TERMS OF USE

These Terms of Use were last revised June 2018.


Description.  Subject to your acceptance and agreement to these Terms of Use (the “Terms of Use”), Aptus Health, Inc., and its subsidiaries, (“Aptus Health” or the “Company”) will provide you with access to Sample Center drug samples and related services (collectively, the “Services”) via its Sample Center website (the “Platform”). The Services may be accessed by providing Aptus Health with the username and password initially sent to you by Aptus Health, or one of its authorized agents and such usernames and passwords as either Aptus Health, or an agent authorized by Aptus Health, may create after your initial login (collectively, the “Log-in ID”).

Availability.  Availability of the Services will be subject to scheduled and unscheduled maintenance, downtime due to systems or communications failures, and capacity constraints. Aptus Health may, at any time, modify, or discontinue any aspect or component of the Services by posting prior notice on the Platform.

Subject to the Terms of Use contained herein, Company hereby grants you a limited, non-exclusive, non-transferable right to access and use the Services and to download, print, use and distribute prescription drug vouchers and samples (collectively, the “Materials”) solely for purposes of providing patient prescriptions for drug samples and solely pursuant to these Terms of Use and Title 21 U.S.C., 21 C.F.R, other applicable law, and any policies or rules established by the Company. The rights granted to you are personal, and any attempt to share, rent, lease, sell, transfer, assign, or sublicense any, or all of these rights by you to any other party will be null and void. Company reserves the right to change, suspend, or discontinue all or part of the Services, temporarily or permanently, with or without prior notice.

Use of the Services.  You may not use the Services on behalf of multiple individuals or entities or any individual or entity other than yourself and you may not use them other than as contemplated by Section 2 of these Terms of Use. You may not modify, translate, or create derivative works based on the Services, or permit other individuals to do so.

Use of the Materials.  You may not use the Services or distribute Materials or your Log-in ID to any third parties other than in accordance with the terms of these Terms of Use. You may not attempt, or allow others to attempt, to disassemble, decompile, “unlock,” reverse translate, or in any manner decode, customize, or modify any software or code related to the Platform or the Services for any reason.

Access.  You are responsible for providing all hardware, system software, access devices, networks and telecommunications or other connections required for access to the Platform, for paying all connection and/or other costs (including costs of data transmission) associated with such access, and for all costs you incur in using the Services.

Security.  Aptus Health uses industry standard means to secure its server and its communications with you. You acknowledge that Aptus Health and its co-branded partner(s), as applicable, cannot guarantee security over the Internet. It is your responsibility to take appropriate precautions to protect and preserve your computers and data.

Electronic Signature.  You understand that the Log-in ID and password you create will be used as your electronic signature in this system and the Platform, and you certify that you intend this electronic signature to be the legally binding equivalent of your handwritten signature.

Compliance.  Federal law regulates the distribution of prescription drug samples and the use of electronic systems to request samples. Under federal law, samples may be distributed only in response to a request from a practitioner who is authorized to prescribe the drug, and that request (electronic or paper) must be signed by the practitioner and not anyone on his or her behalf. Additionally, any system or electronic records or signatures must include security controls. Accordingly, to protect patient safety, maintain prudent business practices, and avoid violations of federal law, you must keep your Log-in ID and password confidential to prevent any unauthorized use of the Platform. You further agree that your use of the Platform and the Services will comply with all applicable laws and regulations, including, without limitation, United States and international copyright laws, the United States Export Administration Act, Title 21 U.S.C. and 21 C.F.R., and the rules and regulations thereunder.

Authority.  You represent and warrant that you are properly authorized to use the initial Log-in ID you used to gain access to the Platform, and that you have the power and authority to enter into and perform your obligations under these Terms of Use.

Acceptance of Terms of Use.  By your use of the Platform, you agree that your use of the Platform is governed by and subject to these Terms of Use. We reserve the right to modify or update our Terms of Use at any time and will post updated terms on this page, including the date they become effective. Please note that your continued use of any portion of the Platform following notification or posting of any such modification or updates will constitute your acceptance of the Terms of Use, as modified or updated. We encourage you to visit this page from time to time to review the most current Terms of Use. If you do not agree to such changed terms, you should not access or use the Services. You may access this page at any time through the Terms of Use link at the bottom of each page on the Services.

All title, ownership rights, and intellectual property rights to the Platform and Services (other than the use of any co-branded partner(s) name and/or trademarks) are, and will remain, the sole and exclusive property of Aptus Health. The Services, the intellectual property used to operate the Services, and the Platform are protected by Untied States and international intellectual property laws and treaties. Aptus Health will hold all title, ownership rights, and intellectual property rights to any modifications, updates, copies, translations, improvements, adaptations or incorporations of the Services or Platform, no matter by whom made or paid for.

