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PLEASE READ THESE PLATFORM TERMS OF USE (THIS "AGREEMENT") CAREFULLY BEFORE USING THIS WEBSITE, ANY ACCOUNT YOU CREATE OR USE ON THIS WEBSITE, OR ANY RELATED PLATFORM OR SERVICES OFFERED BY GRAPHITERX, (COLLECTIVELY, THE “SITE ”). THIS AGREEMENT AND ALL TERMS AND CONDITIONS REFERENCED HEREIN SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE, WHETHER YOU ARE A SELLER, BUYER, OR OTHER USER OF THE SITE (EACH, A “USER” AND, COLLECTIVELY, “USERS”).

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“GraphiteRx,” “we,” “us,” “our” or “ours,” as used herein, refers to GraphiteRx Inc. and its affiliates.

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“User” or “you” refers to the individual accessing the Site, the entity that such individual represents, and its affiliates. A “Party” refers to us or you and the “Parties” refers to us and you.

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By using the Site in any manner, you agree to be bound by this Agreement, including those additional terms and conditions, terms of use, and policies referenced in this Agreement.

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This Agreement may conflict with other agreements, terms and conditions, licenses, and other policies that apply to Buyer or Seller (collectively, “Outside Terms”). By way of example, and without providing an exhaustive list:

• A Seller may be a party to an agreement with Buyer or Buyer’s group purchasing organization, which establishes specific terms and conditions relating to Buyer’s purchase of products from Seller, including with respect to pricing, volume, rebates, or the payment of GPO administration fees.

• Seller may have a return policy that governs the return of Products purchased through Marketplace Transactions.

• A Seller or Buyer may have its own privacy policies that govern the use of certain information and data.

• If a Buyer is using GraphiteRx’s order management solution to manage orders from multiple suppliers and trading partners which are not Sellers, there may be separate terms that exist between the Buyer and the suppliers and trading partners may apply to orders managed through the Site.

 

“GraphiteRx T&Cs” means this Agreement, and all applicable terms, conditions, terms of use, and policies described herein, including to the GraphiteRx Privacy Policy, Graphite Financial Solutions Terms of Service for Sellers,  Graphite Financial Solutions Terms of Service for Buyers, the Graphite Marketplace Terms and Conditions, and any separate written agreement or order form that GraphiteRx has with you.

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In the event of a conflict between (i) the GraphiteRx T&Cs Terms, and (ii) any Outside Terms that are agreed to between a Buyer and Seller, or which otherwise apply to a Buyer and Seller’s commercial relationship, the GraphiteRx T&Cs will always govern with respect to any rights or obligations between GraphiteRx and the Buyer or Seller.

 

We reserve the right to modify or amend this Agreement from time to time, in our sole discretion, and we will provide Users with notice of such change or changes via reasonable methods and by posting the changes on this page. No changes will apply retroactively, and changes will become effective no sooner than thirty (30) days after they are posted. However, changes addressing new functions for a service or changes made to comply with legal requirements may be effective immediately. By continuing to use the Site after a revision to the Agreement is posted and becomes effective, you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.

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If you have any questions, please refer to the “Contact Us” section below.

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Authorized Use

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This Site may only be used by Users who are healthcare professionals affiliated with a Buyer or a Seller, or their authorized representatives. A “Buyer” under this Agreement is a healthcare provider, hospital, pharmacy or clinic or an individual or entity in an administrative or operational position that supports the healthcare purchasing activities of such entity. A “Seller” under this Agreement is a manufacturer or distributor of products sold to Buyers in accordance with Applicable Laws.

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The Site and all of its contents, features, and functionality are owned by GraphiteRx, its licensors, or other providers, as applicable, and are protected by intellectual property rights laws. Use of the Site does not give you ownership of any intellectual property rights in our Site or Site Content.

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Subject to your strict compliance with the terms of this Agreement and the timely payment of any and all applicable fees (if and when due), we grant you a non-exclusive, non-transferable, revocable, non-sublicensable, limited right and license (with no right of sublicense), to access and use the Site and view Site Content to which you are permitted access solely for your own legitimate and internal business purposes as contemplated by this Agreement and only to the extent that such use is permitted by Applicable Laws.

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Information provided by Users during the account registration process and thereafter must be truthful, current, accurate, and complete. we reserve the right to temporarily suspend or permanently terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.

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You agree that all information you provide to register for an account through GraphiteRx, and any information you provide in your interaction with us or the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with our Privacy Policy.

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You are responsible for maintaining the confidentiality of your account and safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your account.

