VIRTUESCRIPTS WEB SERVICES TERMS OF USE

Last Updated: April 17, 2020

This Terms of Use Agreement (“Agreement”) is by and between Virtue Technologies, Inc. and its affiliates (“Company”, “we”, or “us”) and the end user (“User” or “you”). This Agreement sets forth terms and conditions of your use of the Company’s proprietary web portal available at https://portal.virtuescript.com, and any software, features, functionalities, or services offered by Company in connection therewith (collectively, the “Services”).

In consideration of the rights and restrictions contained herein, you agrees as follows:

  1. General

    1. License. Company hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Services, subject to your agreement to, compliance with, and satisfaction of this Agreement. All rights not otherwise expressly granted by this Agreement are reserved by Company. If you do not comply with this Agreement at any time, Company reserves the right to revoke the aforementioned license(s), and limit or restrict your access to the Services, or any part thereof. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any part thereof or any information from the Services except as permitted herein. You may not obscure or remove any proprietary rights or notices contained in or on the Services. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Services, or any part thereof.
    2. Modifications to the Services; Access. Company may discontinue or alter any aspect of the Services, remove content, functionality or applications from the Services or User Accounts, provided that Company shall not materially degrade the functionality or performance of the Services. The Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures, upgrades or repairs which Company may undertake from time to time, or (c) causes beyond the control of Company or which are not foreseeable by Company. Company will use commercially reasonable efforts to remedy a reported issue with the Services.
    3. You agree that Company may, under certain circumstances involving an actual or suspected breach of this Agreement, immediately suspend your access to the Services, User Account, or any part thereof and provide you notice of same. Following a period of suspension of ten (10) business days, Company reserves the right to terminate this Agreement and terminate your access to the Services and any part thereof in the event you fail to cure the breach or prohibited use. Company shall not be liable to you or any third-party for any such termination or suspension. Termination or cancellation of this Agreement shall not affect any right or relief to which Company may be entitled at law or in equity.
    4. Intellectual Property Ownership. Except for third party content included in the Services, Company has and shall have exclusive title to and ownership of all of its products, including the Services and of all of its sub-parts and components, and of all updates, modifications, alterations, customizations, derivative works, revisions or enhancements thereof, and of all software, source code, and trade secrets, and proprietary research, equations, screens, techniques, methodology, analysis, programming or know-how thereof. Any ideas or requests for terms submitted to Company for inclusion in the Services shall be considered part of a derivative work of the Services and shall be owned by Company with all rights assigned by User to Company. User shall not be charged for such regular inclusion of added terms.
    5. Electronic Communications. When you provide your email address in connection with creation of a User Account or in connection with the Services, you may consent to receive marketing and non-marketing email communications from Company, including but not limited to newsletters, product updates, Services-related information, updates to the Services, and other offers and information from Company. Company also may contact you by email to respond to any customer service or other inquiries you submit. By communicating with Company via email or other electronic message, you consent to Company’s review and analysis of your email or electronic messages and to receive return communications, if any, from Company electronically.

