Rx Learning Center Terms and Conditions

 

 1. Binding on You:

 

These Terms and Conditions (“T&Cs”) are between Comprehensive Pharmacy Services, LLC, a Delaware limited liability company (“CPS”) and You, the website user (“You” or “Your”).

 

Through this website, Rx Learning Center (“RxLC”), CPS is making available to You certain tools, resources, data and other information (the “CPS Information”) in connection with the “Client’s” relationship with CPS and/or its affiliates.  As used herein, the “Client” means either Your employer (if it has the relationship with CPS and/or its affiliates) or the company which has such a relationship with CPS and/or its affiliates and to which You are providing services (e.g., as agent or contractor or sub-contractor).

 

You agree that You shall not access RxLC or the CPS Information therein for any purpose not authorized by the Client, including for any personal purposes (except to obtain educational credit for active personal professional licenses) or on behalf of any other person or entity.

 

By accessing RxLC, You are agreeing to these Terms and Conditions. 

 

If You do not agree with any of these Terms and Conditions, You must immediately cease using RxLC. 

 

 2. The Client Agreement:

 

Your use of this RxLC may also be subject to the terms of any written agreement that has been or may be entered into between the Client and CPS (or any of its affiliates), and the terms of any such agreement (the “Client Agreement”) shall control for purposes of this use over any inconsistent terms in these T&Cs. 

 

 3. Account Info.:

 

In order to use RxLC, You must register to create an account through an account administrator.  In doing so, You are providing personal information to CPS.  You agree that all such information You provide will be accurate and current.  You agree not to share Your log-in information (user name and password, Your “Account Info.”) with others.  CPS’s collection or Your personal information will be subject to CPS’s Privacy Policy which can found at https://cps.com/privacy-policy.  Additionally, You represent that You, as a user, are older than 18 years of age.  If you choose to pursue credit through the Accreditation Council for Pharmacy Education (“ACPE”) and National Association of Boards of Pharmacy (“NABP”) credit, the following personal information about you may be shared with third-party service providers, including CPE Monitor®:  NABP e-Profile ID, date of birth, and participant type (which indicates your professional licensure or certification, such as pharmacist or pharmacy technician).

 

 4. CPS Confidential Information and Intellectual Property:

 

You agree that all CPS Information You access via RxLC and all other non-public information of CPS and its affiliates You have access to as part of the Client’s relationship with CPS is CPS’s confidential information and/or trade secrets (“CPS Confidential Information”), including, without limitation, CPS and its affiliates sales and financial data, requests for proposals, requests for information, project plans, IT strategies, forecasts, employee and vendor information, operational processes and procedures, business methods, software, hardware and other systems (including all documentation, code and specifications), and software, hardware and other systems designs, architectures, structure and protocols, products, processes, inventions, methods, trade secrets, information as to employees, patients and customers, distribution, or administrative processes and related information, pricing information, or usage data, and any other information You have access to.  You agree to hold all such information in strict confidence and to not disclose it to any other person or entity, subject to any exceptions in the Client Agreement.  Except for any information which CPS or its affiliates have agreed in the Client Agreement will be owned by the Client, You agree that all information (except for Your personal information), data You submit to RxLC will be solely owned CPS, including any feedback, suggestions or comments regarding improvements to CPS’ (or its affiliates’) services, RxLC or other CPS Confidential Information.

 

Nothing in these T&Cs: (a) transfers any ownership in CPS’s intellectual property (including, without limitation, its copyrights, patents, trademarks, service marks, trade secrets) to You or the Client; nor (b) grants You the right to make derivative works of the foregoing.  CPS reserves all rights in the foregoing and You hereby agree to transfer ownership of any derivate works You create from CPS’s intellectual property to CPS.  Subject to the these T&Cs and the continuation of the Client’s relationship with CPS and/or its affiliate, You are granted a personal, nontransferable, nonexclusive, revocable, limited license to use RxLC and the CPS Confidential Information, which license is automatically terminated upon the earlier of: (1) termination or expiration of the Client’s relationship with CPS and/or its affiliates, or (2) Your separation or termination from the Client, or the termination of your status as an agent, contractor, or sub-contractor of the Client, and which license can be terminated, at any time, by CPS as provided for below.

 

 5. Federal Defend Trade Secrets Act of 2016:

 

Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.  Nothing herein is intended or should be construed, to affect the immunities created by the Defend Trade Secrets act of 2016.

