Last modified: April 8, 2020
Rx reserves the right, in its sole discretion, to change, modify, add or remove portions of these Terms at any time. By continuing to use any of the Rx Services following such modifications, you agree to be bound by such modifications to these Terms.
- Use of THE Rx Services. You must be 18 years or older to access or use the Rx Services. If you are under 18, then you may not use or access the Rx Services under any circumstances. By accessing or using the Rx Services, you represent that you are at least 18 years of age.
- Content. All text, files, images, graphics, illustrations, information, data, audio, video, photographs, advertising, user interfaces, visual interfaces, trademarks, logos, sounds, music, artwork, computer code and other content (collectively, “Content”), including without limitation, the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content, available through any of the Rx Services, including without limitation, all Content made available through any other partners, affiliates, and licensors (collectively “Affiliates”), is owned by Rx or its Affiliates and is protected by United States and international copyright laws. Your access to, and use of, any Content is also subject to any other license or other agreement separate from these Terms that you may have entered into (or may enter into) with Rx or any of its Affiliates related to that Content (each of those licenses or other agreements, a “Content Agreement”). Except as expressly set forth in these Terms or a Content Agreement, you are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Content, or any Intellectual Property Rights therein or related thereto, and you may not copy, modify, reproduce, upload, perform, publicly display, create derivative works from, republish, post, transmit, encode, translate, participate in the transfer or sale of, distribute (including without limitation, “mirroring”), or in any way exploit any portion of the Rx Services without the prior written permission of Rx. If you would like to use Content or the Rx Services in a manner that is not expressly set forth in these Terms or any Content Agreement, please send your request by emailing Rx at email@example.com
- Account. To utilize some of the Rx Services, you may be asked to create a password-protected account (your “Account”). You agree to keep your Account information and password confidential. You agree to notify Rx immediately of any actual or suspected unauthorized use of your Account. Your Account is solely for your personal and non-commercial use. You may not sublicense, distribute, sell, use for service bureau use, lease, rent, loan or otherwise transfer your Account or the right to access your Account to any third party. You are solely responsible for all activities that occur through your Account. Rx will not be responsible for any loss to you caused by your failure to comply with these obligations. You represent and warrant that: (a) all information you provide in your registration is true, accurate, current, and complete; and (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete. As part of the registration process, you may be assigned or permitted to create a user ID for use in identifying your Account (a “User ID”). You may not: (x) select or use a User ID of another person with the intent to impersonate that person; (y) use a User ID in which another person has rights without such person’s authorization; or (z) use a User ID that Rx, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of these Terms, which may result in immediate termination of your Account. Rx reserves the right to deny or revoke issuance of any User ID at any time and without prior notice.
- Intellectual Property Rights. The Rx Services and the Content are protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents (and patent applications), trade secrets, and other proprietary and intellectual property rights (collectively, “Intellectual Property Rights”). Unless otherwise labeled, all Marks are the property of Rx or its Affiliates. Except as expressly set forth in these Terms, you may not display, link to or otherwise use the Marks without the prior written permission of Rx or the appropriate Affiliate.
- License Grant. Subject to your compliance with these Terms, and your payment of any applicable fees, Rx grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and make personal and non-commercial use of the Rx Services and Content. This license does not include any resale or commercial use of any of the Rx Services or Content; any derivative use of any of the Rx Services or Content; any downloading, copying, or other use of any of the Rx Services or Content for the benefit of any third party; or any use of any data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms or any Content Agreement are reserved and retained by Rx or its Affiliates. None of the Rx Services, nor any part of any of the Rx Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Rx. You may not frame or utilize framing techniques to enclose any trademarks, trade names, service marks, logos, banners, and page headers displayed through any of the Rx Services (collectively, the “Marks”) or proprietary information (including images, text, page layout, or form) of Rx without express written consent. You may not use any meta tags or any other “hidden text” utilizing Rx’s name or Marks without the express written consent of Rx. You may not misuse any of the Rx Services. You may use the Rx Services only as permitted by law. The licenses granted by Rx terminate if you do not comply with these Terms or any Content Agreement.
