These Terms of Service (the “Agreement”) are effective as of the date you return a signed copy of this Agreement or click “I agree to the terms of service” at the bottom of this Agreement (“Effective Date”). This Agreement is between NiceRx Ltd, a UK company (“NiceRx,” “our,” “us,” or “we”) and you (“I,” “my,” “you,” or “your”). NiceRx and you are individually a “party,” and collectively, the “parties.”
Pharmaceutical companies provide prescription medications at no charge to eligible low-income individuals with a valid prescription through prescription assistance programs (“PAP” or “PAPs”). Each participating pharmaceutical company makes its own eligibility requirements and determination if an applicant is eligible to participate in its PAP. You may not qualify for a PAP because of your age, income level, insurance coverage, or not having a valid prescription. Under this Agreement, we will assist you to identify a PAP for which you may be eligible and submit your PAP application; and if you are eligible for a PAP, assist you with filling your prescriptions (collectively, the “Services”). You shall provide us with complete and accurate information. You grant us a limited power of attorney to act on your behalf to attempt to enrol you in a PAP, including by signing PAP applications on your behalf. Through a separate, standalone release of information form, we will seek your authorization to have your physicians to release medical information to us relating to the Services. We will notify you in writing when a PAP has approved your application for a medication.
So that we can perform the Services, we may ask you to provide your name, a method by which to contact you (such as a telephone number or email address), your location, certain protected health information (“PHI”), non-public personal information, credit card information, and other information (collectively, “Personal Information”). NiceRx will share your Personal Information with subsidiaries, branches or associated offices. We will also share your Personal Information with our service providers to provide the Services, it being understood that NiceRx contracts with such service providers to provide certain aspects of the Services. These kinds of disclosures will occur as part of our “Health Care Operations,” as contemplated by 45 CFR 164.501.
We will process your Personal Information for the following purposes as is necessary for the performance of a contract between you and us (i.e. the Agreement), or to answer questions or take steps at your request prior to entering into a contract:
- To create and administer your account;
- To fulfil our obligations under the Agreement; and
- To notify you about changes to our Services, and to send you service emails relating to the activities you have asked us to undertake on your behalf.
You are responsible for keeping your Personal Information current. Under the Agreement, you grant us explicit consent to contact pharmaceutical companies (to apply to their prescription assistance programs (“PAP” or “PAPs”) and obtain prescription medications for which you may qualify) and your physicians, and you permit us to send to and receive from PAPs participants and your physicians your Personal Information with the possible exception of protected health information (“PHI”) for which we may seek to have you sign a separate, standalone release of information form authorizing us to disclose your PHI to specific persons and entities.
We will process your Personal Information for the following purposes as necessary for certain legitimate interests, and where you have given your express, informed consent to such processing as required by applicable law (such consent can be withdrawn at any time):
- To resolve any disputes;
- To ensure the security of your account and our business, preventing or detecting fraud or abuses of our Website;
- To develop and improve our products and services;
- To administer our Website and for internal business administration and operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
- As part of our efforts to keep our Website safe and secure;
- To comply with applicable law;
- To allow you to participate in interactive features of our services, when you choose to do so;
- To send you personalised marketing communications (assuming you have expressly consented for this to occur), in order to keep you informed of our and our selected partners’ products and services, which we consider may be of interest to you; and
- To provide you, or allow selected third parties to provide you, with information about products or services, that may interest you.
If you disclose your email address to us, you do so voluntarily. If you disclose your cell telephone number to us, you do so voluntarily. You recognize that by providing your email address and cell telephone number, and agreeing to the terms of this Agreement, you are authorizing NiceRx to send advertising or telemarketing or billing and collections emails to that email address, and to send advertising or telemarketing or billing and collections voice calls and text messages to that cell phone number, using an automated dialer system, or an artificial or pre-recorded voice. You understand this will occur regardless of your status on any State or Federal Do Not Call list. Messaging and data rates may apply from your mobile carrier. You recognize that although we will be unable to enroll you in our program unless you provide some reliable form of contact information that will allow us to contact you, you are not required (directly or indirectly) to provide your email address or cell phone number or to agree to receive advertising or telemarketing or billing and collections contacts through your email or cell phone as a condition of purchasing the Services. You understand that you may stop receiving email alerts by replying to an email message from NiceRx, or by accessing a web-based mechanism, such as an “unsubscribe” page, that we may provide (as further detailed in each email message from us). You also understand that you can opt-out of SMS communications at any time by texting STOP to 866-407-0777, at which point you will receive a reply confirming that you have been unsubscribed. You understand that you can text HELP to 866-407-0777 to find out more about the NiceRx SMS communication service. NiceRx does not impose separate charges for text alerts; however, you understand that messaging and data rates from my mobile carrier may apply and you are responsible for any such charges.
