONS OR FAILURE TO ACT IN CONNECTION THEREWITH.
Materials
For purposes of this Agreement, (a) “Materials” includes user IDs, email addresses, passwords, comments, photographs, images, graphics, text, and data, and any other forms of materials or information submitted, posted, or transmitted by Service users through or otherwise in connection with the Service, regardless of whether such information is posted publicly or with password protection, but in each case excluding any such materials or information that we provide or otherwise make available; and (b) “Your Materials” includes those Materials submitted, posted, or transmitted by you through or otherwise in connection with the Service.
The Service is not designed or intended to be used as a disaster recovery or emergency data storage facility and you are responsible for creating and maintaining copies of Your Materials prior to posting, uploading, or otherwise submitting such Materials through the Service.
CarelonRx and its suppliers and vendors have no obligation of any kind with respect to Materials and are not required to assess or otherwise determine the validity or legitimacy of any complaints or demands that they may receive regarding any Materials that you may use or allow others to use in connection with the Service (including Materials posted or submitted to the Service) before CarelonRx and its suppliers and vendors take any remedial action that they consider, in their sole discretion, to be appropriate.
NEITHER CARELONRX NOR ITS SUPPLIERS OR VENDORS CONTROL THE MATERIALS POSTED OR SUBMITTED TO THE SERVICE, NOR DO WE OR THEY HAVE ANY OBLIGATION TO (A) MONITOR, SCREEN, POLICE, EDIT, OR ACKNOWLEDGE RECEIPT OF THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS OR THIS AGREEMENT, (B) EVALUATE THOSE MATERIALS TO DETERMINE WHETHER AN INDIVIDUAL OR ENTITY IS AN AUTHORIZED USER, OR FOR ELIGIBILITY FOR BENEFITS UNDER ANY PRESCRIPTION DRUG PLAN OR OTHERWISE UNDER APPLICABLE LAW, OR (C) EVALUATE THOSE MATERIALS FOR INDICATIONS OF A NEED FOR MEDICAL ATTENTION OR PROVIDE MEDICAL ADVICE IN RESPONSE. IF SERVICE FUNCTIONALITY PERMITS MATERIALS TO BE ACCESSIBLE TO ANY USER OTHER THAN THE USER THAT POSTED OR SUBMITTED SUCH MATERIALS (E.G., VIA THE SERVICE’S MESSAGING FUNCTIONALITY), THE MATERIALS SUBMITTED BY OTHER USERS MAY BE MISLEADING, INACCURATE, INCOMPLETE, OR DECEPTIVE, AND IF YOU CHOOSE TO MAKE ANY OF YOUR OR, IF YOU ARE A HEALTH CARE PROFESSIONAL, YOUR PATIENTS’ PERSONALLY IDENTIFIABLE OR OTHER INFORMATION AVAILABLE TO OTHER USERS THROUGH THE SERVICE, YOU DO SO AT YOUR OWN RISK. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING THE SERVICE.
Disclaimer of Warranty
Although CarelonRx reserves the right to correct any errors, omissions, or inaccuracies, we do not accept any responsibility for the accuracy, reliability, currency, or completeness of any information, content, materials, services, products, merchandise, functionality, or other resources (collectively, “Resources”) available on or accessible through the Service (even typographical or imaging errors), including the substance, accuracy, or sufficiency of any service or product information listed on the Service. Further, we do not represent that the Service will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Service. CarelonRx also does not accept any responsibility for unauthorized access by third parties to user transmissions or Materials, or for technical failures in connection with user transmissions or Materials.
CarelonRx does not accept any liability for the consequences arising from the application, use, or misuse of any Resources contained on or made available through the Service, including any injury and/or damage to any person or property as a matter of product liability, negligence, or otherwise.
Your use of (including any access to) the Service and any other Internet sites, including any Resources contained on, or otherwise made available by, them, is solely at your own risk.
CarelonRx and its suppliers and vendors will attempt to keep the information, services, and resources accessible through the Service timely and accurate, but make no guarantees, and disclaim any implied warranty or representation about, the Resources or the Service, or any Resource’s or the Service’s accuracy, relevance, timeliness, completeness, reliability, security, or appropriateness for a particular purpose.
CARELONRX AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY, MEDICARE ENROLLMENT REMINDERS, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY, AND OTHER RESOURCES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
Without limiting the generality of the foregoing, CarelonRx makes no representation or warranty that the quality of any Resources made available or obtained through the Service will meet your expectations, or that any password protection or other security measures will prevent unauthorized access to Materials (including prescription information).