- Fees. Fees for purchased Content and other Rx Services will be stated at the time of your purchase or sign-up, as applicable. The fees may change at any time. Fees may be subject to tax, collected by us or a third party through which you transact, and are non-refundable except in the specific circumstances described in these Terms. If your subscription involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your subscription, you understand it will automatically continue and you authorize us, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable fees and any taxes, using any payment source we have on record for you. If any credit card or other payment source we have on file for you is declined for payment of any subscription fees, we may cancel your subscription, unless you provide us with a new payment source. If you provide us with a new payment source, and are successfully charged before your subscription is cancelled, your new subscription period will be based on the original renewal date and not the date of the successful charge.
- Termination of Rx Services. Our business may change over time and we reserve the right to cancel the Rx Services in whole or in part, and to terminate your use of the Rx Services at our discretion without notice.
- CONDUCT. You will not and will not permit any third party to: (a) use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of any Content, or in any way reproduce or circumvent the navigational structure or presentation of any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposefully made available through any of the Rx Services; (b) attempt to gain unauthorized access to any portion or feature of the Rx Services, or any other systems or networks connected to any Rx server, by hacking, password “mining” or any other illegitimate means; (c) use the Rx Services to harvest or collect e-mail addresses, whereabouts or other contact information of other users from the Rx Services by electronic or other means for any purpose; (c) probe, scan or test the vulnerability of any network connected to the Rx Services, or breach the security or authentication measures on any network connected to the Rx Services; (d) reverse look-up, trace or seek to trace any information on any other user of or visitor to the Rx Services, including any account not owned by you, to its source, or exploit any of the Rx Services or Content in any way where the purpose is to reveal any information, including without limitation, personal identification or information, other than your own information; (e) pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; (f) use the Rx Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Rx Services; (g) use any of the Rx Services or Content for any commercial purpose or in any automated manner; (h) use automated scripts to collect information from or otherwise interact with the Rx Services; (i) use the Rx Services to intimidate, harass, or bully any person or entity; (j) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of any the Rx Services; (k) remove, bypass, or circumvent any notices included on any of the Rx Services or Content; or (l) provide to Rx any code or device capable of or intended to interrupt, harm, or damage any of the Rx Services or Content or the operation thereof.
- CLAIMS OF INFRINGEMENT. Just as Rx requires users of the Rx Services to respect the Intellectual Property Rights of Rx, its Affiliates, and other third parties, Rx respects the Intellectual Property Rights of users of the Rx Services and other third parties. If you believe, in good faith, that your Intellectual Property Rights have been infringed or misappropriated through the Rx Services without authorization in a way that constitutes infringement, you may notify Rx by mail to:
Rx for The Business of Medicine
8580 Scarborough Drive, Suite 225
Colorado Springs, CO 80920
Please provide the following information to Rx:
- The identity of the infringed work, and of the allegedly infringing work;
- Your name, address, daytime phone number, and e-mail address;
- A statement that you have a good faith belief that the use of the potentially infringing work is not authorized by the owner, his, her or its agent, or the law;
- A statement of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on behalf of the owner; and
- Your signature.
- REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant, and covenant for the benefit of Rx and its Affiliates that: (a) you have the legal right and authority to accept these Terms; (b) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms and in any applicable additional agreement you enter into in connection with your access to or use of the Rx Services; and (c) all information you provide to Rx in connection with these Terms and your access to or use of the Rx Services is correct and current.
- DISCLAIMER AND LIMITATION OF LIABILITY.
- Disclaimer. ALL CONTENT AND THE RX SERVICES PROVIDED THROUGH OR IN CONNECTION WITH RX ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. NEITHER RX NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY CONTENT, ADVICE, OPINION, STATEMENT, OR OTHER DATA OR INFORMATION DISPLAYED ON, DOWNLOADED FROM, OR DISTRIBUTED THROUGH ANY OF THE RX SERVICES. RX DOES NOT PRESCREEN CONTENT PROVIDED BY USERS, AND YOU UNDERSTAND THAT BY USING THE RX SERVICES, YOU MAY BE EXPOSED TO CONTENT THAT YOU MAY FIND OFFENSIVE, INDECENT OR OBJECTIONABLE. UNDER NO CIRCUMSTANCES WILL RX BE LIABLE IN ANY WAY FOR ANY OF THE RX SERVICES OR CONTENT. YOU AGREE THAT YOUR ACCESS TO THE RX SERVICES AND CONTENT IS AT YOUR OWN DISCRETION AND YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO OR USE OF ANY OF THE RX SERVICES. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, RX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE RX SERVICES, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE RX SERVICES AND THAT INTERRUPTIONS, CRASHES, AND DOWNTIME MAY OCCUR FROM TIME TO TIME.