  2. Your Use of the Services

    1. Prohibited Uses. You are solely responsible for any and all acts and omissions that occur in connection your unacceptable use of the Services or any part thereof, which includes, without limitation: (a) use of the Services, or any part thereof, to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, tortious, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, threatening, malicious, embarrassing, hateful or racially, ethnically or otherwise objectionable; (b) use of the Services, or any part thereof, to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Services, or any part thereof, to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Services, to restricted parts of the Services, to Content, or any other computer network or equipment; (d) use of the Services or any part thereof, to post, store or disseminate any type of computer viruses, trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Services, or any part thereof, to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Services (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from any part of the Services); (g) use of the Services, or any part thereof, to gain competitive intelligence about Company, the Services, or any product offered via the Services or to otherwise compete with Company or its affiliates; use the information in any part of the Services to create or sell a similar product or information; (h) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; (i) use anything intended to damage or interfere with the proper functioning of the Services and the systems to which it connects or do anything that interferes with any other person’s use of any part of the Services; framing or otherwise simulating the appearance or functions of the Services or any part thereof; (j) attempt to copy, change, disassemble, reverse engineer, decrypt, frame or translate the Services or otherwise attempt to learn the source code, structure, or ideas upon which any part of the Services is based; or attempt to copy, change, delete or alter any content; (k) use of the Services, or any part thereof, to engage in any activity that, as determined by Company, may intentionally or unintentionally violate this Agreement, violate any applicable laws or regulations or conflict with the spirit or intent of this Agreement. You agree to defend, indemnify and hold harmless Company, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with any claim brought by a third party against Company arising out of your use of the Services, or any part thereof, including any breach of your obligations under this Section 2(a).
    2. User Accounts. For certain aspects of the Services, you may be asked to register an account (the “User Account”) and asked to submit certain information, including your personally identifiable information. When you create an account with us, you guarantee that you have the right and authority to use the Services in connection with your work-related purposes, and that any and all information you provide to Company is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your User Account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Company in the event your registration information changes, or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. Company may refuse to register a User Account for you or grant a particular username to you for any reason, including, without limitation, in the event Company determines that User Account information submitted by you or the username requested by you impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.
    3. User Representations. You hereby represent and warrant to Company that (a) you are authorized on behalf of your employer to enter into and perform your obligations under this Agreement; (b) all information provided by you to Company is truthful, accurate, current, and complete; (c) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Services, a User Account, content or any part thereof; (d) you have provided and will maintain accurate, current, and complete registration/account information with Company, including, without limitation, your legal name, email address and any other information Company may reasonably require; (e) your access to and use of the Services, a User Account, content or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (f) you will immediately notify Company in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; (g) you will not use the Services, any User Account, or content in order to gain competitive intelligence about Company, the Services, any User Account or any product offered via the Services or to otherwise compete with Company or its affiliates, and (h) you are authorized to electronically sign all forms where such signature is requested and by signing you further represent that you are the individual identified within such applicable form.
    4. Products. Please note that references to or descriptions or images of products (or related coupons or discounts) (the “Products”) on the Services should not be interpreted as endorsements of such Products by Company or any third parties. We seek to undertake reasonable efforts to accurately display the attributes of any Products, including the applicable colors, however the actual colors that you see will depend on your device, and we cannot guarantee that your device will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, and federal laws (including minimum age requirements) regarding the possession, use and sale of any Products.

  3. Privacy

    1. Your Privacy. Company collects, stores, and uses data collected from you in accordance with Company’s Privacy Policy, located at https://Services.virtuescript.com/#/privacy. No information system can perfectly guard against the risks of intentional intrusion or inadvertent disclosure of information sent to us. When you use the Services, information transmitted over the Internet is beyond our control. You agree not to disclose information of other users that you may obtain through your use of the Services to third parties, or use the information for any purposes without the other user’s consent. You agree to only use another user’s information in connection with the Services.
    2. Links/Other Resources. As a service to our users, the Company may provide links to external websites, web portals, or other online platforms or resources on the Internet, or information about other resources (collectively, “Third Party Resources”) that may be of interest to you. However, because Company has no control over such Third Party Resources, you acknowledge and agree that Company is not responsible for the availability of such Third Party Resources, and Company does not endorse and is not responsible or liable for any content, advertising, services, products or other materials on or available from such Third Party Resources, or for any privacy or other practices of the third parties operating such Third Party Resources, and the presentation of third-party links or content by Company is not intended to be an endorsement, sponsorship or recommendation by Company. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any Third Party Resources. Company strongly encourages you to review any separate terms of use and privacy policies governing use of these third party websites and resources. Please be aware that when you exit the Services, you are subject to the policies of the new platform(s) you visit.