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CarelonRx OR ITS SUPPLIERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS, OR PARTNERS (COLLECTIVELY, “CarelonRx PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION, OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, ANY DEFECTS IN THE SERVICE, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, ALERTS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Neither CarelonRx nor its suppliers or vendors guarantee the sequence, accuracy, or completeness of any information or content available on or through the Service and shall not be liable in any way to you or anyone else who may use the information or content or to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasionedthereby.
THE OPERATION OF THE SERVICE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CARELONRX’S OR ITS SUPPLIERS’ OR VENDORS’ CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY CARELONRX, ITS SUPPLIERS, OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS (INCLUDING PRESCRIPTION INFORMATION).
ANY LIABILITY ON THE PART OF THE CARELONRX PARTIES, IN THE AGGREGATE, SHALL NOT EXCEED THE FEES PAID BY YOU SOLELY FOR THE RIGHT TO USE THE PARTICULAR INFORMATION OR SERVICE PROVIDED BY CARELONRX HEREUNDER OR $25, WHICHEVER IS GREATER.
You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.
Indemnification
You hereby agree to indemnify, defend, and hold the CarelonRx Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys’ fees) related to or arising out of your use of the content on the Service, any of Your Materials, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
Changes to the Service
CarelonRx and its suppliers and vendors may change or modify the information, services, products, materials, and any other Resources contained on or accessible through the Service, may charge, modify, or waive any fees required to use the Service (including any portion thereof), or discontinue the Service altogether, at any time without notice.
Your Obligations
You agree to use the Service only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy the Service (including by means of hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities, including with respect to the servers or networks used to make the Service available) will not be tolerated. You are strictly prohibited from communicating on or through the Service (including in connection with any of Your Materials) any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. We reserve the right to terminate or suspend your use of (including any access to) the Service, or parts of the Service, without notice, if we believe, in our sole discretion, that it is in violation of this Agreement, our requirements, or any applicable law, or it is harmful to our interests or the interests, including intellectual property or other rights, of another user or any other third party, including any of our partners, affiliates, sponsors, providers, licensors, or merchants.
You must not post, transmit, or otherwise make available through or in connection with the Service any virus or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.
You agree to provide true, accurate, current, and complete information in connection with the Service. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Service. Because any termination of your access to the Service may be effected without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Service.Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to your account or the Service.
You may be asked to supply a user ID and password and other information to register to use all or part of the Service. We may refuse to grant you a user ID that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. For security reasons, user IDs and passwords must be non-obvious, hard-to-guess, confidential, and changed on a regular basis, and you must log out at the end of each session. You are responsible for maintaining the confidentiality of your user ID and password and are fully responsible for all activities that occur in connection with your user ID or password such that, for all purposes under this Agreement, any activities in connection with your user ID or password will be deemed to be your activities. You agree to immediately notify us of any unauthorized use of either your user ID or password or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Service using your user ID or password. All user IDs and passwords remain the property of CarelonRx, and may be cancelled or suspended at any time by CarelonRx without any prior notice or any liability to you or any other person. CarelonRx is not under any obligation to verify the actual identity or authority of the user of any user ID or password. If CarelonRx, in its sole discretion, considers a password to be insecure, then CarelonRx may cancel the password (but has no obligation to do so). Without limiting the foregoing, if you are an Organization, (a) you acknowledge and agree that all of your Authorized Users will have the authority to act in your name and on your behalf with respect to such Authorized Users’ activities in connection with the Service, (b) you hereby authorize any and all submissions, instructions, authorizations, and other acts initiated through the use of any user ID or password associated with any of your Authorized Users, and (c) you will ensure that all of your Authorized Users comply with this Agreement.
You must respond promptly to all email and other correspondence from CarelonRx, including without limitation email and correspondence concerning complaints or concerns regarding your use of the Service and the use of your account.
Your submission of information through the Service is governed by our Privacy Policy for the Service, located at [URL] (“Privacy Policy”), which, among other things, explains how we seek to protect the privacy of the personal information that you provided to us through the Service. You acknowledge and agree that it is your responsibility to ascertain and obey all applicable laws regarding your use of the Service, and if you submit any personal information relating to another person to us, you represent and warrant that you have the authority to do so and to permit us to use and disclose such information in accordance with the Service’s Privacy Policy [INSERT LINK]. In addition, you represent, warrant, and agree that your use of the Service will not violate any agreement between you and any third party.
When participating in any surveys or other promotions (collectively, “Promotions”) that may be offered through the Service, you are urged to review the official rules and regulations governing those Promotions (if applicable) and the Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern with respect to that Promotion.