- Limitation. IN NO EVENT WILL RX BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) ANY OF THE RX SERVICES, EVEN IF RX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. RX’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED $100.
- INDEMNIFICATION. You hereby indemnify, defend, and hold harmless Rx and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (collectively, “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from your accessing or using any of the Rx Services, or your breach of any of these Terms. Rx will provide you with notice of any such claim or allegation, and Rx will have the right to participate in the defense of any such claim at its expense.
- LINKED SITES. The Rx Services may contain links to third party sites or services that are not under the control of Rx, and Rx is not responsible for any content on any linked site or service. If you access a third party site or service through the Rx Services, then you do so at your own risk. Rx provides links only as a convenience, and the inclusion of the link does not imply that Rx endorses or accepts any responsibility for the content on those third party sites or services.
- NOTICES. Except as expressly stated otherwise, any notices required or allowed under these Terms will be given to Rx by postal mail to the address for Rx listed through the Rx Services. If applicable law requires that Rx accepts e-mail notices (but not otherwise), then you may send Rx an e-mail notice by emailing Rx at firstname.lastname@example.org . With respect to Rx’s notices to you, Rx may provide notice of amendments by posting them through any of the Rx Services and you agree to check for changes. In addition, or in lieu thereof, Rx may give notice by sending e-mail to the e-mail address you provide during registration for any of the Rx Services. Notice shall be deemed given 24 hours after it is posted or an e-mail is sent, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
- GENERAL TERMS.
- Third Party Beneficiaries. Rx’s Affiliates are intended third party beneficiaries under these Terms with the right to enforce the provisions that directly concern the Rx Services to which they have rights.
- Assignment. You may not assign, delegate or transfer these Terms or any of your rights or duties hereunder, and any attempt to do so will be null and void.
- Severability. If, for any reason, any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
- No Legal Relationship. These Terms and your use of the Rx Services, including the submission of Provided Content, do not, and shall not, be construed as creating any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between you and Rx or any of its Affiliates.
- Governing Law. THESE TERMS will be governed by, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER THE laws of the State of Colorado APPLICABLE TO CONTRACTS MADE AND EXECUTED AND WHOLLY PERFORMED IN THE STATE OF COLORADO, without giving effect to any conflict of laws principles (whether of Colorado or another jurisdiction). Neither the Uniform Computer Information Transaction Act nor the United Nations Convention on Contracts for International Sale of Goods apply, and their applicability is expressly excluded. Printed copies of any and all agreements and/or notices in electronic form shall be admissible in any legal investigative or regulatory proceedings.
- Arbitration. Any controversy or claim (“Claim") you have arising out of or relating to these Terms shall be resolved by a single impartial arbitrator pursuant to proceedings administered by the American Arbitration Association under its rules for resolution of commercial disputes. Any such Claim shall be brought solely by you as an individual and not as part of, or as a representative of, a class. The arbitration shall be held in Colorado Springs, Colorado. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The courts of the State of Colorado and/or the United States District Court for the District of Colorado shall have exclusive jurisdiction and venue over (i) any action concerning the enforcement of an arbitration award, or (ii) if arbitration is not permitted by law, then any Claim you have arising out of or relating to these Terms. You agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of such courts and you will not object to such jurisdiction and venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS. Rx reserves all rights and remedies available to it, in law or equity, with respect to any matter relating to these Terms.
- Waiver and Severability. The failure of Rx to exercise or enforce any right or provision in 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, illegal or unenforceable, such provision shall be enforced to the fullest extent of the law, and all other provisions shall remain in full force and effect.
- statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Rx Services must be filed by you within one year after such claim or cause of action arose or be forever barred.
These terms are subject to amendment or modification at any time.