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Buyers and Sellers may contact and communicate with each other directly through the Site’s messaging feature. You agree to use the messaging feature only for legitimate business purposes, such as responding to a question about a product or the status of an order or resolving a business issue.

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We have the right to disable any Buyer, Seller, or any other User, or their username or password, or terminate their ability to use the Site, at any time in our sole discretion, if we have a reason to believe that they have violated any provision of these Terms or Applicable Law, or in order to otherwise comply with our security and other policies.

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We reserve the right to modify the Site and Site Content at any time and without advance notice.

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Except as expressly granted by this Agreement, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by GraphiteRx, its licensors, or others. If you violate the rights of GraphiteRx, its licensors, or others, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made from your access to the Site or Site Content.

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Restrictions on Use

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Except with our prior express written permission, a User will not, directly or indirectly:​

1. 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 Site or any software, documentation or data related to the Site (“Software”);

2. modify, translate, or create derivative works based on the Site or any Software;

3. use the Site 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;

4. use any robot, spider, scraper, data mining tools, data gathering, or extraction tools, or other automated means to access the Software or Site for any purpose;

5. remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices or labels incorporated in or accompanying the Site or Site Content;

6. access the Site for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes or probe, scan, or test the vulnerability of the Site or a GraphiteRx network or breach any security or authentication measures;

7. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site, Software, or any Site Content;

8. post, upload, publish, submit, or transmit any content that: (a) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity, or privacy; (b) violates, or encourages any conduct that would violate any Applicable Law or regulation or would give rise to civil liability; (c) is unreliable, incomplete, inaccurate, fraudulent, false, misleading, or deceptive; (d) is defamatory, obscene, libelous, pornographic, vulgar, offensive or otherwise objectionable by reasonable business standards; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances;

9. modify, adapt, or hack the Site or Software or modify another website so as to falsely imply that it is associated with GraphiteRx or engage in activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Site) or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

10. remove or export from the United States or allow the export or re-export of the Site, 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;

11. use the Site in violation of this Agreement, any Terms, or any Applicable Law, (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);

12. 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; or

13. Encourage or enable any other third party to do any of the foregoing.

 

We will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law, including in coordination with law enforcement authorities. You acknowledge that we have no obligation to monitor Your access to or use of the Services or Site Content or to review or edit any Site Content but we have the right to do so for the purpose of operating the Site, to ensure Your compliance with this Agreement, to investigate a complaint or to comply with Applicable Law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to terminate access to the Site or remove or disable access to any Site Content that we, in our sole discretion, consider to be in violation of this Agreement or otherwise harmful to the Site.

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Intellectual Property

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The Site and Site Content are each protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Site Content (excluding content provided by you), including all associated intellectual property rights, are the exclusive property of GraphiteRx, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under this Agreement.

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Additionally, GraphiteRx is the owner of pending, registered and/or unregistered trademarks, trade dress, and trade names appearing on the Site, including the GraphiteRx name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without our prior written permission.

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Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties. No endorsement by or affiliation with these third-party trademark owners is intended by reference to any third-party trademarks herein.

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We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback”). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

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Content

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General - To make the Site more useful for Users, the Site incorporates, uses, and presents information from GraphiteRx, Sellers, suppliers, trading partners, Buyers, and other third parties (collectively, “Site Content”). Site Content is made available to you solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of Site Content. Any reliance you place on such Site Content is strictly at your own risk. We do not claim any ownership rights in any content provided by you and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any of your content.

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You acknowledge and agree that you are solely responsible for any and all content that you make available through the Site and/or any of our promotional or other initiatives or events. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such content or you have all rights, licenses, consents, and releases necessary to grant to us the rights in such content as contemplated under this Agreement; and (b) neither the content nor any portion thereof nor your posting, uploading, publication, submission or transmittal of the content or GraphiteRx’s or any other User’s use of the content (or any portion thereof) in accordance with this Agreement on, through or by means of the Site and/or third party platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy.

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We take no responsibility and assume no liability for any content posted by you or any third party on your behalf, and you agree to indemnify us per the terms of the Indemnification section herein. We disclaim all liability and responsibility arising from any reliance placed on Site Content by you or any other User of the Site or by anyone who may be informed of any Site Content.

 

Buyer Content - In order to realize the benefits of using the Site, Buyers can provide or otherwise make content available to us for use in connection with the Site. This content may include, without limitation, information on the Buyer and its facilities and users, products purchased by the Buyer, and Product Pricing to which a Buyer is eligible (collectively, “Buyer Content”).