Pharmaceutical companies generally deliver medications to approved applicants or their physicians in approximately four to six weeks. NiceRx does not manufacture, supply, warehouse, prescribe, purchase, sell, fulfil, handle, dispense, ship, or deliver medication. NiceRx is not an insurer, HMO, hospital, clinic, physician service, and does not provide medical advice. CONSULT YOUR PHYSICIAN ABOUT THE PRUDENCE OF STOPPING OR DELAYING TAKING YOUR PRESCRIBED MEDICATIONS WHILE WAITING ON PROCESSING YOUR PAP APPLICATION OR RECEIPT OF APPROVED MEDICATIONS.
You agree to pay us a monthly service fee of $49.00 (“Fee” or “Fees”), per medication you are eligible to receive under a PAP. By way of example only, if you are eligible for two medications, we will charge you $98.00 every month. Our first charge to you occurs as soon as we have determined you pre-qualify for at least one medication under a PAP. The Fee is for our Services, but not for medications. There are no other fees for the Services or the medications other than the Fee. We may increase the Fee by providing you with at least 30 days’ prior written notice. We will charge the Fee to your credit card or debit card automatically on a recurring monthly basis about the fifth day of each month for the medications you are eligible to receive under PAPs until you cancel a medication or you or we terminate this Agreement. You agree to provide us with your valid credit card or debit card number, and you authorize us to charge your card for the Fees. This monthly transaction will appear on your account statement as ‘NICERX.” You agree to update us if your card is cancelled or changes. You also agree to pay any processing fees charged by third parties in our attempt to collect the Fees, such as for insufficient funds in your bank account.
3. Term, Termination
This Agreement is valid as of the Effective Date and shall continue for one year (“Initial Term”), and shall automatically renew for one-year terms thereafter (each, a “Renewal Term,” which together with Initial Term is the “Term”), unless you or we terminate this Agreement sooner. We will provide you with at least 60 days’ notice prior to each Renewal Term. You understand that you may cancel a medication for which you are eligible under a PAP or terminate this Agreement at any time for any reason and without penalty by delivering a cancellation notice or termination notice by e-mail to [email protected] or by mail to 2780 E Fowler Ave # 2037, Tampa, Florida, United States 33612. This Agreement may also be terminated as follows: (a) as required by law; (b) 15 days after a non-breaching party has delivered written notice of a breach of this Agreement to the breaching party and such breach remains uncured with no further obligation of notice by the non-breaching party; (c) immediately by us if you fail to pay the Fees; (d) immediately by us if you have provided us with false, incomplete, misleading, or incorrect information, or if we have reason to believe you are using the Services for illegal purposes. Upon receipt of your notice of a cancellation of a medication, we will cancel the Services related to the cancelled medication, but this Agreement will not terminate. Upon receipt of your notice of termination of this Agreement, we will terminate the Services. Except as expressly described in this Agreement, you will be responsible to pay Fees that became due up to cancellation or termination. We may charge you a late fee at an annual percentage rate of 18% (or the maximum percentage permitted under applicable law), compounded monthly, plus reasonable attorneys’ fees, court costs, and collection agency fees associated with our collection efforts, regardless of whether a lawsuit is actually filed. The following sections of this Agreement shall survive termination of this Agreement for any reason: 2, 3, 6 – 11.
We shall refund Fees in accordance with this section. These refunds are your sole and exclusive remedy regarding Fees. Requests for refunds may take up to 30 days to process. You must send requests for refunds by e-mail to [email protected] or by mail to 2780 E Fowler Ave # 2037, Tampa, Florida, United States 33612: (a) If you receive a denial letter from a PAP stating you are not eligible to receive a medication, you must deliver a copy of the letter to us within 30 days of its date for a refund of Fees we charged for the denied medication; (b) If we have not yet sent the enrolment forms for the Services (referred to as the “New Enrollee Kit”) to you, you must notify us in writing for a refund of Fees we charged you; (c) If you notify us within three days after receiving your New Enrollee Kit from us that you do not wish to receive Services, we shall refund Fees we charged upon our receipt of your returned New Enrollee Kit; (d) If you notify us within 30 days after receiving your New Enrollee Kit from us that you do not wish to receive Services, we shall refund you 50% of Fees we charged upon our receipt of your returned New Enrollee Kit; (e) If you notify us after 30 days of receiving your New Enrollee Kit from us that you do not wish to receive Services, we shall charge you for Fees that are equal to the remaining months of medicine supply. For example, if you received a three-month supply of medicine, and cancelled after one month (and have a two months’ supply remaining), you will be billed for the subsequent two months, but you are not liable for any other Fees thereafter.
