1. Legal Agreement. These Terms of Use (“Terms”) constitute a legal agreement between you, as a User (defined below), and PlaidRx, LLC. (“PlaidRx,” “our,” “us,” “we,” or similar terms, and in all cases including our current or future subsidiaries). These Terms govern the access or use of any PlaidRx websites, platforms, databases, services, and applications, whether owned or operated by us or on our behalf by a third party (“Online Services”). By accessing or using the Online Services, you agree to these Terms and affirm that you are of legal age to form a binding contract.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 PlaidRx.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 acknowledgment 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 PlaidRx and may be canceled 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 PlaidRx 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 PlaidRx.
4. PlaidRx 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 PlaidRx; 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 PlaidRx, including, without limitation: confidential or proprietary information relating to the business of PlaidRx 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 PlaidRx 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 PlaidRx. You further agree to not 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 servers, 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 non-infringement or the implied warranties of merchantability or fitness for a particular purpose. PlaidRx 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, PlaidRx 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.We acknowledge that some states prohibit a terms of use from having a “no-warranties” provision. Although these Terms make no warranty, if your state prohibits this type of limitation, this paragraph is inapplicable to you.
7. Intellectual Property Rights. Unless otherwise explicitly stated, the Online Services, including but not limited to the entire contents and design of the Online Services, as well as the underlying code and software, are safeguarded by U.S. and international intellectual property laws. All rights related to copyright, trademark, patent, and trade secret are either owned by PlaidRx, licensed to PlaidRx, or used with proper authorization. We grant you a limited, non-exclusive, non-transferable license to access and use the information, documents, text, images, software, and other content on the website (collectively referred to as the “Content”) solely in accordance with these Terms. Subject to these Terms, you may view and download the Content exclusively for your legitimate business purposes. Without prior written consent from us, you are not permitted to copy, republish, upload, post, display, transmit, or frame any Content. We reserve the right to terminate this license at any time and for any reason. If you breach any of these Terms, your license will terminate immediately, automatically, and without notice. Upon termination of this license, you must discontinue the use of the Online Services, including all Content, and either return or destroy all copies, including electronic copies, of Content within your possession or control. The names, logos, and any related names, logos, product and service names, designs, and slogans belonging to PlaidRx or its affiliates are trademarks. Usage of these marks requires prior written permission from PlaidRx. All other names, logos, product and service names, designs, and slogans on this website belong to their respective owners and are also protected trademarks. If you send or transmit communications or materials to PlaidRx via mail, email, telephone, or any other means, providing suggestions or recommendations for changes to the website, such as new features or functionality, or any comments, questions, suggestions, or similar feedback (“Feedback”), we retain the right to utilize such Feedback. By doing so, you assign all rights, titles, and interests in the Feedback to us, and we can use it without any obligation for attribution or compensation to any party, for any purpose, even though we are not obligated to use any feedback. If you genuinely believe that content on the website infringes upon a copyright you own, you (or your agent) may submit a notice requesting the removal of the material or blocking of access. Notices should be directed to PlaidRx, Inc., ATTN: Legal Department, 13344 Beach Ave. Marina Del Rey, CA 90292, or sent to info@plaidrx.com. The notice should include: (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, daytime telephone number, and an email address if available; (d) a statement affirming your 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 asserting the accuracy of the information in the notification, and under penalty of perjury, affirming 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.
8. Links. While visiting the Online Services, you may be directed to external, non-PlaidRx online websites, mobile websites, platforms, services, and applications, thereby leaving our Online Services. We neither endorse nor bear responsibility for the content, accuracy, or accessibility of the content of such online services operated by third parties. Your dealings with these third parties are solely your responsibility, and you should review any applicable terms of use and privacy policies provided by such third parties.
9. Uploads. Some parts of the Online Services may allow you to upload files or other information. We have no obligation to review any uploads, but we may review and remove any that we, at our sole discretion, deem illegal, harmful, a violation of these Terms, or otherwise inappropriate or erroneous. You acknowledge that PlaidRx is not liable for the accuracy of information or items uploaded by you, 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 submit information to the Online Services, you grant 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, including but not limited to HIPAA in the case of protected health information. This license serves the purpose of operating, promoting, and improving the Online Services and our business. This license remains in effect even if you cease using the Online Services and these Terms are terminated. In addition to the restrictions and limitations described in Section 4 (“Limitations on Use”), when using the Online Services, you acknowledge and agree to the following: (a) you shall not upload any material that violates any law or regulation, or is otherwise false, obscene, indecent, lewd, offensive, violent, harassing, or discriminatory; (b) you have ownership or the necessary rights to upload such information; and (c) you shall not post personal or private information of anyone other than yourself unless explicitly authorized to act on such person’s behalf, or in the case of protected health information, unless you possess the appropriate authorization under HIPAA or a relevant agreement.
10. PlaidRx 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 supplied 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) 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 States 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. PlaidRx reserves the right to terminate, cancel, modify, 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. Similarly, you have the right to discontinue using the Online Services at any time.
13. Indemnification. To the maximum extent permitted by applicable law, you hereby agree to indemnify, defend, and hold PlaidRx, its affiliates, employees, agents, officers, or directors (referred to as the “PlaidRx 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, any content contained therein, any information uploaded by you, your connection to the Online Services, your violation of these Terms, or your infringement of any rights of another.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DAMAGES OF ANY NATURE, UNDER ANY LEGAL THEORY, ARISING FROM OR IN CONNECTION WITH YOUR UTILIZATION OR INABILITY TO UTILIZE THE ONLINE SERVICES, ANY LINKED WEBSITES, THE CONTENT ON THE ONLINE SERVICES, OR OTHER SUCH WEBSITES. THIS INCLUDES DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, BUSINESS DISRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, REGARDLESS OF WHETHER SUCH DAMAGES RESULT FROM NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER LEGAL CAUSE, EVEN IF SUCH DAMAGES WERE FORESEEABLE. THIS LIMITATION DOES NOT IMPACT ANY LIABILITY THAT CANNOT BE EXCLUDED OR RESTRICTED UNDER APPLICABLE LAW.
