SemitaRx (dba CarepathRx Technology Solutions)
Including, but not limited to, DromosPTMTM
SemitaRx provides you with patient therapy management services through a software solution (CarepathRx Patient Therapy Mobile (“CPTM”)) that may include some or all of the following: SMS (text) messages, a downloadable application (the “App”), and a web module (collectively, the “Service”). By downloading the App, providing your cellular telephone number, creating an account as a user of the Service, or by otherwise using the Service, you become a “User” (“You” or “User”) and you agree to comply with and be bound by these Terms of Service (this “Agreement”). This Agreement applies both to Users who are Pharmacies (and their officers, employees, agents, and affiliates), individual account holders, as well as Users who sign up to manage family member accounts as a Proxy (see Section 8, below). The Service is provided by SemitaRx through its software CarepathRx Patient Therapy Mobile (“CPTM”).
WHILE YOU SHOULD READ THE ENTIRE TERMS, PLEASE NOTE IN PARTICULAR:
- YOU AGREE THAT WE MAY SEND YOU SMS (TEXT), PUSH, OR EMAIL MESSAGES OR IN-APP NOTIFICATIONS REGARDING HEALTHCARE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO (I) PRESCRIPTION REMINDERS, REFILL REMINDERS AND AUTO REFILL SERVICES, (II) MEDICATION SYNCHRONIZATION SERVICES, (III) IMMUNIZATION NOTICES, (IV) MEDICATION RECALLS, (V) INFORMATION REGARDING GENERIC MEDICATION LAUNCHES, (VI) NOTICES CONCERNING DISEASE STATE MANAGEMENT PROGRAMS, (VII) MEDICATION ADHERENCE PROGRAMS AND CO-PAY COUPONS; AND (VIII) APP AVAILABILITY MESSAGES. IF YOU DO NOT WISH TO RECEIVE SUCH MESSAGES, DO NOT ENROLL IN OR USE THIS SERVICE.
- THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE, IN WHICH YOU AGREE THAT ANY DISPUTES WILL BE DECIDED BY AN ARBITRATOR WITHOUT A COURT OR JURY TRIAL.
- You MUST notify SemitaRX if you change your cellular telephone number or stop using it. If you do not notify us there is a risk that messages meant for you will be sent to the new subscriber to whom your former number is assigned.
- You must keep your phone private and secure in order to protect the protected healthcare information that we will send you.
- Text and email messages are not encrypted by your telecommunications carrier and so may not be secure, and if you agree to receive them you accept the security and privacy risks involved.
- You must not use the Service if you are under 18.
- The privacy policies that apply to your use of the Service are SemitaRx’s notice of privacy practices, available at https://dromosrx.com/privacy-policy.
SemitaRx may change this Agreement at any time by providing you with an email or text message notifying you of the change and its effective date, and providing a link to the changed Agreement; if you continue use of the Service after the effective date of the change, you will be deemed to have agreed to the changed Agreement.
THIS AGREEMENT IS LEGALLY BINDING; PLEASE READ IT CAREFULLY. If you do not agree with this Agreement, you are prohibited from using the Service.
If you register as a User, you represent and warrant to SemitaRx that: (a) you are of legal age to form a binding contract; (b) you will provide SemitaRx with accurate, current and complete registration information; (c) you are the owner or authorized user of the wireless device you use to subscribe for the Service; (d) you are authorized to approve and will be responsible for any applicable charges from your carrier; and, (e) your registration and your use of the Service will comply with all applicable laws.
- Text Message Consent and Opt-Out
You authorize SemitaRx to deliver, to the wireless number you used when registering for the Service, healthcare messages including, but not limited to, (i) prescription reminders, refill reminders and auto refill services, (ii) medication synchronization services, (iii) immunization notices, (iv) medication recalls, (v) information regarding generic medication launches, (vi) notices concerning disease state management programs, (vii) medication adherence programs and co-pay coupons; and (viii) app availability messages. These messages may be automated text message alerts sent using automated dialing technology. SemitaRx does not charge for the Service, but your cellular carrier may charge message and data rates for such messages.
You are not required to become a User of the Service or enter into this Agreement in order to obtain prescriptions, or to obtain any other goods or services. If you do not wish to receive these messages, do not register for the Service.
- Ownership of the Service
SemitaRx is the owner of all right, title and interest, including all proprietary rights, in the Service. All of the software, text, images, marks, logos, and other content used or embodied in the Service (collectively, the “SemitaRx Materials”) are proprietary to SemitaRx or to third parties.
The marks “SemitaRx™”, “CarepathRx”, CarepathRx Patient Therapy Mobile (“CPTM”), and other marks associated with the Service are registered or unregistered trademarks of SemitaRx. This Agreement does not grant to you, and you do not obtain, any right or license in or to any of those marks.