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For these purposes, if you are affiliated with a Buyer, you hereby grant to us a worldwide, perpetual, non-exclusive, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, or present (through any means necessary) such Buyer Content to Sellers that you are evaluating or purchasing products from, through or by means of the Site and/or any of our promotional or other initiatives or events. This license granted by you to us also includes for us the right to sublicense the Buyer Content to a Seller which you are evaluating or purchasing products from, for the limited purpose of Seller’s viewing, evaluating, or selling Seller’s products to you. 

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If you are affiliated with a Buyer, you also acknowledge and agree that we are authorized by you to provide to Sellers basic identifying information on your entity and related facilities, provided, however, we will not disclose to a Seller any details of your purchase activity which do not relate to your purchase of that Seller’s products.

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3rd Party Content - The Site includes content provided by third parties, including materials provided by other users and third-party licensors, and may contain links to third-party websites or resources (“3rd Party Content”). Links to 3rd Party Content do not imply any endorsement by us. You acknowledge and agree that GraphiteRx is not responsible or liable to you for (i) the availability, content, or accuracy of such 3rd Party Content; or (ii) any other content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any 3rd Party Content.

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Seller Content - In order to realize the benefits of using the Site, Sellers can provide or otherwise make content available to us for use in connection with the Site. This content may include, without limitation, information on the Seller, products offered by the Seller, Product Pricing and Seller’s procedures and policies relating to products offered and sold through the Site (collectively, “Seller Content”).

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For these purposes, if you are affiliated with a Seller, you hereby grant to us a worldwide, perpetual, non-exclusive, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, or present (through any means necessary) such Seller Content to Buyers, through or by means of the Site and/or any of our promotional or other initiatives or events. This license granted by you to us also includes our right to sublicense the Seller Content to a Buyer for the limited purpose of Buyer’s viewing, evaluating, or purchasing Seller’s products.

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Product Pricing - You acknowledge and agree that pricing information included in any Seller Content (“Product Pricing”) is not known to the general public. You agree that: (a) all Product Pricing will remain the Seller’s exclusive property; (b) you will use Product Pricing only as is reasonably necessary to use the Site for evaluating or purchasing products; (c) you will not otherwise disclose Product Pricing to any other person or third party; (d) you will take all reasonable measures to protect the Product Pricing against any use or disclosure that is not expressly permitted in this Agreement, and (e) if you become aware that Product Pricing was provided to you in error, to immediately cease any use of such Product Pricing, delete any copies and promptly notify us thereof.

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You acknowledge that Sellers may offer different Product Pricing for the same products to different Buyers based on a variety of factors, including but not limited to, volume and usage. We maintain Product Pricing information as confidential and disclaim any obligation or duty to inform a Buyer of the Product Pricing offered to another Buyer.

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We will use commercially reasonable efforts to update Product Pricing on the Site in a timely manner and in accordance with a Seller’s instructions. However, we are not responsible for the timeliness, completeness, reliability, or accuracy of the Product Pricing information provided on the Site or by us through other means and we make no representations or warranties with respect to, and assume no liability for, any Product Pricing provided or posted by a Seller or used by a Buyer or any other User.

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If a Buyer is eligible for a specific price, discount, or any other concession from a Seller, supplier or trading partner, (a) the Buyer should confirm that the Product Price offered by the Seller through the Site is accurate prior to placing an order for such product, and (b) the Seller should review and confirm the price included in the order prior to confirmation of the order.

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Relationship of the Transacting Parties

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You acknowledge that we are not responsible for negotiating, entering into, complying with, or maintaining any applicable contractual terms and conditions between a Buyer and any Seller, supplier or trading partner and we disclaim any responsibility or liability with respect thereto. In the case of a dispute between a Buyer, on the one hand, and a Seller, supplier, or trading partner, on the other hand, we (and our affiliates and subsidiaries, and their respective officers, directors, employees and agents) shall be released from any claims, demands, and damages (actual or 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 that you may know or suspect to exist in your favor at the time of agreeing to this release.

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Electronic Communications

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By registering to use and/or using the Site, you acknowledge that we may send you announcements, administrative messages, or other information and may contact you by phone, email, text message, or other electronic means. When you use the Site or send e-mails to us, you are communicating with us electronically and consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

Calling and SMS Messages

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You may have the option to receive telephone calls and text (SMS) messages from us. By enrolling to receive such calls or messages, you consent to receive these communications from us or our affiliates concerning your use of the Site and Services. These communications may include, but are not limited to, transactional messages related to your use of the Site and Services. You may unsubscribe from these communications at any time by following the instructions set forth on the enrollment page. Alternatively, you may unsubscribe from SMS messages by texting “STOP” to the message received, or by contacting us to unenroll from these communications.  See “Contact Us” below.