You are responsible for obtaining, maintaining and paying for all hardware, software, and all telecommunications and other services needed for you to use the Service.
Termination
This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, you must cease your use of the Service, including any access thereto. Your use of the Service is at your sole risk. If you are dissatisfied with the Service, its content, or any of the terms, conditions, and policies of this Agreement, your sole and exclusive legal remedy is to discontinue using the Service.
If you breach any provision of this Agreement, then you may no longer access or use the Service.
CarelonRx or its suppliers or vendors may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) your authorization to use the Service and any membership and account you may have; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address, or domain name; (iii) remove from the Service and permanently delete and destroy any Materials (or any components thereof) that you or others may have posted or submitted to the Service (and for purposes of this Agreement, “posted” and “submitted” includes transmission on or through the Internet and in hardcopy format through facsimile or post) for any reason or no reason; (iv) restrict access to the Materials posted or submitted to the Service (including Your Materials) and to any account you may have; and (v) prohibit you from any future use of the Service; all without any prior notice or liability to you or any other person.
If this Agreement is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you in respect of your prior use of the Service (and any unauthorized further use of the Service), including payment of any charges accrued in connection with use of the Service and your indemnification obligations; (b) CarelonRx may immediately remove from the Service and permanently delete and destroy any Materials that you or others may have posted or submitted to the Service without any prior notice or liability to you or any other person; (c) any fees and charges previously paid by you for unused services will not be refunded; and (d) any rights or licenses granted to us under this Agreement will survive such termination.
Proprietary Rights
Subject to your compliance with this Agreement, CarelonRx grants to you, solely for so long as you are permitted by us to use the Service, a limited, revocable, non-exclusive, non-transferable license to access, use, and display the Service (including any content or other materials generally made available through the Service to users of the Service) solely for your own use in connection with the authorized provision of health care services. No title, rights, or interests in any content or other materials made available by the Service (other than Your Materials) are afforded to you; to the extent that you are authorized to download any such materials via the Service, any such downloaded materials will only be for your own use in connection with the authorized provision of health care services.
As between you and CarelonRx, CarelonRx (and its suppliers and vendors) owns the Service and all the content on the Service other than Your Materials, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of such material. The Service and, other than Your Materials, all the content on the Service is subject to trademark, service mark, copyright, and/or other intellectual property rights held by CarelonRx and its suppliers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. CarelonRx’s trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of CarelonRx, or in any manner that is likely to cause confusion or otherwise violate our rights. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of any content available through the Service (other than Your Materials), or posting or otherwise making available such content (including selected portions of this content) in any manner on any network computer, broadcast media, or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of CarelonRx is strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any purpose other than for your own use in connection with the authorized provision of health care services the Service (including any portion thereof) or the use (including any access to) thereof, or to collect any information about Client Care Access site visitors or users of the Service, or otherwise systematically download and store Service content. You represent, warrant, and agree that you will not send, submit, upload, post, reproduce, transmit, or distribute any communication, content, or other Materials of any type through or in connection with the Service or otherwise to CarelonRx that infringes or violates any rights of any party or violates this Agreement.
If you submit or otherwise provide to CarelonRx any communications, content, or other Materials, including, without limitation, any personal or commercial information, idea, concept, or invention, you hereby grant to CarelonRx an irrevocable, unrestricted, worldwide, perpetual, sub licensable (through multiple tiers), royalty-free license to use, reproduce, display publicly, perform, publish, transmit, distribute, modify, create derivative works of, and otherwise exploit such Materials in any medium and for any purpose, and you further agree that CarelonRx is free to (but has no obligation to) use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to CarelonRx in accordance with the foregoing license grant. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Materials, ideas, concepts, or know-how provided to CarelonRx that you may have under any applicable law under any legal theory.
Electronic Communications
When you send emails or other electronic messages to us or in connection with the Service, you are communicating with us electronically and consent to our review and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Location Based Services
If you enable location-based services on your computer or other device in connection with your use of the Service, you expressly consent to CarelonRx or its suppliers or vendors collecting the precise location information of your device. This information may be used in accordance with the Privacy Policy [INSERT LINK] for the Service. Please see the Privacy Policy [INSERT LINK] for further information.
Telephone, Text, and Fax Policy
By providing your business, residential or wireless phone and/or fax number(s) to CarelonRx, you expressly consent to receive marketing and non-marketing autodialed and/or prerecorded calls, text messages and faxes (including fax advertisements) from or on behalf of CarelonRx at the number(s) provided. Your consent to receive calls or texts on your wireless device is not a condition of any purchase. Consent may be revoked at any time by calling the toll-free number at [844-203-3796]. Your wireless carrier’s standard message and data rates may apply.
