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AGREEMENT between User (“You”) and MedPharm Services LLC, its affiliates, and subsidiaries (“We” or “MedPharm”).

Please read the following Terms of Use (the “Terms”) carefully and completely before using MedPharm’s applications, websites, pages, features, and other services (“Services”) or any services, content, information, or goods provided through or in connection with the Services provided by or on behalf of MedPharm or one of its subsidiaries or affiliates.

ACCEPTANCE OF TERMS

By clicking or tapping “I agree”, “I accept”, or any other similar button or box with respect to this Agreement or by using the Services at any time, You fully accept the Terms and You expressly agree to be legally bound to them. If You do not want to be legally bound or if You do not agree with the Terms, do not use the Services. ACCESS OR USE OF THE SERVICES IS STRICTLY LIMITED TO THOSE WHO HAVE OBTAINED ACCESS CREDENTIALS (E.G., A USERNAME AND PASSWORD) FROM MEDPHARM OR ITS CLIENTS AND ANY USE OF OR ACCESS TO THE SERVICES OTHER THAN IN ACCORDANCE WITH THESE TERMS IS STRICTLY PROHIBITED.

You understand and agree that We, at our sole and absolute discretion, may modify the Terms in whole or in part at any time and for any reason. You will be notified of such changes the next time you access the Services and you will be prompted to accept them in order to continue using the Services. Such modified terms shall supersede these and shall become binding once accepted. You can review the most current version of the Terms on the home page. We recommend that You check the Terms periodically. In addition to the Terms, when using a particular feature of the Services, You will be subject to any posted guidelines or rules applicable to such feature which may be posted from time to time. All such guidelines or rules are hereby incorporated by this reference into the Terms.

Your submission of information through the Services is governed by our Privacy Policy. Please, read the Privacy Policy carefully. Your use of the Services constitutes the acceptance of our Privacy Policy, which, among other things, explains how We seek to protect the privacy of the personal information that You might provide to us through the Services.

You may not transfer, assign, or sublicense any or all your rights or obligations under this Agreement without obtaining first our express written consent. Any attempted assignment without such consent is void. We may transfer, assign, or sublicense any or all our rights or obligations under this Agreement without restriction and without your previous authorization.

OVERVIEW OF SERVICES

You are provided with access to certain online content and resources through the Services. Any changes in the Services, including the release of new products or services, shall be subject to these Terms unless otherwise stated. You understand and agree that the Services and any information contained therein are provided "AS-IS" and that We assume no liability for the timeliness, correction, deletion, wrongful delivery, or failure to store any information, user communications, or personalization settings.

ACCESS REQUIREMENTS

The use of the Services require that You maintain updated versions of your Intelligent Medical Software, if applicable, and the respective mobile application or portal that You are using. You might be required to purchase a license for each device on which you use the Services.

USER SCREENING

We do not screen users or verify information communicated through the Services. However, We reserve the right to monitor such information. We shall not be responsible for the conduct of such users, including the information posted by them. Contact us to notify any inappropriate or illegal conduct or content You encounter while using the Services.

YOUR REGISTRATION OBLIGATIONS

By using the Services, You agree to be legally bound to these Terms as if You had signed this Agreement and You are solely responsible for the content You enter into the Services. You further agree to (a) provide accurate, true, complete, and current information about yourself as requested by the Services’ registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it accurate, true, complete and current. If You provide any information, or if We have reasonable grounds to suspect that You provided information, that is fraudulent, untrue, inaccurate, not current, or incomplete, We shall have the right, in our sole discretion, to suspend or terminate your account without notice and refuse any and all current and/or future use of the Services, or any portion thereof, including immediate deactivation or deletion of your account and all related information and files in it, and bar You from any further access to such files or the Services. Furthermore, You acknowledge and agree that We shall not be liable to You or any third party for any termination of your access to your account or the Services.

You agree not to violate any law or regulation while using the Services whether intentionally or unintentionally. You agree not to interrupt or attempt to interrupt the operation of the Services in any way. Any conduct by You that, in our sole discretion, interferes, inhibits or restricts the ability of any other user to access and/or use the Services is prohibited. You may not include any content that contains any computer viruses, or any other code designed to disrupt, damage, or limit the functioning of any computer software or hardware.