Aptus Health is firmly committed to the privacy of its users. As such, Aptus Health will treat all information you provide in the manner described by the applicable Aptus Health privacy notices and security policies in effect at the time such information is provided, as posted on the Platform. For Aptus Health’s current privacy notices and security policies, please see the Privacy Notice page on the Platform.

THE SERVICES ARE INTENDED FOR USE ONLY BY ADULTS WHO ARE LICENSED PHYSICIANS. Nothing on the Services should be construed as giving advice or making a recommendation or referral regarding any decision or action related to your health the health of others, or your medical judgment. You shall not permit the content of the Services to substitute for your own medical judgment, which you should exercise in evaluating the information on the Services, nor for the advice of any liaison, specialist or consulting healthcare professional (“HCP”) with whom you work. While Company has used reasonable efforts to ensure that the information on the Services is accurate, complete, and current, Company expressly disclaims any warranty or representation regarding the accuracy, completeness, or currency of such information.

THE SERVICES, PLATFORM, AND MATERIALS IN THESE TERMS OF USE ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, APTUS HEALTH (AND OUR CO-BRANDED PARTNER(S), AS APPLICABLE) EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF THE SERVICES, PLATFORM, OR MATERIALS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. APTUS HEALTH AND ITS CO-BRANDED PARTNER(S), AS APPLICABLE DO NOT WARRANT THAT THE MATERIALS, PLATFORM, OR THE SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, TIMELY, VIRUS-FREE OR ERROR-FREE.

Aptus Health’s (and our co-branded partner(s), as applicable) liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to these Terms of Use or your use of the Materials, Platform, or the Services will be limited to direct damages and will not exceed the amount of any fees received by Aptus Health as a direct result of your use of the Services in the twelve (12) months preceding the act or event resulting in such losses.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) WILL APTUS HEALTH, OR OUR CO-BRANDED PARTNER(S) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY GENERAL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSSES RESULTING FROM THE USE OR PERFORMANCE OF THE MATERIALS, PLATFORM OR SERVICES, DUE TO ANY CAUSE. THE EXCLUSION CONTAINED IN THIS PARAGRAPH WILL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOREGOING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION, OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. You agree that the foregoing represents a fair allocation of risk hereunder and is a material inducement to Aptus Health’s entering into these Terms of Use.

You will defend, indemnify, and hold harmless Aptus Health (and our co-branded partner(s), as applicable), its affiliates, and their officers, directors, agents and employees from any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, arising out of, resulting from, or related to (a) your use of the Services, Platform, and/or Materials, any breach of these Terms of Use or applicable law, or from your negligent misconduct; or (b) access to or use of the Services by any third party using any password or other user id you have provided to Aptus Health. This indemnification shall survive the expiration or earlier termination of your use of the Services.

These Terms of Use represent the complete agreement and understanding between the parties concerning the Services, Platform, and the Materials and supersedes all other agreements, written or oral, regarding its subject matter. You represent that you have read these Terms of Use and agree to be bound by them. Our co-branded partners are also intended to receive the benefit of these Terms of Use.

Choice of Law and Forum.  These Terms of Use will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws rules, and United States federal law. Any legal action or proceeding arising under these Terms of Use will be brought exclusively in the applicable federal court or the state courts located in the Commonwealth of Massachusetts, as the case may be, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objection to such courts’ exercise of personal jurisdiction over them.

Independent Contractor.  In making and performing these Terms of Use, the parties act and shall act as independent contractors and nothing contained in these Terms of Use shall be construed or implied to create the relationship of principal-agent, partner, joint venturer, franchisor-franchisee or employer-employee between the parties. At no time shall either party have any right, power or authority to create any obligation or responsibility on behalf of the other party.

Force Majeure.  Neither party will be liable to the other party for any failure, or delay in performance caused by reasons beyond its reasonable control, including, but not limited to earthquakes, loss of utilities, and other disasters.

Severability.  If any term or condition of these Terms of Use is held to be unenforceable, it will be reformed only to the extent necessary to make it enforceable and will not affect the enforceability of the remaining provisions hereof.

Assignment.  You may not transfer, sublicense or otherwise assign these Terms of Use, or delegate its duties, or any of its rights or obligations hereunder without Aptus Health’s prior written consent and any attempted assignment by you without such consent shall be null and void. Aptus Health may transfer these Terms of Use to a transferee who acquires all or substantially all of Aptus Health’s business to which these Terms of Use relate. These Terms of Use shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Contact. Should you have any questions or concerns in connection with these Terms of Use or the Services, or make any other type of request, please contact us at support@aptushealth.com or at:

Aptus Health, Inc.
Attn: Customer Service
55 Walkers Brook Drive, Suite 500
Reading, MA 01867-3274
Phone: 800.794.6757

 
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