- License to Use the Service
SemitaRx authorizes you to use the Service, and the SemitaRx Materials embodied therein, solely for your personal, non-commercial purposes in your capacity as a User. You may not remove any copyright, trademark or other proprietary notices that have been placed in the SemitaRx Materials. Except as expressly permitted by this paragraph, you may not modify, copy, redistribute, republish, upload, post, transmit, or otherwise exploit in any way the Service or the SemitaRx Materials, or any portion thereof, without the prior written permission of SemitaRx. Any recompilation, reverse engineering, reverse compiling, disassembly, translation or reduction of the software in the SemitaRx Materials to human-readable form is prohibited, except to the extent otherwise permitted by applicable local law.
- General Restrictions
You will comply with all applicable laws and with SemitaRx’s published user policies relating to the Service. In connection with your use of the Service, you will not: (a) impersonate any person or entity; (b) forge or manipulate headers to disguise the origin of any communication sent using the Service; (c) damage, impair, interfere with or disrupt the Service or its functionality; or (d) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Service, or which, in SemitaRx sole judgment, exposes SemitaRx, SemitaRx’s affiliated companies, or any officer, director, employee or agent of any of them (collectively, “SemitaRx Related Parties”) to any liability or detriment of any type. You will not submit, upload to, or distribute through the Service any material that: (i) is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense; or, (ii) infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party.
SemitaRx reserves the right to keep records of use of the Service.
- Your Security Obligations
By using the Service, you are making your personal information, in the form of your prescription history and activity, viewable on your mobile phone. In order to protect your privacy, you must comply with the following obligations:
- You must keep your mobile phone and the information on it secure, including by password protecting your phone.
- As a matter of convenience, SemitaRx allows you to store your App username and password on your phone, but for your own security suggests you do not enable this feature.
- Do not share your username or password to the Service with others. You are responsible for all use of the Service through your account.
- If you change your cellular telephone number, you must tell SemitaRx your new number, either through the application or by contacting SemitaRx at (888) 376-6670. Please be aware that if your cellular telephone number is reassigned to a new phone customer, and you have not notified us, messages intended for you may be sent to and seen by someone else. In this case, SemitaRx is not responsible for messages, and the content of these messages, being shared with someone else.
- Do not use the Service with a device that is shared with others, as your health and personal information could be shared with those individuals through the shared device.
- When you opt in to receive healthcare email, push and/or SMS (text) messages you are choosing to send and receive personal health information and other personal information on your mobile device. We encourage you to protect your prescription reminder information carefully and to be aware that others may be able to see your prescriptions on your phone. You are responsible for maintaining the privacy of the messages you receive from us.
We are committed to protecting the privacy of children. The Service is not directed at users under the age of 18. If you are under the age of 18, you are not permitted to register as a User, submit personal health information or other personal information to SemitaRx, or use the Service.
- Proxy Care for Minors and Linking Accounts (As Applicable)
If permitted by SemitaRx, Users of the Service are able to add family member accounts, such as accounts for the prescriptions of the User’s children, and to remove family member accounts through a single log in. The family member signup process is identical to that of any new User. If the primary User wishes to manage accounts that have already been created, the primary User may add those Users to their account.
As permitted by SemitaRx, a parent or guardian User may use the Service to manage prescriptions for a minor until that minor turns 18. The SemitaRx account for a minor is referred to as a “Proxy Account.” When a parent or guardian User registers a minor aged 12 to 17 for a Proxy Account, the Service will notify the parent or guardian User that the minor may have the right, under applicable state law, to consent, and asks the parent or guardian User to obtain consent before registering a Proxy Account for the minor. The parent or guardian User must check a box to confirm that he or she obtained such consent from the minor. Under SemitaRx’s current system, the minor does not give electronic consent to creation of the Proxy Account by using the SemitaRx Service. If a minor would prefer that his or her Proxy Account be treated as private, and the minor’s request is consistent with the laws of the state in which that pharmacy is located, the minor may request that access to his or her Proxy Account, or to a particular prescription associated with his or her account, be restricted as private. In such a case, the minor may do so by emailing email@example.com or by calling (888) 376-6670.
A parent or guardian is solely responsible for providing supervision of the minor’s use of the Service. As a proxy, the parent or guardian assumes full responsibility for ensuring that the registration information is kept secure and that the information submitted is accurate. When the minor turns 18, we are required to remove them from the Service. At that time, the user can re-register with the Service independently.
To link one or more family accounts to yours, you will need to request access to his or her prescriptions through our secure process. This includes verification of your family member’s email address and information from one of his or her prescriptions. You will walk through steps to help verify your identity and then email a request for permission to your family member.
As a proxy, the parent or guardian accepts the terms and conditions of this Agreement on behalf of the minor, as the minor’s proxy for the use of the Service, and the understanding and agreement that the parent’s or guardian’s relationship with SemitaRx for the minor’s managed account is governed by these same terms and conditions as the parent’s or guardian’s own account.
- Special Terms for Location-Based Services
Location-based services are made possible through technology integrated into many mobile devices. Functions of the Service that provide services based on your current location will not function as intended if location-based services are disabled on your device or not available for any other reason.
By using location-based features of the Service and enabling location-based services, you consent to the transmission of information regarding your current location and the use of that information for the purposes of the Service and waive any privacy-based objection to use of your location.