You are strictly prohibited from communicating on or through the Services any unlawful, abusive, harmful, threatening, offensive, libelous, hateful, vulgar, obscene, harassing, defamatory, profane, sexually explicit, ethnically, racially, 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 suspend or terminate your use of (including any access to) the Services, or parts of it, without notice, if We believe, in our sole discretion, that You are using them in violation of these Terms, our requirements, or any applicable law, or it is harmful to our interests or the interests of another user or any other third party, including without limitation intellectual property rights.

By submitting or including content on the Services, You grant us the right to remove any content or comment that, in our sole discretion, does not comply with these Terms or is otherwise objectionable. You also grant us the right to modify, adapt, and edit any content.

MEMBER ACCOUNT; PASSWORD AND SECURITY

You hold the legal rights and responsibilities to us regarding these Terms and the information posted in the Services by You or any person authorized or not by You. If You create an account on behalf of a healthcare service provider, You acknowledge that you have the authority to do so, that You are binding the healthcare service provider and that such healthcare service provider will be the primary account holder. You may not impersonate any other person or entity while using the Services. The uploading, emailing, or otherwise making available any information contained in the Services to a third party is your sole responsibility. You are solely responsible for the content You enter into the Services and for all uses of your registration, whether or not authorized by You.

You must use a username and a password to protect your personal information while using the Services. However, We do not represent or warrant in any way that the password cannot be broken, and your personal information will not become available to third parties. You agree to immediately notify us of any unauthorized use of your registration or password. Unless otherwise authorized by Us, You agree not to share your member account, username, or password with anyone, including users whose accounts have been terminated by MedPharm. If We discover that You are sharing your account, username, and/or password, with anyone We will immediately terminate your account and You shall not receive a refund for products or services purchased.

You agree that We may, but are not obligated to, take steps to verify your identity and credentials at any time and that We may use and disclose information, including confidential information, about You for such purposes. You agree that We may terminate your access to the Services at any time if we are unable to determine or verify your identity and/or credentials.

HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

You understand and agree that our practices with respect to Protected Health Information are governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and any amendments and regulations promulgated therefrom. You agree to use the Services only as permitted by HIPAA and other applicable data privacy laws.

IMPORT AND EXPORT OF INFORMATION

The Services may allow You to import and/or export information to or from the Services. You represent and warrant that You have all necessary authorization for such data transfers and that such data transfers, and subsequently the use of such information, including Protected Health Information, will comply with HIPAA and other applicable federal and state law.

DATA RETENTION

If applicable, You are solely responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

MEDICAL ADVICE DISCLAIMER

Any health-related content in the Services is for reference only and should not be used to determine treatment for specific medical conditions or as specific instructions for individual patients. It is not a substitute for proper medical advice, diagnosis, or treatment, and is not intended as a guide to self-medication. Using, accessing, and/or browsing the Services and/or providing personal or medical information through the Services does not create a physician-patient relationship between You and MedPharm. Nothing contained in the Services is intended to create a physician-patient relationship, replace the services or be a substitute for the medical advice of a physician or healthcare professional licensed in your state. You should never disregard, avoid or delay obtaining medical advice from a licensed practitioner because of information made available through the Services. The Services 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. You should consult and discuss the information provided with a physician, pharmacist, nurse, or other appropriate licensed healthcare professionals before making any health-related decision. We urge You to check the product information (including package inserts) regarding dosage, precautions, warnings, interactions, and contraindications before administering or using any device, drug, herb, vitamin, or supplement. You hereby agree that You shall not make any health or medical-related decision based in whole or in part on anything contained in the Services.

You understand and agree that neither MedPharm nor its affiliates, suppliers, or vendors are responsible for any claim, loss, or damage directly or indirectly resulting from your use of the Services or the information resources contained on or accessible through the Services.

You acknowledge and agree that MedPharm may preserve information, including confidential information, and may also disclose it if required to do so by law or in good faith believes that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of its employees, its users and the public.

THIRD-PARTY SERVICES

The Services may include certain third-party software and resources. Your use of such software or resources shall be at your own risk and may require that You enter into a separate subscription or licensing agreement with third-party vendors and suppliers. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services.

