Term of Service

THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AND OURS, IN CONNECTION WITH YOUR USE OF INTEGRA SCRIPT’S PRODUCTS AND SERVICES. PLEASE READ THEM CAREFULLY.

These Terms of Service (“Terms of Service” or “Terms”) are entered into between Integra Scripts LLC, a Delaware limited liability company having its principal place of business at 160 Airport Road, Lakewood, NJ 08701 (together with its affiliates, “we”, “our”, “us”, “Integra Scripts”, or “Licensor”), and the individual or entity either identified as the “Customer” in any services or consulting agreement of ours referencing these terms (an “Agreement”) or otherwise accessing or using our products or services (“you”, “your”, “customer”). Customer and Integra Scripts are sometimes referred to herein individually as a “Party” and collectively as “the Parties.” You agree with and are deemed to have accepted these Terms upon the earlier of: (a) submission to us of a signed Agreement, (b) submission to us of your order for our products and services (collectively, “Services”); (c) your accepting these Terms electronically or in the course of installing our software; (d) your use of the Services; or (e) your retention of any Software we provide beyond thirty (30) days following delivery.

  1. Definitions. Capitalized terms not otherwise defined herein shall have the meaning given to them below:
    1. Nontransferable” shall mean incapable of being transferred, assigned, or otherwise assumed by any third party aside from Customer or a single wholly owned corporate entity that Customer intends to form.
    2. Non-sublicensable” shall mean a personal right of Customer or a single wholly owned corporate entity Customer intends to form that cannot be transferred, assigned, or licensed to a third party.
    3. Our Software” shall refer to proprietary Software belonging to Integra Scripts that includes a web based hosted Software platform, and to which Customer shall have limited access and use as set forth herein.
    4. Software” shall mean a collection of computer programs and related data that provide the instructions for telling a computer what to do and how to do it.
    5. User” shall mean an employee or contractor of Customer that is authorized by Customer to access our Software.
    6. Confidential Information” means any information, technical data, or know-how relating to a Party’s business, research, products, software, services, development, inventions, processes, engineering, marketing, techniques, patients, customers, pricing, internal procedures, business and marketing plans, strategies, finances, employees, business opportunities, and personal health information.
  2. Access Rights; Account
    1. Subject to the terms and conditions of this Agreement, Integra Scripts grants to Customer during the term of the Agreement or until our Services are otherwise terminated as provided herein (the “Service Term”), a Nontransferable, Non-sublicensable, limited right to remotely access our Software which includes our web based hosted software platform (the “Web Software”), and any local installed applications (the “Local Program”; the Local Program and the Web Software collectively referred to as the “Platform”). Customer may access the Platform only for its internal business purposes and it may not be re-sold or re-branded to any third party whatsoever.
    2. Integra Scripts may, in order to provide the Software and the Services, install a Local Program on Customer’s network or servers. Integra Scripts grants Customer a Nontransferable, Non-sublicensable, limited right to use the Local Program solely for the purpose of facilitating the use of the Software.
    3. Customer has no right to receive copies of any software or computer programs (whether in source or object code other than the Local Program). Instead, Customer will access the Software through a web browser and distributed Local Programs. Customer will identify an administrative user name and password for its Integra Scripts account (the “Account”). Customer shall be responsible for the security of its user name(s) and password(s), and for all uses of the Account with or without Customer’s knowledge or consent. At Customer’s request, Integra Scripts shall deliver to Customer copies of all software and computer programs (subject and object code) specifically relating to the Local Program for the sole purpose of installing such Local Program on Customer’s servers to utilize the Software.
    4. Customer fully understands that each state in which Customer operates maintains its own licensing requirements that may relate to one or more rights granted to Customer pursuant to the Agreement or these Terms and that Customer is fully responsible for obtaining and maintaining any such licenses throughout the Service Term.
  3. CONSULTING SERVICES AND SUPPORT
    1. Subject to the terms and conditions of these Terms and any applicable Agreement and in consideration of Customer’s payment of the fees set forth in any such Agreement, during the Service Term Integra Scripts will provide to Customer certain consulting services in connection with Customer’s pharmaceutical needs (collectively, “Consulting Services”).
    2. If Customer, for a particular facility or location, orders only Consulting Services, Integra Scripts shall host, manage, operate and maintain the Software on Integra Scripts servers, and shall provide the customer support and maintenance services relating to the Software, as described and in accordance with the provisions of any applicable Agreement.
    3. Integra Scripts shall assist with the branding, setup, user training and other services more particularly described in any applicable Agreement.
    4. Integra Scripts shall provide such customized integration and services as may be set forth in the applicable Agreement.
    5. From time to time, as agreed upon by the Parties, the Software shall generate reports to be provided to Customer, detailing actions taken or recommended applicable to Customer’s pharmacy orders, including cost savings and potential cost savings.
