RxReach’s cloud-based Services enable customer landline phone numbers to send and receive text messages.
To be eligible to register for a RxReach Account and use RxReach’s Services, you must review and accept the terms of this Agreement by (i) visiting, reviewing, using or accessing the RxReach website; (ii) clicking on the “I Accept” button or other mechanism provided or (iii) signing or confirming an Order Form or other agreement incorporating these terms. For purposes of this Agreement, an “Order Form” refers to the document for placing orders for access to and use of the Services and agreed to by you either in writing or by electronic acceptance submission. If you subscribe via RxReach’s online checkout, then the checkout form submitted by you and accepted by RxReach constitutes the Order Form for purposes of this Agreement. By entering into an Order Form, you agree to be bound by these Terms and the Order Form.
In this Agreement, “we,” “us,” “our” or “RxReach” will refer to RxReach, 500 SR 436, Suite 2066 Casselberry, FL 32707 And, the terms “you,” “your” and “Customer” will refer to you. If you are registering for a RxReach account or using RxReach’s Services on behalf of an organization, you are agreeing to these terms for that organization and representing to RxReach that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization).
Your use of, and participation in certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms. will be presented to you for your signature. If any of these Terms conflict with the Supplemental Terms, the Supplemental Terms will control with respect to such conflict.
The Services and all associated proprietary information and materials (collectively, the “Company Properties”) are protected by intellectual property laws of the United States and throughout the world. Company Properties are licensed, not sold.
1. Changes to These Terms.
THE TERMS ARE SUBJECT TO CHANGE BY RXREACH IN ITS SOLE DISCRETION AT ANY TIME. We will take reasonable steps to notify you of any material changes or modifications to these Terms by way of prominent notice on our website or the software application or by email, but you agree to review the website periodically to be aware of any changes or modifications. Your continued use of the Services will be deemed your conclusive acceptance of such changes or modifications. TO ENSURE YOU HAVE THE MOST CURRENT VERSION OF THESE TERMS, PLEASE REGULARLY CHECK THE WEBSITE.
2. Changes to Our Services.
We are always looking to innovate and make RxReach Services better. As a result, Company may at any time, without notice or liability, update the Services and Company Properties. Such updates may require you to update third-party software (e.g. you device’s operating system) from time to time in order to continue to use the Services and Company Properties.
3. Your Account(s).
In order to access and use the Company Properties, you are required to become a registered User. For purposes of the Terms, a “User” is a user of the Services who has registered an account with Company (“Account”).
As part of the Account creation process, you’ll be asked to provide your email address, a telephone number and create a password. For certain Services, we may also require your physical address. You must provide true, accurate, current and complete information about yourself during the Account creation process. You must also keep that information true, accurate, current and complete after you create your Account. You represent that you are (x) at least thirteen (13) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using Company Properties under the laws of your place of residence or any other applicable jurisdiction.
If you provide any information that is untrue, inaccurate, not current or incomplete, or RxReach has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RxReach has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Company Properties if you have been previously removed by RxReach, or if you have been previously banned from access to any use of any of the Company Properties.
Administrative Logins. Depending on your Services package, you may be required to create an administrative login (“Admin Login”) associated with your Account. Once an Admin Login has been created, you will be permitted to create up to the total number of additional user logins for which the applicable Service Subscription Fees have been paid (each, a “User Login”), if any. You will be solely responsible for all activities that occur under User Logins associated with your Account. User Logins may not be shared, transferred or disclosed to any individual not expressly authorized as a User.
You are solely responsible for all use (whether or not authorized) of our Services under your Account(s), including for the quality and integrity of your Customer Data and each of your applications. You are also solely responsible for all use and for all acts and omissions of anyone that has access to the Services under your Account. You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use at . We will not be liable for any loss or damage arising from unauthorized use of your Account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of RxReach.
4. Access and Use of Our Services.
You may access and use our Services, on a non-exclusive, non-transferrable (except as otherwise expressly provided herein), non-sublicensable basis, solely in strict compliance with these Terms and the RxReach’s Acceptable Use Policy (“AUP”), which may be updated from time to time, solely for your business purposes.
Your access to and use of the Services must be in strict compliance with Applicable Law. “Applicable Law” includes all applicable laws, rules and regulations applicable to you, your business or the subject matter of this Agreement including without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws, which include without limitation the U.S. Telephone Consumer Protection Act of 1991, U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Canada Anti-SPAM Legislation, if applicable, and each as amended.