COMPULSORY INFORMATION DISCLOSURE

You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the Services. You will cooperate fully with us in connection with any such demand.

DISCLAIMER OF ALL WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY RESOURCE PROVIDED BY OR THROUGH THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MEDPHARM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEDPHARM OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. MEDPHARM MAKES NO WARRANTY THAT (I) THE SERVICES WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, EFFICIENT, OR ERROR-FREE; (II), THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF THE SERVICES, ANY PRODUCT, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

The content and information, including health-related information, in the Services may be changed at any time without notice and is not guaranteed to be complete, correct, timely, current, or up-to-date. Although MedPharm reserves the right to correct any errors, omissions, or inaccuracies, to the maximum extent permitted under applicable law, MedPharm undertakes no obligation to update any content and/or information on the Services; provided, however, MedPharm may update, correct or delete the content and/or information at any time without notice in MedPharm’s sole and absolute discretion.

LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, BY USING THE SERVICES YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH SUCH USE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT MEDPHARM SHALL BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, DIRECT OR INDIRECT, CONSEQUENTIAL, PUNITIVE, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES AND/OR THIRD PARTY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF MEDPHARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH CASES SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

You assume all risks associated with dealing with third parties. We shall not be responsible for any disputes or disagreements between You and any third party, including any vendor, with whom You interact while using the Services. Furthermore, We shall also not be responsible for disputes or disagreements between a provider and any patient with or for whom the Services are provided. You agree to resolve disputes directly with the other party.

In no event, MedPharm’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) shall exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

INDEMNIFICATION

You agree to indemnify and hold MedPharm harmless, and its subsidiaries, affiliates, officers, agents, partners, and employees from any and all claims or demands, including reasonable attorney's fees, made by any third party due to, but not limited to, the following: (1) any content posted or made available by You on the Services; (2) any violation of law that occurs by You through the Services; (3) your violation of these Terms; and/or (4) anything You do while using the Services and/or the information contained therein.

RESERVATION OF INTELLECTUAL PROPERTY RIGHTS

Subject to your compliance with these Terms, You are permitted by MedPharm to use the Services in a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, use, and display the Services solely for your personal, non-commercial use. The Services and any content therein, including without limitation designs, text, graphics, images, video, information, logos, button icons, software, audio files, data, source code, and computer codes are protected by United States intellectual property laws. MedPharm hereby reserves any and all intellectual property rights in the Services. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the Services. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part. Without our prior written permission, and except as solely enabled by any link as provided by us, You agree not to display or use in any manner MedPharm’s logos and trademarks. Furthermore, You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the Services. You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringe that third party’s intellectual property rights, We will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

We appreciate hearing from You and welcome your comments regarding the Services. Please be advised, however, that We do not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which We have specifically requested. While We value your feedback on our services, please be specific in your comments and do not submit Creative Ideas. If despite this request, you send us Creative Ideas, We shall:

• Own, exclusively, all now known or later discovered rights to the Creative Ideas;
• Not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
• Be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

LEGAL AGE

The Services are intended for persons of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction). We do not knowingly collect or ask for information from minors and We do not knowingly allow minors to use the Services. By accessing and using the Services and/or If You provide your information to us through the Services, You represent to us that You are of legal age in your state and are fully able and competent to agree and comply with these Terms.

SUSPENSION OR TERMINATION

This Agreement is effective until terminated by either party provided, however, that any provisions relating to confidentiality and intellectual property rights shall survive termination or expiration of this Agreement and will continue in full force and effect. Your rights under this Agreement will terminate automatically if You fail to comply with any of these Terms. If You are dissatisfied with the Services, its content, or any of the terms, conditions, and policies of this Agreement or if You no longer agree to be bound by this Agreement, You must immediately cease your use of the Services. You understand and agree that your sole and exclusive legal remedy, in this case, is to discontinue using the Services.

You agree that We may, in our sole discretion, suspend or terminate your password, account (or any part thereof) or use of the Services, and remove and discard any information within the Services, for any reason. We may also, in our sole discretion, and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Agreement may occur without prior notice, and You acknowledge and agree that We may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, You agree that We shall not be liable to You or any third-party for any termination of your access to the Services.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Services.