5. Privacy, HIPAA
6. Representations and Warranties
You represent and warrant that: (a) the information you provide to us under this Agreement is true and accurate at all times; (b) you will not use the Services for an illegal purpose; and (c) you are at least 18 years of age and have legal capacity to enter into this Agreement for yourself or someone else, such as for a minor child or as an attorney-in-fact.
7. Warranty Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: (A) NICERX MAKES NO WARRANTIES, AND DISCLAIMS ANY EXPRESS, IMPLIED, COMMON LAW, OR STATUTORY WARRANTIES, IN CONNECTION WITH OR ARISING OUT OF THE SERVICES; (B) NICERX WILL NOT BE RESPONSIBLE FOR DAMAGES RESULTING FROM YOUR INELIGIBILITY FOR ANY PAPS, DELAYS IN PROCESSING YOUR APPLICATION OR YOUR RECEIPT OF MEDICATIONS, OR CONDITION OF MEDICATIONS; AND (C) NICERX WILL NOT BE RESPONSIBLE FOR ANY ILLNESS, PERSONAL INJURY, OR DEATH RESULTING FROM YOUR TAKING ANY OF THE MEDICATIONS, AND NICERX MAKES NO PROMISES THAT TAKING THE MEDICATIONS WILL ACHIEVE ANY PARTICULAR OUTCOME.
8. Disclaimer of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NICERX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF BUSINESS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NICERX’S MAXIMUM CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU IN THE THEN-APPLICABLE TERM.
To the maximum extent permitted under applicable law, you shall defend, indemnify, hold harmless NiceRx and its employees, officers, directors, shareholders, managers, members, contractors, representatives, vendors, agents, insurers, attorneys, predecessors, successors, heirs, and assigns (collectively, the “Indemnitees”) for, from and against any and all claims, causes of action, damages, fines, judgments, penalties, costs, liabilities, losses or expenses (including attorneys’ fees), arising out of: (a) your breach of this Agreement; (b) product liability claims arising out of the medications you obtain from the PAPs through the Services; (c) claims for illness, personal injury, or death arising out of the medications you obtain from the PAPs through the Services.
11. Arbitration and Governing Law
The Agreement shall be governed by the laws of the State of Utah, without regard to its conflicts of law or choice of law provisions. For any dispute arising out of or in connection with this Agreement, the parties hereto irrevocably consent to binding arbitration in Salt Lake City, Utah, with an arbitrator selected by NiceRx, under the Commercial Rules of the American Arbitration Association, and the parties hereby waive any objection that arbitration in such venue is inconvenient. You hereby agree to waive any right you may have to a trial by jury. You hereby agree to waive any right you may have to participate in any class, collective, group, or representative action or proceeding arising out of or in connection with this Agreement. The parties shall share the costs of the arbitrator, but each party shall be responsible for its own costs, fees, and expenses, including attorneys’ fees, in an arbitration action. The exclusive venue to enforce a final arbitration determination, shall be the state and federal courts of competent jurisdiction located in Salt Lake City, Utah, and the parties hereby consent to the jurisdiction of said courts and waive any objection that venue in such courts is inconvenient. In any such final arbitration enforcement action, the prevailing party shall be entitled to recover from the non-prevailing party, in addition to any other rights and remedies available at law, in equity, or under this Agreement, the prevailing party’s reasonable costs, fees, and expenses, including, attorneys’ fees and court costs.
12. Complete Agreement
This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes any and all understandings and agreements, whether oral or written. No modifications, amendments, or supplements to the Agreement shall be effective for any purpose unless agreed to in writing by each party.
If any arbitrator, court of competent jurisdiction, or governmental agency determines any provision of this Agreement is void, invalid, or unenforceable, the remainder of the Agreement shall continue in full force and effect. The provisions of this Agreement shall not be construed for or against a party on the basis that a party is deemed the drafter of this Agreement.
Neither party may assign, transfer, or delegate its rights or obligations under this Agreement to any entity or person without the prior written consent of the other party; provided, however, that we may assign, transfer, and delegate this Agreement and our rights and obligations hereunder incident to a merger, consolidation, transfer of substantially all our stock, membership interests, and assets, or reorganization; and further, provided, however, we may subcontract the performance of Services hereunder to third parties. Any assignment, transfer, or delegation not made in accordance with this sectionis void and shall have no effect. This Agreement shall inure to the benefit of and bind the respective parties’ permitted successors and assigns.
The Agreement shall be valid upon your clicking “I agree to the terms of service” below or returning an executed copy of this Agreement, even if NiceRx does not countersign the Agreement.