Referral App Terms & Conditions

Last modified: January 2019

Introduction

Exact Care Pharmacy, LLC (“Company”, “us” or “we”) operates the Patient Referral App (the “App”), which you, as a provider of health care services to one or more patient(s) and as an authorized App user (“you” or “App User”), are permitted to use strictly subject to these App Terms & Conditions (“App Terms”), along with our Website Terms of Use [include hyperlink to Terms of Use] and Privacy Statement [include hyperlink to Privacy Statement]. These App Terms comprise part of the agreement between you and Company with respect to the App and your use thereof. In the event of any differences or conflicts between the provisions of either the Website Terms of Use or Privacy Statement, on the one hand, and these App Terms, on the other, the provisions of these App Terms shall control.

Beta Release  

Until further notice, the App is being made available as a ‘beta’ release only and you acknowledge and agree that the App and your access thereto may be subject to certain delays, interruptions, modifications and/or errors, and that the authorization granted by us to you to use the App is temporary, non-transferable and subject to immediate suspension or termination, at our sole discretion. Because the App is being made available as a beta release only at this time, you acknowledge and agree that we may, from time to time, communicate with you to request your comments, feedback and suggestions to improve the App (“Suggestions”), and you hereby convey and assign to us all right, title and interest, including all proprietary rights, if any, in and to all such Suggestions.

Information

As an App User, you may provide certain information through the App, and we may collect certain information in connection with your use of the App and related applications and services (for example, traffic or usage data) which you hereby authorize us to store, copy, modify, distribute (including to third parties) and use in connection with our provision of the App and related applications and services and to develop new applications and services.

While information provided to you through the App is intended to be accurate, if applicable, in the event of any material difference between information provided through the App regarding any of patient medications and that on the label of the bottle or package of such medication that we delivered to the patient, the latter should be considered authoritative. Please contact us immediately in such event.

Changes to App, App Terms

We may revise and update the App, software supporting the App and these App Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the App thereafter. Your continued use of the App following the posting of revised App Terms means that you accept and agree to the changes. You should check this page from time to time so you are aware of any changes, as they are binding on you.

Access to Patient Information

In order to become a registered App User and to access and/or disclose the personal Protected Health Information (“PHI”) for your patient(s) in and/or to the App, you will be required to register with the App by submitting and verifying your requested identifying information. Once permitted by us to access the App and to disclose and/or access the PHI of your patient(s), you must for authentication purposes use your provider account and password and follow our security policies, which may be updated and changed from time to time.

As an App User, you hereby agree that the use of the App by you, any member of your workforce, and/or any of your providers shall be consistent with and in compliance with the Health Insurance Portability and Accountability Act of 1996, all regulations and standards promulgated thereunder, the Health Information Technology for Economic and Clinical Health Act, and all implementing regulations (collectively, “HIPAA”), the ExactCare Pharmacy HIPAA NOTICE OF PRIVACY PRACTICES (“HIPAA Notice”), which is available here: https://www.exactcarepharmacy.com/hipaa/, any other applicable laws and regulations, and our privacy policies and procedures. For the avoidance of doubt and/or in the event of any conflict between these App Terms and Conditions and HIPAA, the HIPAA Notice, any other laws and regulations, and our privacy policies and procedures, your disclosure of and access to and use of PHI in and/or to the App will be governed by HIPAA, the HIPAA Notice, other applicable laws and regulations, and our privacy policies and procedures and, except as expressly provided, not these App Terms.

As an App User, you, and your workforce and providers, as a Covered Entity under HIPAA, consistent with HIPAA’s requirements, will have the ability to disclose, access and review certain health information that is considered PHI under HIPAA for your patients who you are treating (and only for your patients who are you treating). You hereby represent and warrant and agree that your disclosure to, access to, use of, and disclosure of your patients’ PHI contained in the App will solely be for purposes of providing, coordinating, and/or managing the care of your patients and that you will not access or attempt to access PHI for any patients not in your care. You further agree that your use and disclosure of your patients’ PHI from and/or to the App will be the minimum necessary for treatment purposes and that any use and disclosure of PHI will be as set out in HIPAA, our HIPAA Notice, other applicable laws and regulations, and in our privacy policies and procedures.

You are responsible for ensuring that your workforce members and/or providers who access the App are authorized to do so and are only accessing (or attempting to access), using, and disclosing your patients’ PHI and no other PHI. You are further responsible for ensuring that your workforce members and/or providers are only accessing, using, or disclosing your patients’ PHI for treatment purposes. Your use and/or disclosure of your patients’ PHI to any third party is undertaken at your own discretion and risk. You hereby agree to indemnify us for and hold us harmless from any liability, claim, action loss, cost, damage, expense, or fee arising out of or attributable to the unauthorized access, use, or disclosure of any PHI in the App by you and/or your workforce, providers, contractors, or agents (regardless of whether such access, use, or disclosure would constitute a breach or security incident under HIPAA).

In the event a patient’s PHI includes information relating to a patient’s HIV test results or diagnosis of AIDS or an AIDS-related condition, please be aware that this information has been disclosed to you from confidential records protected from disclosure by state law. You and your workforce members and/or providers shall make no further disclosure of this information without the specific, written, and informed release of the individual to whom it pertains, or as otherwise permitted by state law. A general authorization for the release of medical or other information is not sufficient for the purpose of the release of HIV test results or diagnoses.

Third Party Service Providers

In providing the App, we may interact, communicate and share information with and rely on certain third parties that provide services in connection with and facilitating your use of the App. You acknowledge and agree that we have no liability or responsibility for information or services provided by or information that you provide to such third parties. To the extent that any of your confidential information is disclosed by us to any authorized third-party providers, they will be bound to protect same by the terms of a confidentiality agreement.

Warranties and Disclaimers

By registering as an App User and using the App, you represent and warrant that you are a provider of health care treatment services to one or more patients and are at least eighteen (18) years of age and a resident of the United States and that all information you provide will be true, correct and complete.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP IS FOR YOUR CONVENIENCE AND AT YOUR OWN RISK. THE APP, ITS CONTENT AND ANY INFORMATION, SERVICES OR MATERIALS ACCESSED OR OBTAINED THROUGH THE APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APP. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APP, ITS CONTENT OR ANY INFORMATION, SERVICES OR MATERIALS ACCESSED OR OBTAINED THROUGH THE APP WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT PURPORTED DEFECTS WILL BE CORRECTED, THAT THE APP OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE APP OR ANY INFORMATION, SERVICES OR MATERIALS ACCESSED OR OBTAINED THROUGH THE APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE, THE COMPANY, HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS 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 APP, ANY WEBSITES LINKED TO IT, OR ANY SERVICES, CONTENT OR MATERIALS ACCESSED OR OBTAINED ON OR THROUGH THE APP OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO FOR 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 OR LOSS OF DATA AND WHETHER SOUNDING IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER THEORY OF LIABILITY, EVEN IF SUCH LOSS OR DAMAGE IS FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.