5. License To Your Content.
In order to enable RxReach to send and deliver your messages and otherwise provide you the Services, you grant RxReach a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive right (including any moral rights) and license to use, distribute, reproduce, , Your Content (in whole or in part) for the purposes of operating and providing the Company Properties to you. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not RxReach, are responsible for all of Your Content that you Make Available on or in the Company Properties. You agree to hold RxReach harmless of any and all litigations arise from misuse and the contents provided to you are only a template or sample and you have the responsibility to review and alter according to your state or federal laws.
6. Company Properties.
RxReach may use certain third-party providers to provide technologies and services to support the Services, such as spam filtering, software firewall protection technologies and hosting service providers (“Third-Party Technologies”). With the exception of the rights and licenses expressly set forth in Section 4 above, nothing in these Terms grants any right, title or interest in or to any Intellectual Property Rights in or relating to the Company Properties or Third-Party Technologies. For purposes of these Terms, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws in any part of the world. All right, title and interest in and to the Company Properties and the Third-Party Technologies are and will remain with RxReach and the respective rights holders in the Third-Party Technologies.
You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Properties. RxReach’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Company Properties are the trademarks of RxReach and may not be used without our express permission. Other trademarks, service marks and trade names that may appear on or in the Company Properties are the property of their respective owners.
7. Our Use and Storage of Customer Data.
Except as may otherwise be agreed by RxReach and you in writing, RxReach may periodically delete your Customer Data. Further, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
You further acknowledge and agree that we may access or disclose Customer Data, including the content of communications stored on our systems, if: (i) we believe that disclosure is reasonably necessary to comply with any Applicable Law, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our Services, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that RxReach retains the right to create reasonable limits on RxReach’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by RxReach in its sole discretion.
(a) Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive website, application, product or service, or (b) copy any features, functions or graphics of the Services.
(b) You agree not to transfer, resell, lease, license, rent, assign, reproduce, distribute, host or otherwise make available our Services to third parties or offer them on a standalone basis.
(c) You represent and warrant that (i) you have or have procured all power and authority necessary to use and text enable those phone numbers you register or associate with your Account without the consent of any third party, (ii) you will not use the Services on a phone number that has been exchanged, rented, or purchased from a third party without the permission of the phone number owner, (iii) the phone number is not a mobile subscriber phone number, (iv) you will use the Services for legal purposes only, and (v) you agree to execute any additional documents necessary to ensure your authority to use and text enable those phone numbers.
(d) You shall not use any metatags or other “hidden text” using RxReach’s name or trademarks.
(e) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company Properties except to the extent the foregoing restrictions are expressly prohibited by Applicable Law.
(f) Except as expressly stated herein, no part of the Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
(g) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Company Properties.
(h) You will not bypass or breach any security device or protection measure to access or use the Services or Company Properties other than by an authorized User.
(i) You will not input, upload, transmit or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious computer code.
(j) You will not damage, destroy, disrupt, disable or impair, interfere with or otherwise impede or harm in any manner the Services or Company’s provision of the Services to any third party, in whole or in part.
(k) You will not access or use the Services or Company Properties in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights of any third party or that violates any Applicable Law.
(l) Any future release, update or other addition to the Company Properties shall be subject to the Terms. RxReach, its third-party providers reserve all rights not granted in the Terms. Any unauthorized use of the Company Properties terminates the licenses granted by RxReach pursuant to the Terms.
9. Unauthorized Applications.
You understand that the Company Properties are not designed, intended, authorized or warranted to be suitable for use in the following “Unauthorized Applications”: life support applications, devices or systems; the operation of nuclear facilities; aircraft navigation systems; aircraft communication systems; air traffic control; direct life support machines; weapons systems; military or space equipment requiring radiation hardened components; and Enhanced 911 or the E911 emergency calling system. You warrant that you will not use the Company Properties for Unauthorized Applications.
10.1 Types of Content.
You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through or transmitted through the Company Properties (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not RxReach, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Company Properties (“Your Content”).
10.2 No Obligation to Pre-Screen Content.
You acknowledge that RxReach has no obligation to pre-screen Content (including, but not limited to, Your Content), although RxReach reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that RxReach pre-screens, refuses or removes any Content, you acknowledge that RxReach will do so for RxReach’s benefit, not yours. Without limiting the foregoing, RxReach shall have the right to remove any Content that violates the Terms or AUP or is otherwise objectionable.