SEPARABILITY

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part in any jurisdiction, You and We nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement will remain in full force and effect.

GOVERNING LAW, CONSENT TO JURISDICTION AND LIMITATION ON CLAIMS

This Agreement and your use of the Services, along with the information contained therein, shall be governed by, and construed in accordance with the laws of the Commonwealth of Puerto Rico without regard to conflict of laws that would lead to the Services of any other laws.

You agree to submit to the jurisdiction of the state and federal courts of the Commonwealth of Puerto Rico, located in San Juan and that such courts shall have exclusive jurisdiction, including in personam jurisdiction.

You further agree that any claims or causes of action arising out of or related to this Agreement and the use of the Services, along with the information contained therein, shall be filed within one (1) year after such claim or cause of action arose, otherwise such a claim or cause of action shall be forever barred.

ENTIRE AGREEMENT

You hereby acknowledge that this Agreement represents the entire understanding between You and MedPharm concerning your use of the Services and the information contained therein. These Terms do not modify or supersede any agreement between You and MedPharm that does not substantially concern or relate to your access to and use of the Services, including the terms of any master agreement or license agreement.

WAIVER

The failure of MedPharm to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

NOTIFICATIONS

You agree that We may communicate with You electronically. We may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to You while using the Services. By registering in the Services, You agree that We may send You emails and other communications periodically regarding information specific to MedPharm or other related opportunities We may provide. At any time, You may remove yourself from MedPharm’s mailing list by clicking the opt-out link located at the bottom of each email we send.

GOOGLE TERMS OF USE AND PRIVACY POLICY

The Services includes Google Maps features and content that are subject to the then-current versions of the: (1) Google Terms of Service at https://policies.google.com/terms?hl=en; and (2) Google Privacy Policy at https://www.google.com/policies/privacy/.

QUESTIONS

If You have any suggestions, comments, and/or questions about the Services and/or these Terms, please contact us at 3100 CARR 199 STE 402 San Juan PR 00926; legal@medpharmservices.com or 510-228-4845.

IMSGo Users

The following terms shall apply only to IMSGo Users and are in addition to the aforementioned Terms.

Verification

You agree that We may but are not obligated to, take steps to verify your identity and credentials as a healthcare service provider at any time. You agree that We may use and disclose information, including confidential information, about You for such purposes, including making inquiries to third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose such information to us as We may request for such purposes, and You agree to hold them and us harmless from any claim or liability arising from the request or disclosure of such information. You agree that we may terminate your access to the Services at any time if We are unable at any time to determine or verify your qualifications or credentials.

Individuals' Consent for Data Collection and Use

You represent and warrant that You have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information in the Services or initiating any payment transactions. You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the Services. You will cooperate fully with us in connection with any such demand. You are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

Training and Compliance

You agree to train all authorized users on the use of the Services, HIPAA, or health privacy obligations, and the requirements of these Terms and ensure that they comply with such requirements.

No Third-Party Access

Unless required by law or otherwise authorized herein, You will not permit any third party to have access to the Services using your account. You may allow your trained employees to use the Services on your behalf in compliance with these Terms. You are solely responsible for the use of the Services by anyone. We shall have no liability for the consequences to You or your employees or patients from your or their use of the Services.

Responsibility for Misuse by Other Users of Your Account

You acknowledge that by allowing employees and patients to access the Services with your account, You are responsible for ensuring such individuals use and access the Services for the limited purposes for which they are accessing them. While the Services have certain technical safeguards against misuse, You acknowledge and agree that it will rely to a substantial extent on your responsible use. You agree that We will not be responsible for any unlawful access to or use of the Services by any employee, patient or third party to whom You gave, expressly or otherwise, access or log-in credentials. You agree that You are solely responsible for ensuring that health-related information is properly protected under applicable law.

Patient Information

We may allow You access to electronic data, including financial transactions between You and your patients. We rely on You and third parties for the information We display in the reports, and We are not responsible for their timeliness or accuracy of such information. You agree that our practices with respect to protected health information are governed by HIPAA. You agree to use the Services only as permitted by HIPAA and other applicable data privacy laws.