  4. RESTRICTIONS AND CUSTOMER RESPONSIBILITIES
    1. Customer shall not (nor shall it permit others to) directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Software; (b) modify, translate, or create derivative works based on the Services or any Software; (c) copy (except for archival purposes), rent, lease, distribute, pledge, or encumber rights to the Services or any Software; (d) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) remove any proprietary notices or labels; or (f) access or attempt to access any other Integra Scripts customer accounts or restricted information. The source code shall at all times remain the exclusive property of Integra Scripts, subject only to the right of Customer to use the source code pursuant to these Terms.
    2. Customer shall use the Services only in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy and intellectual property).
    3. Customer shall obtain and maintain any and all equipment and ancillary services needed to connect to and use its Account, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service.
    4. During the Service Term, Customer shall provide the following:
      • A project manager to represent the business users
      • An IT contact to provide IT guidance and troubleshooting
      • Input, feedback and direction in a timely manner. This will affect the delivery and production schedule.
      • Feedback on bugs, problems, customer concerns and complaints.
    5. At all times during the Service Term, Customer agrees to allow Integra Scripts to communicate with Customer’s instance of the Software in order to facilitate the web-based presentation, review usage statistics for the purposes of consulting with Customer, and enter into discussions regarding new features in future releases.
    6. Customer agrees to use its best efforts to implement the actions and suggestions made by Integra Scripts in order to maximize the benefits of the services.
    7. The Software will be installed, accessed and maintained only by or for Integra Scripts, and no license is granted thereto except as specifically set forth herein. All patents, copyrights, trademarks, service marks, trade secrets and other proprietary rights in or related to the Software, its documentation, and all copies and modifications thereof, and Integra Scripts’ other methodologies, tools and analyses (collectively, “Integra Scripts IP”), are and will remain the exclusive property of Integra Scripts or its licensors. Customer shall not acquire any right in the Integra Scripts IP, except the limited rights to access the Software specified in these Terms. Customer shall not take any action that jeopardizes our intellectual property rights.
    8. Integra Scripts agrees and acknowledges that at all time Customer shall be the sole and exclusive owner of content Customer uploads for use in the Software (the “Software Data”), as well as all information related to the Customer and Users. Software Data may not be used by Integra Scripts for any purpose other than to advance the interests of Customer hereunder.
    9. The Integra Scripts Platform retains contextual information about the users. Customer will have access to this and will own its customers, but Integra Scripts will retain a copy of the contextual data gathered and will append this into its existing database. The appended database is and remains Integra Scripts’ property and Integra Scripts is free to use this as it sees fit as long as it is not in direct competition with Customer or materially damages the Customer’s relationship with its Users or customers and clients.
  5. TERM AND TERMINATION
    1. Integra Scripts may terminate the Service Term on 5 days written notice upon any Customer default, including failure to pay fees set forth in any applicable Agreement when due. If Customer defaults and Integra Scripts terminates for such default, all future monthly payments that would have been otherwise paid pursuant to any applicable Agreement or purchase order (“Payments”) shall become immediately due. Such Payments shall be calculated by multiplying the monthly fee payable by the Customer by the remaining months in applicable Agreement or purchase order.
    2. Any overdue amounts are subject to a finance charge of an annualized rate of prime plus 1.5% percent on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. Customer shall be responsible for all taxes associated with its payments to Integra Scripts other than taxes based on Integra Scripts’ net income.
  6. REMEDIES
    1. If a third party asserts a patent infringement claim arising out of Customer’s use of the Software or Platform, Customer will permit Integra Scripts, at Integra Scripts’ option, to: (a) procure the right to continue using the allegedly infringing item; (b) replace or modify the allegedly infringing item to eliminate the infringement while providing functionally equivalent performance; or (c) if either of the above is not commercially reasonable, terminate the Service Term and refund to Customer a pro-rated amount of any fees prepaid by Customer relating to the infringing item for the unused portion of the Service Term, and any such action taken by Integra Scripts will be Customer’s sole remedy.
    2. Customer hereby agrees to indemnify, defend and hold harmless Integra Scripts against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of any applicable Agreement or these Terms or Customer’s misuse of the Services. Although Integra Scripts has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Integra Scripts may do so and may remove any such content or prohibit any use of the Services that is in violation of the foregoing.
  7. CONFIDENTIALITY
    1. All Confidential Information relating to a Party shall be held in confidence by the other Party to the same extent and in at least the same manner as such Party protects its own confidential or proprietary information. Neither Party shall disclose, publish, release, transfer, or otherwise make available Confidential Information of the other Party in any form to, or for the use or benefit of, any person or entity without the other Party’s consent. The obligations in this section shall not restrict any disclosure by either Party pursuant to any applicable law, or by order of any court or government agency (provided that the Party required to so disclose shall give prompt notice to the other Party of such order) and, except to the extent that local law provides otherwise, shall not apply with respect to information which (1) is developed by the other Party without violating the disclosing Party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such Party without an obligation of confidentiality to the disclosing Party, or (5) is rightfully received by a Party free of any obligation of confidentiality. Customer acknowledges and agrees that the Software will gather prescription and related data from Customer systems and will deliver such data to pharmacies, as directed by Customer.