11. Free Trials and Other Promotions.
Any free trial or other promotion that provides User level access to the Services must be used within the specified time of the trial. At the end of the trial period, unless specifically stated otherwise by RxReach, your account will automatically continue on a paid credits purchased basis, subject to any Service Subscription Fees, unless you take action to cancel the subscription in writing prior to the expiration of the trial period. We also reserve the right to terminate an account after 6 months of inactivity and your contents within the application will be deleted and RxReach will not be responsible for any claims for the loss of content and data.
12. Necessary Equipment and Software.
You must provide all equipment, internet or mobile connectivity, and software necessary to connect to the Company Properties, including but not limited to, a mobile device that is suitable to connect with and use the Company Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Company Properties. We are not responsible for service failures due to network outages.
13. Export Controls.
You may not use, export, import, or transfer the Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Company Properties, and any other Applicable Law. You must follow U.S. export and economic sanctions laws.
Our Services, including any software we may provide in connection with those Services, may be subject to applicable U.S. export control laws and economic sanctions regulations. In receiving this software or our Services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and our Services, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or our other aspects of our Services.
14. Accessing and Download Applications from iTunes.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Terms are concluded between you and RxReach only, and not Apple, and (ii) RxReach, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
15. Accessing and Downloading Applications from Other App Stores.
You acknowledge and agree that the availability of any software application downloadable via an App Store (each an “App”) as part of the Services is dependent on the App Store from which you received the application license.
16. Subscription Term, Fees and Payment Terms.
You agree to pay the fees generated under your Account.
Unless otherwise noted, payment for all Service Fees are due on the due when credits are purchased.
16.2 Service Subscription Fees.
You will be responsible for payment of the applicable fees. There are no subscription fees. Service Subscription Fees for API may include recurring monthly minimum Service Subscription Fees, per SMS and/or per MMS message Fees, as well as recurring monthly Service Subscription Fees for each text-enabled phone number being utilized. Except as set forth in the Terms, all Service Fees are non-refundable.
16.3 Automatic Renewal.
The account will remain open and users can utilize the services through RxReach so long as they have unused minutes or texts available. If an account does not have any activity in any 6 months period, the account would be put on notice of cancellation and you agree not to hold RxReach liable for any and all damages.
16.4 Changes to Service Fees.
Company reserves the right to increase the Service Fees applicable to any Renewal Term upon at least forty-five (45) days written notice to you, with any such increase to go into effect at the beginning of the next Renewal Term.
16.5 Cancellation/Reduction in Services.
Customer is entering into an agreement and they can cancel at any time without any fees or penalties.
16.6 Change in Your Phone Carrier.
You must exercise caution and judgment when changing carriers. Porting your voice service from one carrier to another may break the texting route. Company has no control over this so you must check with your carrier prior to porting your number. You will remain responsible for all charges associated with your account notwithstanding a break in the texting route as a result of your change of carriers.
RxReach’s Fees are exclusive of any applicable Sales Tax, VAT taxes, and use taxes, utility user’s fees, excise taxes, any other business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes and carrier surcharges imposed on or with respect to our Services whether these taxes are imposed directly on you or on RxReach (collectively, the “Taxes”). If any Services, or payments for any Services, under the Terms are subject to Taxes, or in any country/jurisdiction and you have not remitted the applicable Taxes to RxReach, you will be responsible for the payment of such Taxes and any related penalties or interest to the relevant tax authority, and you will indemnify RxReach for any liability or expense we may incur in connection with such Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that RxReach is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. For purposes of this section, Taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of RxReach.
18. Ownership and Confidentiality.
As between you and RxReach, we exclusively own and reserve all right, title and interest in and to our Company Properties.
We welcome your feedback on our Services. But please know that by submitting suggestions or other feedback about our Services you agree that submission of any ideas, suggestions, documents, and/or proposals to RxReach through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that RxReach has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to RxReach a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties. You also acknowledge and agree that RxReach may publish your Feedback in connection with your name and logo(s) on the Company Properties.
18.3 Use of Marks.
Subject to these Terms, we both grant each other the right to use and display each other’s name and logo(s) (the “Licensor Marks”) on our respective websites and in other promotional materials solely in connection with each of our respective activities under these Terms. All of this use of the Licensor Marks will be in accordance with the each other’s applicable usage guidelines and will inure to the benefit of Licensor. The one of us using the other’s Licensor Marks under this subsection will not use, register or take other action with respect to any of the Licensor Marks, except to the extent allowed in advance in writing by the one of us whose Licensor Marks are being used. In using the Licensor Marks under this subsection, the one of us using the other’s Licensor Marks will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. The one of us using the other’s Licensor Marks will not, at any time, misrepresent the relationship between us. The one using the other’s Licensor Marks will not present itself as an affiliate or other legal agent of the one of us whose Licensor Marks are being used. The rights to use and display each other’s Licensor Marks under this subsection will end automatically upon any expiration or termination of the parties’ relationship.