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Privacy

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For information about our data practices, please review our Privacy Policy at www.GraphiteRx.com/privacy.

By accessing or using the Site, you agree that we can collect, use and share your information in accordance with the GraphiteRx Privacy Policy, which is incorporated into and a part of this Agreement.

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Sellers, suppliers, and trading partners with which a Buyer transacts through GraphiteRx may have their own privacy policies relating to their collection and use of a User’s data. Please contact the Seller, supplier, or trading partner for information on their privacy policy.

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Disclaimer of Warranties

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We shall use reasonable efforts consistent with prevailing industry standards to maintain the Site in a manner that minimizes errors and interruptions in or to the Site. The Site 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 our reasonable control. GraphiteRx shall use reasonable efforts to provide advance notification in writing, by e-mail, or by notification posted on the Site, of any scheduled service disruption during normal business hours.

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We do not warrant that the Site or any other solutions or services offered by us will be uninterrupted or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Site, Software, Site Content, or any other solutions or services offered by us. YOUR USE OF THIS SITE, SITE CONTENT, AND ANY SOLUTIONS OR SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SITE, SITE CONTENT, SOFTWARE AND ANY OTHER SOLUTIONS OR SERVICES OFFERED BY  US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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We cannot and do not guarantee or warrant that files available for downloading from the Site, or through email communication will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to protect yourself, your information, and your property from viruses or other destructive code. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, NETWORKS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SOLUTIONS OR SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR ON ANY WEBSITE LINKED TO IT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED, DISCLAIMED, OR LIMITED UNDER APPLICABLE LAW.

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Limitation on Liability

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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR 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 THIS AGREEMENT 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, SOLUTIONS OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF (1) THE FEES PAID BY YOU TO US UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, OR (2) $25,000, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Your acceptance of this limitation of liability is an essential term and we would not grant you access to the Site(s) without your agreement to this essential term this Agreement. If you are a California resident, you waive your rights with respect to California civil code section 1542, which indicates “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.” Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

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Indemnification

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GraphiteRx shall defend, indemnify and hold you (and your respective affiliates and subsidiaries, and their respective officers, directors, employees, and agents) harmless from liability to third parties resulting from infringement by the Site, Software or Site Content 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 Site, Software, or Site Content (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 a User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where a User’s use of the Site, Software, or Site Content is not strictly in accordance with this Agreement. If due to a claim of infringement, the Site, Software or Site Content is held by a court of competent jurisdiction to be or is believed by GraphiteRx to be infringing, GraphiteRx may, at its option and expense (a) replace or modify the Site, Software or Site Content to be non-infringing, (b) obtain for Users a license to continue using the Site, Software or Site Content, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and any User rights hereunder and provide User a refund of any prepaid, unused fees for the Site, if applicable.

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You and we shall each defend, indemnify and hold the other (and such Party’s respective affiliates and subsidiaries, and their respective officers, directors, employees, and agents) harmless from liability to third parties for any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from a violation of this Agreement.

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Copyright

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We respect the intellectual property of others. If you believe that materials hosted by us infringe your copyright, you may send us a notice to the address listed under the “Contact Us” section below requesting that the material be removed, or access to it blocked. Your notice must include:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A specific description of where the material that you claim is infringing is located on the Site;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright 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 owner or authorized to act on the copyright owner's behalf.

 

Representations

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You and we each represent and warrant to the other Party: (a) the entity that we represent is duly organized, validly existing, and in good standing under the Applicable Laws of the United States and the state in which our business is registered; (b) we have all requisite right, power, and authority to enter into this Agreement, perform our obligations, and grant the rights, licenses, and authorizations in this Agreement; and (c) all of our subcontractors, agents and suppliers will comply with all Applicable Laws in our performance of our obligations and in the exercise of our rights under this Agreement.

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Insurance

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Each Party will, at its own expense, procure, maintain, and keep in full force and effect during the term of this Agreement insurance to protect against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of this Agreement, in amounts that are customary for the industry and transactions of this type, but in no event less than the amounts required by Applicable Law with respect to such Party.

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No Endorsement

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Information provided on the Site is for your convenience only. We do not endorse the promotions, products, publications or services of any third parties. We do not warrant or validate the advertisements, promotions, communications, or other materials of any third party. Any views expressed by third parties on this Site are solely the views of such third party and we assume no responsibility or liability for the accuracy of any statement made by such third party. It is your responsibility to evaluate the quality and competence of any vendor, and to obtain any supplemental information regarding such vendor as you may deem necessary. You should perform your own investigation into the qualifications and credentials of a particular vendor before ordering products from such vendor. We are not responsible for cancelled or missed deliverables, nor shall we be responsible for any damages or injuries resulting from the misuse or unavailability of any products or services delivered or undelivered by any vendor.