Even when location-based services are enabled on your mobile device, your device may inaccurately identify your location or make other errors. You use maps and location-based services at your own risk. You realize that you will need to use your own judgment in relying on the information on your mobile device.
- Comments and Ideas Submitted to SemitaRx
SemitaRx is pleased to hear from you and welcomes your comments about the Service. In the event that you submit ideas or suggestions for the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of SemitaRx. None of the Service Comments will be subject to any obligation of confidence on the part of SemitaRx, and SemitaRx will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, SemitaRx will be entitled to unrestricted use and other exploitation of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
- Warranty Disclaimers and Limitations of Liability
The Service is a source of information, but it does not provide medical advice nor is it a replacement for the advice of a qualified healthcare professional. The Service is designed to supplement, not replace, the methods you use to obtain medications and fill prescriptions, and you remain at all times solely responsible, in consultation with your healthcare provider, for managing your medications, your prescriptions and your medical conditions. By agreeing to provide the Service to you, SemitaRx is not accepting any responsibility for management of your medications or your relationship with healthcare providers. In no event shall SemitaRx be liable for any damage or injury, including, without limitation, any death, pain or suffering, psychological or bodily injury, that you suffer, or that you cause to any third party, in connection with your use of the Service or any activity you take or fail to take in connection with your use of the Service. You agree to indemnify and hold harmless SemitaRx and SemitaRx Related Parties from and against any and all losses, damages, liabilities, costs and expenses incurred in connection with or arising from your use of the Service.
SemitaRx will not be liable for any delays or failures in your receipt of any SMS message or other electronic communications scheduled to be delivered by the Service, as delivery is subject to effective transmission from your network operator and processing by your mobile device. Electronic communications sent using the Service are sent using standard text and data protocols and any illegal interception or manipulation of data by a third party will not be the responsibility of SemitaRx. SemitaRx is not responsible for any data or SMS charges you may incur from your wireless carrier in connection with the use of the Service, and you shall pay any such charges.
Without limitation of the foregoing, the Service and SemitaRx Materials are provided in “AS IS” condition, and SemitaRx and SemitaRx Related Parties EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICE OR THE SEMITARX MATERIALS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE OR THE SEMITARX MATERIALS, AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE SEMITARX MATERIALS.
No advice or information, whether oral or written, obtained by you from SemitaRx, any of SemitaRx Related Parties or through the Service or SemitaRx Materials will create any warranty not expressly stated herein.
YOU USE THE SERVICE AT YOUR OWN RISK, AND SEMITARX AND SEMITARX RELATED PARTIES ARE NOT LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION. IN THE EVENT THAT THE DISCLAIMER IN THE IMMEDIATELY PRECEDING SENTENCE IS NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES WITH RESPECT TO THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO $1 PER USER.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM SEMITARX OR SEMITARX RELATED PARTIES ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR SEMITARX MATERIALS, EVEN IF SEMITARX OR SEMITARX RELATED PARTIES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Termination and Suspension
SemitaRx may suspend or terminate your right to use the Service at any time for any reason. The Service is also subject to termination in the event that your wireless service terminates or lapses. SemitaRx shall have no liability to you with respect to any termination or suspension. SemitaRx reserves the right to modify the format or features of the Service at any time.
- Applicable Law and Jurisdiction
You and SemitaRx agree that all matters arising from or relating to the use and operation of the Service will be governed by the substantive laws of the State of Delaware without regard to its conflict of laws principles. You are responsible for your compliance with all local laws, and in no event will you use the Service or SemitaRx Materials in violation of U.S. export laws or regulations.
Any disputes between you on the one hand, and SemitaRx and/or SemitaRx Related Parties on the other, arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Service, shall be settled by binding arbitration conducted by the American Arbitration Association pursuant to its Commercial Arbitration Rules and Supplemental Procedures for Consumer Related Disputes, except that any party retains the right to bring a claim in small claims court and retains the right to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, or other intellectual property rights. The arbitration shall be conducted by a single arbitrator in Detroit, Michigan, unless the arbitrator shall determine that such venue is unduly burdensome and that a different venue is more appropriate. The interpretation of this clause and the arbitration proceeding shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitrator shall not have the power or authority to certify a class or preside over a class, mass, representative, or consolidated proceeding without our written consent. You acknowledge and agree that you hereby waive any right to a jury trial or to participate in a class action. This clause shall inure to the benefit of, and may be invoked by, any of SemitaRx’s subsidiaries, affiliates, agents, licensees, employees, contractors, participating pharmacies, or indemnitees. This arbitration clause shall survive any termination of this Agreement.
In accordance with Federal civil rights law SemitaRx programs do not discriminate based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, or military status.
- Miscellaneous Provisions
SemitaRx shall not be liable, or considered in default, under this Agreement for delays or failures of performance caused by circumstances beyond SemitaRx’s reasonable control. No delay or omission by SemitaRx in exercising any rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by SemitaRx of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and SemitaRx regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You may not transfer, sublicense or assign this Agreement, or any rights hereunder, to any third party. You agree that the electronic text of this Agreement constitutes writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.