18.4 “Confidential Information”
means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving party; (ii) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction, by another person without violation of disclosing party’s rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not use, access or permit the use or access of Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under and in accordance with these Terms or as expressly permitted by the disclosing party in writing. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other party as required by law, upon prior written notice to the other party (where allowed by law); provided that such party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.
18.5 Injunctive Relief.
The parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 18 and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without the requirement to post bond and without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.
If RxReach becomes aware of any possible violations by you of the Terms, RxReach reserves the right to investigate such violations. If, as a result of the investigation, RxReach believes that criminal activity has occurred, RxReach reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. RxReach is entitled, except to the extent prohibited by Applicable Law, to disclose any information or materials on or in the Company Properties, including Your Content, in RxReach’s possession in connection with your use of the Company Properties, to (1) comply with Applicable Laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of RxReach, its Users or the public, and all enforcement or other government officials, as RxReach in its sole discretion believes to be necessary or appropriate.
In the event that RxReach determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Company Properties, RxReach reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to RxReach) that you have violated the Terms;
(b) Delete and/or discontinue delivery or transmission of any of Your Content provided by you or your agent(s) to Company Properties;
(c) Discontinue your registration(s) with the any of the Company Properties;
(d) Discontinue your subscription to any Services;
(e) Notify and/or send Content to and fully cooperate with the proper law enforcement authorities for further action; and
(f) Pursue any other action which RxReach deems to be appropriate.
19.3 No Subsequent Registration.
If your registration(s) with or ability to access the Company Properties is discontinued by RxReach due to your violation of any portion of your Order Form or the Terms or for conduct otherwise deemed inappropriate, then you agree that you will not attempt to re-register with or access the Company Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, RxReach reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
20. Warranties and Disclaimers.
20.1 AS IS; NO WARRANTY.
WITHOUT LIMITING RXREACH’S EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, RXREACH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. RXREACH’S SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
RXREACH MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE COMPAN PROPERTIES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. RXREACH MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. CONNECTIVITY, FEATURES, OR DELIVERY CAPABILITY MAY VARY, MAY BE LIMITED, AND MAY CHANGE OVER TIME. CAPACITY IS CURRENTLY LIMITED TO COMMUNICATION BETWEEN +1 NORTH AMERICAN NUMBERING PLAN NUBMERS.
NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT NEITHER RXREACH NOR ANY PERSON OR ENTITY ASSOCIATED WITH RXREACH ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD RXREACH OR ANY PERSON OR ENTITY ASSOCIATED WITH RXREACH LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF TELECOMMUNICATIONS NETWORKS AND MOBILE CARRIERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOUR CONTENT MAY BE TRANSMITTED VIA UNENCRYPTED METHODS OVER VARIOUS THIRD PARTY NETWORKS.
You will defend, indemnify and hold RxReach and its affiliates, as well as their respective officers, directors and employees, harmless against any actual or threatened claim, loss, expense, liability, proceeding, third-party discovery demand, governmental investigation or enforcement action (each a “Claim”) arising out of or relating to your activities under these Terms or your acts or omissions in connection with (a) Your Content that you submit, post, transmit or Make Available through the Services; (b) your use of, or inability to use, the Company Properties; (c) your violation of the Terms; or (d) your violation of any Applicable Law. RxReach will cooperate as fully as reasonably required in the defense of any Claim, at your expense. We reserve the right, at your expense, to retain separate counsel for ourselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which you are a named party and that is otherwise subject to indemnification under this Section 21. You will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against us in connection with any Claim. You will also be liable to us for any costs and reasonable attorneys’ fees we incur to successfully establish or enforce our right to indemnification under this Section. You agree that the provisions in this Section will survive any termination of your Account, the Terms or your access to the Company Properties.
22. Exclusion of Damages; Limitations of Liability.
EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 8 (RESTRICTIONS), 18 (OWNERSHIP) OR 21 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS DESCRIBED IN THIS SECTION 22, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL RXREACH BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM OR $500, WHICHEVER IS GREATER.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
RXREACH’S SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS OR SMS MESSAGES TO ANY EMERGENCY SERVICES. NEITHER RXREACH NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD RXREACH HARMLESS AGAINST ANY AND ALL SUCH CLAIMS, DAMAGES OR LOSSES) ARISING FROM OR RELATING TO THE INABILITY TO USE OUR SERVICES TO CONTACT EMERGENCY SERVICES.