  4. Warranties and Disclaimers.

    1. Functionality Warranty. Company represents and warrants that the features, functionality, and performance of the Services shall conform to the documentation, specifications, and technical information (collectively, “Documentation”) provided as part of the installation and implementation. In the event the Company breaches this warranty, your sole and exclusive remedy is for Company to correct the defect in accordance with the terms of its service requirements such that the Services materially conform to the Documentation.
    2. Authority to License. Company represents and warrants that it owns and has the right to provide all rights and licenses to the Services under this Agreement.
    3. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES CONTAINED HEREIN, USER AGREES THAT THE Services ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY AND NO INFRINGEMENT OR WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE ARE EXCLUDED BY COMPANY. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS.
    4. Assumption of Risk. AS BETWEEN THE USER AND COMPANY, THE USER HEREBY ASSUMES FULL RESPONSIBILITY FOR: (A) ITS USE OF THE SERVICES; AND (B) ENSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE PRODUCT INFORMATION IN VIEW OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICATIONS. COMPANY SHALL NOT BE RESPONSIBLE AND HAS NO LIABILITY TO ANY PERSON FOR: (X) ANY ERRORS, MISSTATEMENTS, INACCURACIES OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE SERVICES; (Y) ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY; OR (Z) ANY DATA OR INFORMATION INPUT INTO THE SERVICES BY THE USER. ADDITIONALLY, COMPANY UNDERTAKES NO OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE SERVICES. THE SERVICES HAVE BEEN DESIGNED FOR USE IN THE UNITED STATES ONLY. COMPANY DOES NOT PROVIDE INFORMATION FOR PRODUCTS NOT AVAILABLE FOR SALE IN THE UNITED STATES. PRACTICE PATTERNS OUTSIDE THE UNITED STATES MAY DIFFER SUBSTANTIALLY FROM INFORMATION SUPPLIED BY THE SERVICES. USES OF THE SERVICES OUTSIDE THE UNITED STATES MAY NOT BE APPROPRIATE.

  5. Indemnification and Limitations.

    1. Indemnification by User. User agrees to indemnify, defend, and hold Company harmless from third party any claims, costs, liabilities, judgments, attorneys’ fees, settlements, or penalties arising out of or relating to: (a) the User’s use of the Services; (b) any data or information input into the Service by User; (c) User’s negligence or intentional misconduct; and (d) any breach of this Agreement by User provided Company shall provide User with prompt notice of any such claim so that User’s indemnification duties under this subsection are not materially adversely affected.
    2. Indemnification by Company. Company agrees to indemnify, defend, and hold User harmless against third party claims, costs, liabilities, judgments, attorneys’ fees, settlements, and penalties brought against User arising out of, related to, any allegation that the Services infringe on a United States patent, trademark or copyright of a third party (collectively “Indemnified Claims”); provided User promptly, notifies Company in writing of such Indemnified Claims. Company shall have sole control of the defense of any Indemnified Claims, including appeals, negotiations, and any settlement or compromise thereof; provided User will have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations. Company shall have no indemnification obligation to User to the extent that an Indemnified Claims arise out of: (i) User’s violation of this Agreement; (ii) information incorporated into the Services by User or the reseller of these Services; (iii) a modification or addition to the Services made by User or reseller of these Services; or (iv) the use of the Services in combination with any program or equipment or any part thereof not furnished or approved by Company.
    3. Limitation of Liability. EXCEPT FOR USER OBLIGATIONS UNDER SECTION 2 AND SECTION 5(a), in no event shall User be liable to any person for any CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES. EXCEPT FOR User’S OBLIGATIONS UNDER SECTION 2 AND SECTION 5(a), User’s total liabilities arising out of or related to this Agreement are limited to the fees actually received by COMPANY from the reseller of these services for User’s use. EXCEPT FOR COMPANY’S OBLIGATIONS UNDER SECTION 5(b), in no event shall COMPANY be liable to any person including, but not limited to USER OR ANY THIRD PARTIES for any CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES. EXCEPT FOR COMPANY’S OBLIGATIONS UNDER SECTION 5(b), COMPANY’s total liabilities arising out of or related to THIS AGREEMENT are limited to the fees ACTUALLY received by COMPANY from the RESELLER OF THE SERVICES for USER’S use. NOTWITHSTANDING THE FOREGOING, COMPANY’S TOTAL LIABILTIES ARISING OUT OF ANY BUSINESS ASSOCIATES AGREEMENT RELATED TO THIS AGREEMENT SHALL BE LIMITED TO $1,000,000.