 

 6. Acceptable Use:

 

You will only use RxLC and CPS Confidential Information in connection with the Client’s relationship with CPS and/or its affiliates.  You will comply with all applicable laws and regulations while using RxLC and CPS Confidential Information.

 

You will not use RxLC to:

 

  • Download any CPS Information from RxLC;

 

  • Without CPS’s prior written permission, print any CPS Information from RxLC;

 

  • Transmit or display any individually identifiable health information;

 

  • Submit, transmit or display any material or information that:

o       is false, disparaging, obscene, harassing, or otherwise objectionable in CPS’s sole discretion;

o       constitutes advertising, junk mail or includes any form of solicitation (including solicitation for employment);

o       contains any virus, trojan horse or other malicious code;

o       contains any “script” or other automated use of RxLC;

o       contains any component that inhibits any other user’s use or enjoyment of RxLC, or disables or disrupts RxLC or any equipment or software connected to RxLC;

o       contains misleading indications of the origin of any content transmitted to RxLC;

o       violates or infringes the intellectual property rights of any third party; and/or

o       promotes or commits conduct that may violate any law or regulation or otherwise result in liability for You, CPS or its affiliates or the Client.

 

  • Use or attempt to use another user’s Account Info.;

 

  • Solicit or collect personal data about other users, including contact information, names or Account Info.;

 

  • Disassemble, decompile or reverse engineer any software that is a part of RxLC; and/or

 

  • Access or attempt to access any portion of RxLC to which You have not been explicitly granted access.

 

Further, You will not: (a) use RxLC or any CPS Provided Information to compete with CPS or its affiliates; nor (b) directly or indirectly authorize (or assist) anyone else to take actions prohibited under these T&Cs.

 

 7. Third-Party Web Sites:

 

For Your convenience, RxLC may contain links that will redirect You to web sites, pages, iframes or other resources operated by other organizations (each a “Third-Party Web Sites”), including those of the Client. Your use of Third-Party Web Sites is strictly at Your own risk and CPS does not endorse the material found on such Third-Party Web Sites.  As a result, You agree that CPS has no liability for any damages You may incur as a result of Your use of such Third-Party Websites.

 

 8. IP Infringement – DMCA Notice:

 

If You believe that any material or information on RxLC is an unauthorized replication of Your proprietary work or otherwise infringes Your intellectual property rights, please provide CPS notice containing the following information:

 

  • A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • A description of the copyrighted work or other intellectual property that You claim has been infringed;
  • A description of where the material that You claim is infringing is located on RxLC site;
  • Your address, telephone number, and email address;
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

 

CPS’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: by mail: Executive Vice President and General Counsel, Comprehensive Pharmacy Services, LLC, 5050 Bradenton Ave., Dublin, Ohio 43017.

CPS respects the intellectual property of others, and we ask the users of RxLC to do the same. CPS may at its discretion limit, disable and/or terminate the access of any users who may be infringing the intellectual property of third parties.

 

 9. Warranty Disclaimers:

 

CPS makes reasonable efforts to present accurate information on RxLC; however, it is possible that information found on this website may be out-of-date.  Any pharmaceutical, medical and health-related information presented on RxLC is general in nature. CPS does not furnish or render pharmaceutical or other health care services via RxLC. Therefore, the information presented on this website is not a substitute for, nor is it intended to be, professional advice, diagnosis or treatment.  The information is made available to You for educational and informational purposes only and does not constitute the practice of pharmacy, medicine, the practice of law and/or as a substitute for consultation with a professional.  RxLC does not constitute an offer to sell or promote any product or service.

 

The CPS Information may include information regarding therapeutic and generic alternatives for certain prescription drugs (collectively, the “Products”), and may describe uses for products or therapies that may or may not have been approved by the Food and Drug Administration. The CPS Information is for informational and educational purposes only. It is not pharmaceutical or medical advice and does not constitute a recommendation or endorsement by CPS of such Products or uses of such Products.

 

Subject only to the terms of the Client Agreement, RXLC AND CPS CONFIDENTIAL INFORMATION AVAILABLE ON RXLC (OR OTHERWISE MADE AVAILABLE) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CPS SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES. Although CPS uses secure Internet connection technology that are generally regarded to be reliable, You acknowledge that no system can perfectly guard against risks of intentional intrusion or inadvertent disclosure of information. The transfer of data and information over the Internet using RxLC is beyond the control of CPS. YOU HEREBY EXPRESSLY ASSUME ON YOUR AND THE CLIENT’S BEHALF THE SOLE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF RXLC, INCLUDING WITHOUT LIMITATION ANY SUCH OCCURRENCE THAT MIGHT RESULT FROM VIRUSES, MALWARE, SPYWARE OR OTHER MALICIOUS SOFTWARE WHETHER SUCH MALICIOUS SOFTWARE RESIDES ON YOUR COMPUTER OR RXLC.