15. Jurisdiction and Venue. ALL DISPUTES AND CLAIMS RELATING TO THE ONLINE SERVICES AND THESE TERMS, WHETHER CONTRACTUAL OR NON-CONTRACTUAL, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA. THIS SHALL APPLY WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISIONS. ANY LEGAL ACTION, LAWSUIT, OR LEGAL PROCEEDING ARISING FROM OR RELATED TO THESE TERMS OR THE ONLINE SERVICES SHALL BE INITIATED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN THE STATE OF CALIFORNIA OR THE STATE COURTS OF CALIFORNIA SITUATED IN CALIFORNIA COUNTY, CALIFORNIA. NOTWITHSTANDING THE ABOVE, WE RETAIN THE RIGHT TO PURSUE TEMPORARY OR PERMANENT INJUNCTIVE OR OTHER NON-MONETARY EQUITABLE REMEDIES IN ANY COURT HAVING COMPETENT JURISDICTION TO SAFEGUARD OUR INTELLECTUAL PROPERTY OR OTHER CONFIDENTIAL INFORMATION. YOU WAIVE ANY OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.
16. Severability. IF ANY OF THE PROVISIONS WITHIN THESE TERMS ARE DETERMINED TO BE UNENFORCEABLE OR OVERLY BROAD BY A COURT OR OTHER COMPETENT TRIBUNAL, SUCH PROVISIONS SHALL BE RESTRICTED OR REMOVED TO THE MINIMUM EXTENT REQUIRED TO PRESERVE THE REMAINING PORTIONS OF THESE TERMS AND ENSURE THEY MAINTAIN THEIR FULL EFFECT.
17. Survival. ALL SECTIONS OF THESE TERMS THAT, BY THEIR NATURE, ARE INTENDED TO CONTINUE AFTER THE EXPIRATION OR TERMINATION OF THESE TERMS SHALL REMAIN IN FORCE.
18. No Waiver. NO WAIVER OF ANY OF THESE TERMS SHALL BE DEEMED A FURTHER OR ONGOING WAIVER OF THAT PARTICULAR TERM OR CONDITION, OR OF ANY OTHER TERM OR CONDITION WITHIN THESE TERMS.
19. Contact Information. YOU MAY REACH US HERE. YOU AGREE THAT WE MAY DELIVER ALL NOTICES TO YOU VIA EMAIL, TELEPHONE, OR ANY OTHER REASONABLE METHOD.
20. Updates. WE RESERVE THE RIGHT TO ALTER, MODIFY, AND AMEND THESE TERMS AT ANY TIME. YOUR CONTINUED USE OF THE ONLINE SERVICES AFTER ANY UPDATES TO THESE TERMS SHALL SIGNIFY YOUR ACCEPTANCE OF THE MODIFICATIONS. IT IS RECOMMENDED THAT YOU PERIODICALLY REVIEW THESE TERMS OF USE TO STAY INFORMED ABOUT ANY CHANGES, ADJUSTMENTS, AND UPDATES, WHICH WILL BE POSTED ON THIS PAGE OR A SIMILAR PAGE ON OUR WEBSITE.
21. Electronic Acknowledgment. YOUR AFFIRMATIVE ACTION OF UTILIZING THE ONLINE SERVICES AND/OR REGISTERING AN ACCOUNT SERVES AS YOUR ELECTRONIC SIGNATURE TO THESE TERMS AND YOUR AGREEMENT TO ENGAGE IN THIS AGREEMENT ELECTRONICALLY. YOU HAVE THE OPTION TO PRINT AND PRESERVE A COPY OF THESE TERMS FOR YOUR RECORDS.
22. Messaging Terms & Conditions. When you opt-in to the service, we will send you a message to confirm your signup. By opting into messages, you agree to receive recurring automated marketing and informational text messages from PlaidRx for PlaidRx. Automated messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided when signing up or any other number that you designate. Message frequency varies, and additional mobile messages may be sent periodically based on your interaction with PlaidRx. PlaidRx reserves the right to alter the frequency of messages sent at any time to increase or decrease the total number of sent messages. PlaidRx also reserves the right to change the short code or phone number where messages are sent. Message and data rates may apply. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Your wireless provider is not liable for delayed or undelivered messages. Your consent to receive marketing messages is not a condition of purchase.**Carriers**: Carriers are not liable for delayed or undelivered messages.**Cancellation**: You can cancel any time by texting "STOP". After you send the SMS message "STOP", we will send you a message to confirm that you have been unsubscribed and no more messages will be sent. If you would like to receive messages from PlaidRx again, just sign up as you did the first time and PlaidRx will start sending messages to you again.**Info**: Text "HELP" at any time and we will respond with instructions on how to unsubscribe.
For support regarding our services, email us at support@plaidrx.com.**Transfer of Number**: You agree that before changing your mobile number or transferring your mobile number to another individual, you will either reply “STOP” from the original number or notify us of your old number at support@plaidrx.com. The duty to inform us based on the above events is a condition of using this service to receive messages.**Privacy**:
If you have any questions about your data or our privacy practices, please visit our [Privacy Policy].**Messaging Terms Changes**: We reserve the right to change or terminate our messaging program at any time. We also reserve the right to update these Messaging Terms at any time. Such changes will be effective immediately upon posting. Your continued enrollment following such changes shall constitute your acceptance of such changes.
**Effective Date**: March 18, 2023
**Last Revised**: July 18, 2024
