For purposes of these Terms, a “User” means a person who is accessing, browsing, or interacting with the Online Services, on behalf of themselves or on behalf of any person or entity for whom the User has authority to use the Online Services. These Terms are in addition to and supplement any other agreement between you and RxBenefits.
IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE ONLINE SERVICES.
2. Authorized Users Only. Certain parts of the Online Services may only be available to authorized Users who have an account, username, password, activation code or any other security information (“Account Credentials”). Your access and use of such parts of the Online Services constitutes your acknowledgement that you are authorized to access the information available therein, which may include certain information regulated by data privacy laws such as the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
To the extent applicable, you must treat your Account Credentials as confidential, and you must not disclose such information to any third party. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Online Services using your Account Credentials. All Account Credentials remain the property of RxBenefits and may be cancelled or suspended at any time by us without any prior notice or any liability to you or any other person.
In the event your Account Credentials are compromised, or upon learning of any unauthorized access to or any other breach of security with respect to your account, you agree to notify RxBenefits immediately and change your username and password.
3. User Representations. Each time you use and/or access the Online Services, you represent and warrant as follows: (a) you have the power and authority, including on behalf of any person or entity for whom the User is using the Online Services, to enter into these Terms and to perform the obligations required thereby; and (b) you shall only use the Online Services in accordance with these Terms and any applicable law, rules and regulations and, with respect to any entity you represent, any applicable account or other agreements with RxBenefits.
4. RxBenefits Confidential Information. You understand that the Online Services may provide you with access to confidential and/or proprietary information. For purposes of these Terms, “Confidential Information” shall include all information contained in the Online Services, in any form, that involves or relates to material or information which (i) if disclosed by you could reasonably be detrimental to the interests of RxBenefits; or (ii) is either marked as being “Confidential,” “Restricted,” or “Proprietary”; or (iii) from all the relevant circumstances should reasonably be assumed by you to be confidential and/or proprietary to RxBenefits, including, without limitation: confidential or proprietary information relating to the business of RxBenefits and any and all intellectual property rights stemming therefrom and relating thereto and any and all other materials, documentation, forecasts, analyses, spreadsheets, charts, business intelligence, business plans, business methods, pricing data or information, financial data, competitor comparisons, professional recommendations, marketing plans, projections, client lists, vendor lists, strategic partnerships, or ideas relating to the business of RxBenefits or its obligations with respect to the services provided to you or otherwise. You agree not to use any Confidential Information in a manner that could reasonably be deemed detrimental to RxBenefits. You further agree to not to copy, publish, show, disclose, or otherwise disseminate the Confidential Information to any third party without our prior written consent.
5. Limitations on Use. You agree that in your use of the Online Services:
(a) you will use the Online Services only for lawful and legitimate business purposes;
(b) you will not use the Online Services in any way not expressly permitted by these Terms;
(c) you will only provide information in connection with any and all uses of the Online Services that is true and accurate and is not false or misleading, to the best of your knowledge and belief;
(d) you may not intentionally create, upload or transmit any file, software, or other material which contains a virus or other harmful code or device;
(e) you will not impersonate any other person or use a false identity (the name of some other person or entity) when using the Online Services;
(f) you are responsible for all uploads, downloads, or other activity performed using your Account Credentials in connection with using the Online Services;
(g) you will not access or attempt to access the account of any other person, or any other area or section of the Online Services, that is restricted and to which you have not been granted access;
(h) you will not take any action designed to interfere with the operation of the Online Services, impair our networks or serves, or expose us or any third party to any claims of liability;
(i) you will not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying programming, models, databases or database structures of the Online Services, or any of the software used in connection with the Online Services;
(j) you will not remove or obscure any copyright, trademark, confidentiality, or other website notices, terms or disclosures;
(k) you will comply with all applicable laws in connection with your use of the Online Services, including but not limited to HIPAA;
(l) you will not solicit other users or distribute advertising for products or services through the Online Services, or gather email addresses or other contact information for the purpose of solicitation or sending bulk messaging to other Users of the Online Services; and
(m) you will not directly or indirectly cause or authorize anyone else to take actions prohibited in this section.
6. Disclaimers/No Warranty. The Online Services are provided as-available and as-is, without warranty of any kind, express or implied, including, without limitation, warranties of title or noninfringement or the implied warranties of merchantability or fitness for a particular purpose. RxBenefits makes no representation that use of the Online Services will be uninterrupted or error-free or free of harmful components. You understand that your use of the Online Services is at your own risk.
Regarding any content available through the Online Services, RxBenefits does not guarantee the accuracy, completeness, correctness, timeliness, or reliability of such content. In the event the Online Services contain any errors, including but not limited to inaccurate or outdated information, we reserve the right to correct such errors and are not required to honor any errors.
7. Intellectual Property Rights. Unless otherwise expressly identified, the Online Services, including but not limited to the entire contents and design of the Online Services and the underlying code and software, are protected by U.S. and international intellectual property laws, and all copyright, trademark, patent, and trade secret rights are either owned by us, are licensed to us, or are used with permission. We grant you a non-exclusive, non-transferable, limited license to access and use the information, documents, text, images, software, and other content and elements of the website (collectively, the “Content”) solely in accordance with these Terms. Subject to these Terms, you may view and download the Content solely for your use to the extent necessary for your legitimate business purposes. You may not copy, republish, upload, post, display, transmit, or frame any Content without prior written consent from us. We may terminate the above license at any time for any reason. If you breach any of these Terms, your license terminates immediately, automatically, and without notice. Upon the termination of this license, you must stop using the Online Services including all Content, and return or destroy all copies, including electronic copies, of Content in your possession or control.