    2. HIPAA. Integra Scripts acknowledges that it may incidentally or inadvertently encounter, view or access certain Proprietary Information maintained by Customer which may qualify as Protected Health Information (“PHI”) or electronic PHI within the meaning of the Health Insurance Portability and Accountability Act of 1996, as amended, and the privacy and security standards promulgated pursuant thereto (“HIPAA”). To the extent not otherwise covered by these Terms or a confidentiality agreement between the Parties, Company agrees to maintain the confidentiality of any PHI that it may incidentally or inadvertent encounter, view or have access to while providing the Services under the terms and conditions set forth in these Terms. Company agrees, within its reasonable discretion, to cooperate with Customer and perform such activities as Customer may, from time to time direct, in order to mitigate any harmful effects as a result of a wrongful use or disclosure of PHI. Company and Customer agree to comply with all applicable laws and regulations, including HIPAA and the Health Information Technology for Economic and Clinical Health Act, to the extent applicable, in meeting their respective obligations under this Agreement.
  8. WARRANTIES; LIMITATIONS ON LIABILITY
    1. The Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Integra Scripts or by third-party providers, or because of other causes beyond Integra Scripts’ reasonable control, but Integra Scripts shall use all commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
    2. Customer’s sole and exclusive remedy for a breach of the above warranty will be for Integra Scripts to use commercially reasonable efforts to modify, correct or repair the Software or, if Integra Scripts determines that it is unable to do so, then Customer may return to Integra Scripts, the defective Software and, upon its receipt thereof, Integra Scripts will refund or credit the amount paid by Customer for such Software. This warranty does not apply to any Software modified by a Party other than Integra Scripts, or which has been improperly installed or used. This warranty may not be transferred to any subsequent purchaser or to another third party.
    3. EXCEPT AS EXPRESSLY SET FORTH ABOVE, INTEGRA SCRIPTS MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE. INTEGRA SCRIPTS DOES NOT WARRANT THAT THE USE OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL THIRD PARTY SOFTWARE IS PROVIDED WITHOUT ANY WARRANTIES OR INDEMNITIES FROM INTEGRA SCRIPTS AND/OR ITS LICENSORS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    4. IN NO EVENT WILL INTEGRA SCRIPTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED OR A FAILURE OF THE THIRD PARTY SOFTWARE TO OPERATE WITH ANY OTHER SOFTWARE OR LOSSES RELATED TO CYBERATTACK) ARISING OUT OF OR RESULTING FROM THE USE OF SOFTWARE OR PERFORMANCE OF SERVICES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INTEGRA SCRIPTS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. THESE LIABILITY LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL THE AGGREGATE LIABILITY THAT INTEGRA SCRIPTS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE SERVICE FEES PAID BY CUSTOMER TO INTEGRA SCRIPTS IN THE 12 MONTHS PRECEDING THE INITIAL DATE THAT CUSTOMER’S CLAIM AROSE.
  9. MISCELLANEOUS
    1. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
    2. If there is any conflict between a term found in these Terms of Service and an Agreement, the Agreement shall govern.
    3. The Parties are independent contractors. Neither these Terms nor any Agreement creates any agency, employment, partnership, joint venture, franchise or other similar relationship between the Parties. Neither Party will have the right to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. Each Party shall be solely responsible for any benefits, insurance and taxes related to its employees, servants and agents, as well as any claims, damages or lawsuits arising out of its acts or those of its employees, servants or agents or any of them.
    4. Neither an Agreement nor any rights or licenses granted thereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by either Party, and any such attempted assignment shall be void and of no effect without the prior written consent of the other Party. The foregoing notwithstanding, such consent shall not be required if: (a) Integra Scripts assigns such Agreement in connection with a reorganization, merger, acquisition, sale of all or substantially all of its assets; or (b) Integra Scripts assigns its right to receive and collect payments thereunder.
    5. These Terms and any applicable Agreement shall be binding on, inure to the benefit of, and be enforceable by the Parties and their respective successors and permitted assigns.
    6. U.S. Government Restricted Rights. The Software is comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227-7202-1 and 227.7202-3.
    7. Force Majeure. A Party’s failure to perform its obligations hereunder, except any obligation to pay money, will be excused to the extent and for the period such performance is prevented by fire, flood, earthquake, acts of god, explosion, casualty of war, labor dispute, inability to obtain delivery of equipment or parts, violence, any governmental law, order, regulation or ordinance, or other act or condition beyond the reasonable control of such Party, which in such case the Party so affected will given written notice to the other Party, and resume performance promptly after the above condition has abated.
    8. Any notice required or permitted to be given under an Agreement shall be in writing and delivered either by hand, email, certified mail, return receipt request, postage prepaid, or Federal Express or other commercial overnight delivery service with tracking capabilities, all delivery charges prepaid, and address to the applicable Party’s address set forth in such Agreement or such other addresses as to which the Party has notified the other Party in accordance with this section. Notice shall be deemed effective upon receipt, provided, however, that notice sent by certified mail shall be deemed received 4 days after posting unless received sooner. Notice to each Party shall be to the address set forth in the Agreement.
    9. These terms and any applicable Agreement shall be governed by, construed under and enforced in accordance with the substantive and procedural laws of the State of New Jersey, without regard to its conflicts of law principles.