23. Termination of Your the Services.
23.1 Termination or Suspension of Services by Company.
In addition to termination or suspension of our Services for non-payment of the applicable Service Subscription Fees as described in Section 16, we may also, upon written notice to you, terminate or suspend your access to the Services immediately for cause if: (a) you violate (or give us reason to believe you have violated) the RxReach AUP; (b) there is reason to believe the traffic created from your use of our Services or your use of our Services is fraudulent or negatively impacting the operating capability of our Services; (c) we determine, in our sole discretion, that providing our Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide our Services; or (d) subject to Applicable Law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend our Services to your account, we will make a reasonable attempt to notify you. You agree that all terminations for cause shall be made in RxReach’s sole discretion and that RxReach shall not be liable to you or any third party for any termination of your Account.
23.2 Termination of Services by You.
If you want to cancel or terminate the Services provided by RxReach, you may do so by providing Company with at least thirty (30) days prior written notice, with such termination to take effect at the end of the then current subscription period in which the notice period concludes. Any cancellation notice must be sent to info@RxReach.com.
23.3 Effect of Termination.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services includes deletion of your password keys and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. RxReach will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.
24. International Users.
The Services are currently made available to Customers in the U.S.
Upon termination or expiration of these Terms, your payment obligations, the terms of this Section 25, and the terms of the following Sections will survive (i.e. still apply): Section 7 (Our Use and Storage of Customer Data), Section 8 (Restrictions), Section 18 (Ownership and Confidentiality), Section 20 (Warranties and Disclaimer), Section 21 (Indemnification), Section 22 (Exclusion of Damages; Limitation of Liability) and Section 26 (General).
26.1 No Waiver.
RxReach’s failure to enforce at any time any provision of these Terms or our AUP does not waive our right to do so later. And, if we do expressly waive any provision of these Terms or our AUP, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by and us to be legally binding.
You will not assign or otherwise transfer your subscription to the Services, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer in violation of this subsection will be null and void. Subject to this subsection 26.2, these Terms and any Order Form will be binding on both you and RxReach and each of our successors and assigns.
You and RxReach are independent contractors in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. You and RxReach will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. Except with respect to Claims covered under Section 21, you and RxReach will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of these Terms. Neither you nor RxReach has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Where RxReach requires that you provide an e-mail address, you are responsible for providing RxReach with your most current e-mail address. In the event that the last e-mail address you provided to RxReach is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, RxReach’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to RxReach at the following address: RxReach, Inc. 300 Elliott Ave W #500, Seattle, WA 98119 or by emailing Info@RxReach.com. Any mailed notice shall be deemed given when received by RxReach by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
26.6 Entire Agreement.
Except as provided in these Terms and other documents incorporated herein by reference, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written with respect to the subject matter hereof. No oral or written information or advice given by RxReach, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms.
You hereby release RxReach and its officers, directors and employees, and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Company Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Company Properties. If you are a California resident, you hereby expressly waive any rights you may have under California Civil Code Section 1542, which states “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
26.8 Electronic Communications.
The communications between you and RxReach may use electronic means. For contractual purposes you (a) consent to receive communications from RxReach in an electronic form or through phone calls to any number associated with your Account; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that RxReach provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
26.9 Force Majeure.
No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
26.10 Governing Law and Venue.
These Terms will be governed by and interpreted according to the laws of the State of Florida without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action or proceeding arising out of or related to these Terms or our Use shall be instituted in either the state or federal courts of Orange County and we each consent to the personal jurisdiction of these courts.
26.11 Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY
26.12 Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST MEDIATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE MEDIATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
26.13 Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to Company Properties, please contact us at: https://www.RxReach.com/contact-us. In accordance with California Civil Code 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, by telephone at (800) 952-5210 or online at www.dca.ca.gov.
26.14 Limitations Period.
YOU AND RXREACH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, COMPANY PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Acceptable Use Policy
Revised and Effective: November 10, 2020
PROHIBITED USES AND ACTIVITIES
No Infringing, Illegal, Threatening, Defamatory, and Offensive Uses. You may not use the Services to violate any Applicable Law. “Applicable Law” includes all applicable laws, rules and regulations applicable to you, your business or the subject matter of the Terms including without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws, which include without limitation the U.S. Telephone Consumer Protection Act of 1991, U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Canada Anti-SPAM Legislation, if applicable, and each as amended. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property.