Third Party Resources
The Service may contain links to, or otherwise make available, third-party sites, services, products, information, content, materials, merchandise, functionality, and/or other resources (“Third Party Resources”), including drug-related information, medical guidelines, medical literature, and other publications and resources related to medical advice, diagnosis, and/or treatment, and other health content. These links and access are provided for your convenience and reference only. We do not control such Third Party Resources and, therefore, we are not responsible for such Third Party Resources, or any content posted on or made available by such Third Party Resources. Be aware that CarelonRx does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about such Third Party Resources, including without limitation the security of any Materials, or the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on or made available by such Third Party Resources or any other Internet sites. We reserve the right to terminate such links or such access at any time. The fact that the Service includes such links or access should not be construed in any way as an endorsement, authorization, or sponsorship of such Third Party Resources, or any content made available thereby. Because some Third Party Resources employ automated search results or otherwise link you to Third Party Resources containing information that may be deemed inappropriate or offensive, we cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in or made available by Third Party Resources, and you hereby irrevocably waive any claim against us with respect to such Third Party Resources. Your use of any Third Party Resources is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third Party Resources (such as Terms of Service or Privacy Policies of the providers of such Third Party Resources).
Governing Law
This Agreement, your use of (including access to) the Service, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the laws of the United States (including federal arbitration law) and the State of New York, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.
Dispute Resolution
ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR ACCESS TO OR OTHER USE OF THE SERVICE, AND ALL RELATED MATTERS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT CARELONRX AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY AND THAT YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association ( “AAA”) under its Commercial Arbitration Rules (currently available at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTG_004103&revision=latestreleased), as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person appearances will be held in Providence, Rhode Island at a facility designated by CarelonRx. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief, or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Copyright Infringement Claims: Notice and Take-Down Procedures
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Service infringe your rights under U.S. copyright law, you (or your agent) may send to CarelonRx a written notice by mail, e-mail, or fax, requesting that CarelonRx remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to CarelonRx a counter-notice. Notices and counter-notices must be sent in writing and meet the then-current statutory requirements imposed by the DMCA (see https://www.copyright.gov/ for details), which, with respect to notices of infringement, currently include, among other requirements, the following:
Sufficient information identifying the copyrighted work(s) believed to be infringed.Sufficient information identifying the allegedly infringing material(s) and the location of such material(s) in order to permit CarelonRx to locate such material(s).A statement from the owner (or the owner’s authorized representative) of the copyrighted work(s) believed to be infringed that such owner or authorized representative has a good faith belief that the allegedly infringing materials are used in a manner not authorized by the copyright owner, its agent, or the law.Contact information for the complaining party, including a mailing address, a telephone number, and, if available, an email address.A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner’s behalf.A signature or the electronic equivalent from the owner (or the owner’s authorized representative) of the copyrighted work(s) believed to be infringed.Notices and counter-notices must be sent in writing to CarelonRx’s DMCA agent as follows:
DMCA Agent, Legal Department
Mail:
ATTENTION: LEGAL DEPARTMENT/DMCA COMPLAINT
220 Virginia Avenue, Indianapolis, IN 46204
General Information
In addition to the rights and privileges described in the terms, conditions, and policies outlined above, we further reserve the right to elect to electronically monitor areas of the Service and may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request, if we believe that such disclosure is necessary or appropriate to operate the Service, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors, or merchants. If alerted to allegedly infringing, defamatory, damaging, illegal, or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such content from the Service.
We control the Service from our corporate offices within the United States of America, and the Service is not intended to subject CarelonRx to any non-U.S. jurisdiction or law. By using (including any access to) the Service you agree that such use (including any such access) is subject to the terms, conditions, and policies of this Agreement as well as applicable laws. The Service may not comply with legal requirements of foreign countries. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States of America. Any portion of the Service or any other product or service provided by CarelonRx is void where and to the extent prohibited by law, and you may not use the Service where it would be illegal to do so. We may limit the availability of the Service at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.
Our failure to insist upon strict performance of any provision of this Agreement shall not be construed as an implicit waiver of any provision or right.
If any part of this Agreement is ruled to be unenforceable, then such part shall be severed, with the remainder of the Agreement remaining in full force and effect. This Agreement constitutes the entire agreement between you and CarelonRx governing your use of the Service. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction.
We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that CarelonRx does not endorse any of the products or services listed on such site.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