Our, and our affiliates’, names, logos, and all related names, logos, product and service names, designs and slogans are trademarks of RxBenefits or its affiliates or licensors. You must not use such marks without the prior written permission of RxBenefits. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.
If you send or transmit any communications or materials to RxBenefits by mail, email, telephone, or otherwise, suggesting or recommending changes to the website, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any feedback.
If you believe in good faith that content on the website infringes a copyright owned by you, you (or your agent) may send us a notice requesting that the material be removed, or access blocked. Notices should be sent to RxBenefits, Inc., ATTN: Legal Department, 3700 Colonnade Pkwy, Suite 600, Birmingham, AL 35243, or to email@example.com, with the following information: (a) sufficient identification of the copyrighted work claimed to have been infringed;(b) sufficient identification of the allegedly infringing material on the website that is requested to be removed;(c) your contact information, including name, address and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and (f) a physical or electronic signature of the copyright owner or the person authorized on the owner’s behalf.
9. Uploads. Certain portions of the Online Services may permit you to upload files or other information. We are under no obligation to review any uploads, but we may review and remove any that we, in our sole judgment, determine is illegal, harmful, a violation of these Terms, or otherwise not appropriate or erroneous. You understand that RxBenefits is not responsible for the accuracy of information or items uploaded by you or other Users or third-parties, and such information may be inaccurate. Your use or reliance on any such information uploaded by you or others is at your own risk. When you upload or otherwise submit information to the Online Services, you give us a worldwide, perpetual, unlimited, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, license to use, host, store, reproduce, modify, create derivative works, communicate, and distribute such information in any form or format, subject to any applicable data privacy laws that may apply to such information, including but not limited to HIPAA in the case of protected health information. This license is for the purpose of operating, promoting, and improving the Online Services and our business. This license continues even if you stop using the Online Services and these Terms terminate.
By using the Online Services, in addition to the restrictions and limitations described in Section 4 (“Limitations on Use”), you understand and agree to the following: (a) you will not upload any material that violates any law or regulation, or is otherwise false, obscene, indecent, lewd, offensive, violent, harassing, or discriminatory; (b) you own or have the rights necessary to upload any such information; and (c) you will not post personal or private information of anyone other than yourself unless you are explicitly authorized to act on such person’s behalf, or in the case of protected health information, unless you have appropriate authorization under HIPAA or applicable agreement to do so.
10. RxBenefits Content; Content Supplied by Others. Our content may include content provided by you, advertising information, sponsored content provided by third parties, as well as information provided by a third party that we believe may be useful to the Online Services. Subject to applicable law, you agree and consent that we may send marketing information, including marketing information provided by our affiliates, divisions, subsidiaries or third parties, to you through any and all contact methods using the contact information (including email and mail) as provided by you.
11. Export Controls. You understand that you are prohibited from using, exporting, re-exporting, importing, selling, transferring, or proxying the Online Services, unless such activity is expressly permitted by these Terms and not prohibited by United Sates laws, any applicable laws of the jurisdiction in which you use the Online Services, or any other applicable laws and regulations. In particular, but without limitation, the Online Services may not be exported, re-exported or made available in any manner (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Online Services, you represent and warrant that you and any beneficiary of the Online Services are not located in any such country or on any such list. You also agree that you will not use our Online Service for any purposes prohibited by U.S. law.
12. Termination. RxBenefits reserves the right to terminate, cancel, alter, suspend, or block your use of (including any access to) the Online Services, or parts of the Online Services at any time, with or without notice, and for any reason or no reason. You similarly have the right to stop using the Online Services at any time.
13. Indemnification. To the maximum extent permitted under applicable law, you hereby agree to indemnify, defend, and hold RxBenefits, its affiliates, employees, agents, officers or directors (the “RxBenefits Parties”) harmless from any liability, loss, claim, and expense (including reasonable attorneys’ fees) related to or arising out of your use of the Online Services and any content contained therein, any of your uploaded information, your connection to the Online Services, your violation of these Terms, or your violation of any rights of another.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONLINE SERVICES, ANY WEBSITES LINKED TO THE ONLINE SERVICES, ANY CONTENT ON THE ONLINE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Jurisdiction and Venue. All matters relating to the Online Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms or the Online Services shall be instituted exclusively in the federal courts of the United States located in the State of Alabama or the courts of the State of Alabama located in Shelby County, Alabama. Notwithstanding the foregoing, in connection with asserting or protecting our intellectual property or other confidential information, we retain the right to seek temporary or permanent injunctive or other non-monetary equitable relief against you in any court of competent jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
16. Severability. If any of the provisions of these Terms are held unenforceable or overbroad by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of these Terms to retain their full force and effect.
17. Survival. All sections of these Terms which, by their nature are designed to survive expiration or termination of these Terms shall survive.
18. No Waiver. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
19. Contact Information. You may contact us here. You agree that we may provide any and all notices to you by e-mail, telephone, or any other reasonable method.
20. Updates. We reserve the right to change, modify, and update these Terms at any time.
21. Electronic Acknowledgment. Your affirmative act of using the Online Services, and/or registering an account, constitutes your electronic signature to these Terms and your consent to enter into this agreement electronically. You may print and retain a copy of these Terms.
Effective Date: March 29, 2023
Last Revised: February 21, 2022