 

 10. Limitation of CPS’s Liability:

 

Subject only to the terms of the Client Agreement and except as expressly provided below, CPS WILL NOT BE LIABLE TO YOU OR YOUR COMPANY FOR ANY LOSS (TANGIBLE OR INTANGIBLE) OR DAMAGES OF ANY KIND ARISING FROM OR RELATED TO CPS’S OPERATION OF RXLC OR YOUR OR YOUR COMPANIES USE OF RXLC. UNDER NO CIRCUMSTANCES SHALL CPS BE LIABLE TO YOU OR YOUR COMPANY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF HOW THE DAMAGES ARE INCURRED OR THE THEORY OF LIABILITY, INCLUDING CLAIMS BASED UPON ALLEGED NEGLIGENCE BY CPS. THE LIMITATIONS ON CPS’S LIABILITY APPLY REGARDLESS OF WHETHER CPS HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY THAT SUCH LOSSES OR DAMAGES MAY OCCUR.

 

You agree that the limitations on CPS’s liability in these T&Cs apply even if the remedy available to You fails of its essential purpose or does not fully compensate You or the Client for any losses.   If any provision in these T&Cs limiting CPS’s potential liability is determined to be unenforceable by a court or other authority with jurisdiction to decide the matter then CPS’s liability shall be capped $1,000 in total.

 

 11. Indemnification of CPS by You:

 

You agree to defend, indemnify and hold CPS harmless from any third-party claims arising out of or related to Your use of RxLC and CPS Confidential Information.

 

 12. Changes to T&Cs and You Right to Access RxLC:

 

CPS may change these T&Cs at any time by posting a subsequent version on RxLC. You are responsible for periodically reviewing these T&Cs and to discontinue Your use of RxLC use if You do not agree to any such changes. Your continued use of RxLC following such changes constitutes Your acceptance of the new T&Cs, regardless of whether CPS notified You of the changes.

 

You agree that CPS may cease providing RxLC or make any changes to RxLC’s features, functionality and content at any time and without prior notice to You. You also agree that CPS may terminate Your access to RxLC (which shall automatically terminate Your license hereunder), without prior notice to You for any reason that CPS, in its sole judgement, deems appropriate.

 

 13. Choice of Law:

 

This T&Cs shall be governed by the laws of the State You are in without regard to its rules regarding conflicts of law; provided that any dispute which is covered by the Client’s Agreement with CPS or its affiliates shall be subject to the “Choice of Law” provision in such agreement, if any.

 

 14. Survival of Terms and Severability.

 

If CPS chooses to discontinue RxLC or Your use thereof, or You choose to discontinue Your use of RxLC, then these T&Cs and Your right to use RxLC shall immediately terminate; however, any terms and conditions of these T&Cs that would, by their nature, survive the termination or expiration of these T&Cs shall so survive, including Section 4, Section 8, Section 9, Section 10, Section 11, and Section 13.  All provisions of these T&Cs are intended to apply to the maximum extent permitted by law. If any provision (or part thereof) is held to be invalid or unenforceable by any proper court or authority, then such provision (or part) will be deemed removed from these T&Cs, but all other terms and conditions will remain in full force and effect. You agree that any provision (or part) so removed shall be replaced with a provision designed to achieve a result as near as possible to that of the provision (or part) so removed to the maximum extent permitted by law.

 

 15. Entire Agreement.

 

These T&Cs constitutes the entire agreement between You and CPS regarding RxLC and supersedes all prior agreements, representations or understandings respecting RxLC.  Notwithstanding the previous sentence, these T&Cs remain subject to the Client Agreement, if one exists.  Nobody, including any representative of CPS, is authorized to make any changes or modifications to these T&Cs other than changes that are instituted through the authorized posting by CPS of subsequent versions of these T&Cs on RxLC. You are not entitled to act or rely on any representations to the contrary. A failure by CPS to enforce any provision of these T&Cs, or a waiver by CPS of any breach of these T&Cs, shall not act as a bar to subsequent enforcement of such provision or be deemed a waiver of any subsequent breach.


© Copyright 2022 CPS Solutions, LLC. All rights reserved.