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Geographical Restrictions

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We provide this Site for use only by persons located in certain locations within the United States. We make no claims that the Site and Services herein provided are accessible or appropriate outside of those locations within the United States. If you access the Site or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

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Termination

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We will have the right to temporarily suspend or permanently terminate your, and your organization’s use of the Site, and/or terminate this Agreement, in our sole discretion (i) without any prior notice to you in the case that we have a reason to believe that you have breached or are expected to breach, any term of this Agreement, or (ii) without cause, with thirty (30) days advance written notification to you.

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You may terminate your relationship with us at any time by contacting us provided that any amounts owed to us prior to termination, must be paid promptly.

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Survival

Upon termination of this Agreement, each Party shall remain bound by any and all terms that, by their nature, should survive termination, including but not limited to ownership provisions, disclaimers, indemnity, limitations of liability, and payment obligations that arose prior to termination.

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General

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This Agreement (and any updates hereto) and all terms and conditions, terms of use, and policies referenced herein, represent the entire agreement between you and us with respect to the subject matter hereof and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements between us. A waiver or failure to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any other rights established herein or under law. If any provision of this Agreement is found to be invalid, the Parties nevertheless agree that the trier of fact should endeavor to give effect to the Parties’ intentions as reflected in the Agreement and that the remainder of the Agreement shall remain in full force and effect. Our rights under this Agreement are freely assignable. You may not assign this Agreement without our prior written consent, which shall not be unreasonably withheld.

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Arbitration, Class Waiver and Governing Law

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You agree to arbitrate any dispute or claim that you may have with us that arises out of or relates in any way to the Site or this Agreement. Such arbitration shall be governed by the terms of this Section and shall be final and binding on the Parties. You agree to waive any right to participate in a class action or other representative proceeding against us. Any arbitration proceeding under this Section will take place on an individual basis. If the arbitration provisions in this Agreement are found inapplicable to your dispute with us or otherwise unenforceable, this class waiver will continue to apply in litigation. You agree that this class waiver is an essential element of the agreement between you and us and your use of the Site and that this class waiver may not be severed. In the event this class waiver is deemed invalid or unenforceable, the entire agreement to arbitrate in this Section shall be null and void.

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Any dispute or claim subject to arbitration pursuant to this Section must be submitted to binding arbitration before a single arbitrator administered by JAMS pursuant to JAMS Streamlined Rules. The arbitrator will be bound by and will strictly enforce this Agreement and any additional terms or agreements between you and us and may not limit, expand or otherwise modify any of the provisions of the foregoing. Any arbitration will be held, at your option, in either New York, NY, Dallas, TX, San Francisco, CA, or Wilmington, DE, unless otherwise agreed upon by the Parties in writing and will be governed by and construed in accordance with the laws of the State of Delaware. You agree that your transactions with us evidence transactions in interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of this Section (notwithstanding the application of state law to any underlying claims).

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A Party that retains legal counsel to enforce this Agreement against the other Party shall be entitled to receive attorney’s fees and related enforcement costs if such enforcing Party prevails.

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You also agree that this Section shall survive the expiration or termination of this Agreement.

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Limitation on Time to File Claims

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YOU AGREE TO BRING ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS SITE OR THIS AGREEMENT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES. CLAIMS OR CAUSES OF ACTION NOT BROUGHT WITHIN ONE (1) YEAR OF ACCRUAL WILL BE PERMANENTLY BARRED.

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3rd Party Beneficiaries

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If you are a Buyer, the Seller of any products that you purchase through the Site or the owner of any Seller Content that you violate will be a third-party beneficiary of this Agreement. Similarly, if you are a Seller, the Buyer of any of your products that are purchased through the Site will be a third-party beneficiary of this Agreement. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Site in any manner.

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No Publicity

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Neither Party will issue any press release or make any public statement related to the Site, or, except as permitted under this Agreement, use the other Party’s name, trademarks, or logo, in any way (including in promotional material) without the other Party’s advance written permission, or misrepresent or embellish the relationship between us in any way.

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Contact Us

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GraphiteRx Inc.

Attn: Legal

210 25th Ave. North, Suite 1210

Nashville, TN 37203

Email: info@GraphiteRx.com

Phone: (925) 231-0100

 

 

This document was last updated on June 26, 2023

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