  6. Telephone, Text, and Fax Policy

    1. By providing your residential or wireless phone and/or fax number(s) to Company, you expressly consent to receive marketing and non-marketing live, autodialed and/or prerecorded calls, text messages, and faxes (including fax advertisements) from or on behalf of Company 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 800-345-5308 or faxing your opt-out request 615-278-1929. You may also send an opt-out request via email to [email protected] with the phone and/or fax number you wish to opt-out. Company is not liable for any fees you may incur in connection with your consent to receive communications via telephone or fax numbers. Your wireless carrier’s standard message and data rates will apply.
    2. Company or one or more of its related companies or affiliates offers access to marketing and non-marketing messages in connection with the Services and/or the Services via recurring SMS (Short Message Service) and MMS (Multimedia Message Service) text alerts. Enrollment in text alerts requires you to provide a mobile phone number with an area code within the 50 United States or the District of Columbia. By enrolling to receive Company text alerts, you agree to these terms and conditions, which become effective upon your enrollment. You may be asked to verify your mobile phone number before the SMS or MMS text alerts sent by Company will start. This requires responding to a text alert sent to your mobile phone confirming your enrollment in SMS or MMS text alerts sent by Company.
    3. You acknowledge that text alerts will be sent to the mobile phone number you provide to Company. Such alerts may include limited personal information about your prescriptions and/or other orders placed by you via this Services, and whoever has access to the mobile phone or carrier account you provide for purposes of receiving text messages will also be able to see this information. Once you enroll, the frequency of text alerts we send to you will vary. You will typically receive text alerts when we have information for you about your prescriptions and/or orders placed by you via this Services. Company will not be financially responsible to you or any third party for charges you may incur in connection with opting to receive text alerts. Company does not impose a separate charge for text alerts; however, your mobile carrier’s message and data rates may apply depending on the terms and conditions of your mobile phone contract. You are solely responsible for all message and data charges that you incur. Please contact your mobile service provider about such charges. The following carriers are currently supported: AT&T, Verizon, and Sprint, and others may be added from time to time. You may opt out of receiving text alerts from Company at any time. To stop receiving text alerts, text STOP to 615-600-4709. Texting STOP to 615-600-4709 will opt you out of receiving any and all future text messages from Company. After you submit a request to unsubscribe, you will receive one final text alert from Company confirming that you will no longer receive text alerts. No additional text alerts will be sent unless you re-activate your enrollment. For questions about text alerts, text the word Help to 615-600-4709 or contact Company at 800-345-5308. If you have a user account, you also can change your text alert preferences by “Signing in and go to your User Account main page. Click on the On/Off button in the Messages section to change your preferences.”
    4. The Company text alert programs are offered on an “as is” basis and: (1) may not be available in all areas at all times; and (2) may not continue to work in the event of product, software, coverage or other service changes made by your wireless carrier. Company may change or discontinue any of its text alert programs without notice or liability to you.
    5. COMPANY AND ITS RELATED COMPANIES OR AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES ARE NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY LOSSES OR INJURIES OF ANY KIND RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY COMPANY TEXT ALERT PROGRAM OR FROM TECHNICAL FAILURES OR DELAYS OF ANY KIND. COMPANY RESERVES THE RIGHT TO CEASE DELIVERY OF TEXT ALERTS TO ANY PERSON AT ANY TIME AND IN ITS SOLE DISCRETION.

  7. Miscellaneous.

    1. User will hold the terms of this Agreement confidential. User will ensure that anyone with authorized access to the Services under a User Account will comply with the provisions of this Agreement. If any provision of this Agreement is determined to be unenforceable, the rest of this Agreement will remain in full force. Headings in this Agreement are for convenience only and are not part of this Agreement. The delay or failure to assert a right herein or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a subsequent failure to perform any term or condition. User may not assign any of the rights herein without prior written approval from Company. This Agreement is the entire agreement between User and Company as to the subject matter.
    2. All inquiries may be directed to Company at [email protected] or by calling 800-345-5308.