Community Guidelines for Borrow & Loan by GraphiteRx

The Borrow & Loan application (the "Service") is offered by GraphiteRx Inc. ("GraphiteRx", "us" or "we") for licensed pharmacies in the U.S. (each a, "Pharmacy") whose personnel (a "User") are authorized to use the Service on behalf of their organization. A Pharmacy and its Users are referred to herein, collectively, as "you". By using the Service, you agree to abide by the terms and conditions set forth in these guidelines (the "Guidelines").

Service

Our goal is to provide a technology solution for pharmacies to support each other in mitigating the effects of drug shortages. As such, the Service is being provided to you at no cost.

Requirements

In connection with using or accessing the Service, you will abide by these requirements:

  • GraphiteRx does not provide regulatory advice, and it is your responsibility to ensure that any product transfers that you initiate, receive or document through the Service or in reliance on the Service, comply with all applicable federal, state and local laws and regulations, including, without limitation those relating to transfers of controlled substances, transfers across state lines, or distribution license requirements for sale of products to non-affiliated pharmacies (e.g. state 5% rules);

  • While you may elect to receive payment for a transferred product, the Service should not be used for profit making purposes. It is acceptable within these guidelines to require payment to reimburse your costs, but use of the Service to price gouge or profiteer in any way will not be tolerated;

  • Do not disclose, transmit or provide to GraphiteRx or upload to any GraphiteRx systems any data or information that contains any protected health information (PHI), as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or any similar applicable laws;

  • Be respectful of other pharmacies and do not use the Service to distribute or post spam, unsolicited or bulk electronic communications to anyone, including other pharmacies and their personnel;

  • Do not post, list or upload content that is false, inaccurate, misleading, deceptive, defamatory, or libelous or otherwise violates any laws, regulations, third-party rights;

  • If a pharmacy helps you, and you agree to repay them in kind or by invoice, repay them as agreed unless you have a valid reason to delay or withhold such payment;

  • If you agree to provide or ship a product in response to another pharmacy's request through the Service, unless you have a valid reason to not fulfill your commitment, you should ship or provide such product on the terms that you agreed to with the other pharmacy;

  • Do not use the Service if you are not able to form legally binding contracts on behalf of yourself or your organization, or are temporarily or indefinitely suspended from using the Service;

  • Do not infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights that belong to or are licensed to GraphiteRx or belong to third parties affected by your use of the Service; and

  • You may not collect information about users without their consent. If you receive access through the Service to information about another user, you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Service. Additionally, you may not use any user information for marketing purposes, through electronic or other means.

Restrictions on Use

Except with the prior express written permission of GraphiteRx, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service ("Software"); (ii) modify, translate, or create derivative works based on the Service or any Software; (iii) use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party or commercialize any GraphiteRx application or any information or software associated with such application; (iv) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Software or Service for any purpose; (v) remove any proprietary notices or labels; or (vi) remove or export from the United States or allow the export or re-export of the Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

Termination of Service or Use

If we believe you are abusing the Service in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account and access to our Service and take any technical and/or legal steps to prevent you from using our Service.

We may also cancel unconfirmed accounts or accounts that have been inactive for a certain period. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Service to anyone for any reason at our discretion.

Rights

GraphiteRx shall own and retain all right, title and interest in and to (i) the Service and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with implementation or support of the Service or Software, and (iii) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, GraphiteRx shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information relating to your use of the Service and data derived therefrom), and GraphiteRx will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other GraphiteRx offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

Licenses

You grant GraphiteRx and GraphiteRx's affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services, processes, technologies, applications and systems any suggestion, enhancement request, recommendation, correction or other feedback provided by you to GraphiteRx. GraphiteRx shall have the right to use your trademarks, names and logos on websites and in marketing collateral for the purpose of promoting the Service.

Disclaimer of Warranties

GraphiteRx shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by GraphiteRx or by third-party providers, or because of other causes beyond GraphiteRx's reasonable control. GraphiteRx shall use reasonable efforts to provide advance notification on its website or by e-mail of any scheduled service disruption outside of normal business hours. However, GraphiteRx does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND GRAPHITERX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability

IN CONSIDERATION OF THE FACT THAT THE SERVICE IS PROVIDED TO YOU AT NO COST AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, GRAPHITERX AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, AGENTS, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE GUIDELINES OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND GRAPHITERX'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS IN EXCESS OF $100, IN EACH CASE, WHETHER OR NOT GRAPHITERX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, employees, consultants and contractors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

GraphiteRx shall defend, indemnify and hold you (and your respective affiliates and subsidiaries, and your and their respective officers, directors, employees and agents) harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided GraphiteRx is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; GraphiteRx will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by GraphiteRx, (ii) that are modified after delivery by GraphiteRx, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where your use of the Service is not strictly in accordance with these Guidelines. If, due to a claim of infringement, the Service is held by a court of competent jurisdiction to be or are believed by GraphiteRx to be infringing, GraphiteRx may, at its option and expense (a) replace or modify the Service to be non-infringing, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate your use of the Service.

You will indemnify and hold us (our officers, directors, agents, employees, consultants and contractors) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Guidelines, your improper use of the Service or your breach of any law or the rights of a third party.

General

Unless you and we agree otherwise, you agree that any claim or dispute that has arisen or may arise between you and GraphiteRx must be resolved exclusively by a state or federal court located in Wilmington, DE. If any provision of these Guidelines is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

In our sole discretion, we may assign these Guidelines, following notification by email to you or by posting such notification on our website. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

We may modify, add to, or remove terms in these Guidelines at any time by posting the amended terms on our website and/or with notification to you by email. Your continued access or use of our Service constitutes your acceptance of any amended terms. No other amendments of these Guidelines will be binding on us unless such amendment is through a written agreement by you and GraphiteRx that explicitly references these Guidelines.

You represent that you are authorized to act on behalf of your organization and bind the organizations to these Guidelines. Such account shall be owned and controlled by your organization. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Guidelines.

The following Sections shall survive any termination of the Service pursuant to these Guidelines: Restrictions on Use, Rights, Licenses, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity and General.

These Guidelines and all terms and policies posted through our Service set forth the entire understanding and agreement between you and GraphiteRx and supersede all prior understandings and agreements of the parties.

501 Union Street, Suite 600B

Nashville, TN 37219

info@GraphiteRx.com
925.231.0100

© 2019-2020 GraphiteRx Inc.  All Rights Reserved.

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