Fraud; forgery; or theft or misappropriation of funds, credit cards, or personal information.
Impersonation of any person or entity, including, but not limited to, RxReach personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Harm minors in any way.
Making available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any Applicable Law or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities.
Making available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements).
Stalking or otherwise harassing any person or entity.
Export, re-export, or transfer of restricted software, algorithms or other data in violation of applicable export control laws.
Intentionally or unintentionally violate any applicable local, state, provincial, national or international law, treaty, or regulation, or any order of a court.
Deceptive practices such as posing as another service for the purposes of phishing or pharming.
Distributing any materials of a threatening or harmful nature, including without limitation threats of death or physical harm, or materials that are malicious, harassing, libelous, defamatory, or which facilitate extortion or harmful action.
Distributing any offensive materials, including without limitation obscene, pornographic, indecent or hateful materials and materials which promote gambling or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Sending unwanted telemarketing, promotional or informational messages without having procured the necessary consents, right and license from the recipient(s) of your messages.
Sending messages in violation of the U.S. National Do Not Call Registry or related considerations under Applicable Law.
Send Protected Health Information unless allowed under Applicable Law.
Registering for more Accounts or associated Admin Logins or User Logins than for which fees have been paid or register for an Account on behalf of an individual other than yourself.
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Security and Interference. You may not use the Services to violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of any network, electronic service, or other system that is accessible through, or in connection with, the Services. You shall not use the Services in a manner that interferes with any other party’s ability to use and enjoy the Services, that interferes with RxReach’s or its service partners’ ability to provide the Services, or that otherwise may create legal liability for RxReach or its service partners in RxReach’s sole discretion. You shall not use the Services to violate the acceptable use policy or terms of service of any other service provider, including, without limitation, any Internet service provider. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Hacking, cracking into, or otherwise using the non-public areas of the Services or any other system without authorization.
Unauthorized probes or port scans for vulnerabilities.
Unauthorized penetration tests, traffic that circumvents authentication systems or other unauthorized attempts to gain entry into any system.
Web crawling which is not restricted to a rate so as not to impair or otherwise disrupt the servers being crawled.
Unauthorized network monitoring or packet capture.
Forged or non-standard protocol headers, such as altering source addresses.
Denial of Service (DoS) attacks of any kind.
Distributing unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
Operating network services such as: open proxies; open mail relays; or open, recursive domain name servers.
Sharing or publishing content from the Services to cause, or have the consequence of causing, the user of the content to be in violation of the Terms and this Policy.
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Spam. You shall not use the Services for purposes of distributing text messaging “spam,” bulk unsolicited messages, or any other form of unsolicited electronic communications distributed on a bulk basis to recipients with which you have no preexisting business or personal relationship. You shall not use the Services to collect responses from spam. You shall not harvest, collect, gather or assemble information or data of users, including e-mail addresses, without their consent. You are solely responsible for obtaining all necessary and appropriate rights, licenses and consents from those person(s) and entity(ies) with whom you message or otherwise communicate with via the Services, prior to commencing any such messaging or communication. Additionally, you shall not use the Services to send unwanted messages to individuals who have asked to stop receiving messages through any medium. To the extent required by Applicable Law, you must track and record all such requests specific to your business. You must also provide recipients of those MMS/SMS messages you send via the Services with conspicuous notice of their ability to opt-out from receiving any future text messages, by texting STOP in a stand-alone message with no additional characters or punctuation. Without limiting the foregoing, you shall not use the Services for, or in connection with, the following:
Sending pyramid schemes.
Sending chain letters.
Sending any mail in contravention of Applicable Law.
Altering or obscuring mail headers or assuming the identity of a sender without the explicit permission of that sender.
RxReach’s platform responds programmatically to the keyword STOP, and it works with a market leading digital security firm to monitor for and prevent spam.
CHANGES TO THIS POLICY. This Policy is subject to occasional revision at the sole discretion of RxReach. We will take reasonable steps to notify you of any material changes or modifications to this Policy by way of prominent notice on our website or by email, but you agree to review the website periodically to be aware of any changes or modifications. If you do not agree to the changes in this Policy, you must discontinue use of the Services. Your continued use of the Services shall be deemed your conclusive acceptance of any such revisions.
QUESTIONS OR SUPPORT
We understand that there are quite a few rules to read and absorb. If you have any questions, please feel free to reach out to us at info@RxReach.com