Terms of Use
Welcome to Script Partner. Script Partner LLC and its affiliates provide a technology and services platform designed to help patients connect with independent licensed clinicians and to help patients and their prescribers make safer, better-informed medication decisions. Please carefully and completely read these terms and conditions (“Terms of Use”).
INTRODUCTION
These Terms of Use govern your use of the services (“Services”) or products (“Products”) provided through or in connection with the www.scriptpartner.health website and any Script Partner mobile applications (together with www.scriptpartner.health, the “Site”), by Script Partner LLC and its wholly owned subsidiaries or affiliates (collectively, “Script Partner,” “we,” “us,” and “our”). The terms “you” and “your” mean you, your dependent(s) if any, and any other person accessing your Script Partner account. If you are a health care provider or a member of a provider’s staff using the Services on behalf of a provider organization, “you” and “your” also mean that organization, and you represent that you are authorized to bind it to these Terms of Use.
Script Partner Is a Technology Platform, Not a Health Care Provider. Script Partner is a technology and administrative-services company. Script Partner is not a health care provider, does not practice medicine or pharmacy, does not employ the clinicians who deliver clinical care, and does not itself provide medical advice, diagnosis, or treatment. By using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with Script Partner. Clinical care made available through the Site is provided by independent, professionally licensed clinicians employed or engaged by an independent, clinician-owned professional entity (the “Medical Group”), and by its providers (the “Providers”). Script Partner provides the Medical Group and the Providers with the Site, technology, and non-clinical administrative support, but the Medical Group and the Providers alone are responsible for all clinical decisions and for the medical care and treatment they provide. Any medical advice, care, or information you receive comes from a Provider or the Medical Group, and not from Script Partner.
Script Partner’s platform supports clinical care and related services in two settings: (i) telehealth care delivered to patients by the Medical Group and its Providers, which Script Partner supports on the Medical Group’s behalf (the “Telehealth Services”); and (ii) administrative and technology support that Script Partner provides to prescribing physicians and their practices to help their patients access prescribed medications (the “Provider Support Services”). These Terms of Use are directed to you as a patient, prospective patient, or visitor to the Site. If you are a health care provider or practice, please see “For Health Care Providers” below — your use of the Provider Support Services is governed by a separate written agreement, not by these Terms of Use.
By agreeing to these Terms of Use, or by using or accessing the Site or Services, you expressly agree to be bound by these Terms of Use, which incorporate any additional terms and conditions posted by Script Partner through the Site or otherwise made available to you, including but not limited to Script Partner’s Privacy Policy, the Medical Group’s Notice of Privacy Practices, any Consent to Telehealth Services, and any condition- or medication-specific informed consent presented to you through the Service (collectively, the “Agreement”). If you do not agree to be bound by the terms of the Agreement, you are not authorized to use or access the Site or Services; please promptly exit the Site.
Script Partner may update the Terms of Use from time to time, and we will notify you of any material updates through reasonable means, including posting the updated Terms of Use to the Site along with the date of such update. Any modifications will be effective immediately upon posting to the Site. By continuing to use or access the Site or Services after we post changes to the Terms of Use, you expressly consent to those changes. You should periodically visit this page to review the current Terms of Use so you are aware of any revisions to which you are bound.
THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES AND WAIVERS OF YOUR RIGHTS TO JURY TRIALS OR CLASS ACTIONS.
THESE TERMS OF USE CONTAIN YOUR AUTHORIZATION AND CONSENT FOR YOUR RECORDS TO BE RETRIEVED — INCLUDING THROUGH HEALTH RECORDS SYSTEMS AND DATA SOURCES — AND FOR YOUR INFORMATION TO BE USED AND SHARED FOR TREATMENT, PAYMENT, AND CARE-COORDINATION PURPOSES IN CONNECTION WITH THE SERVICES. PLEASE REVIEW THESE TERMS CAREFULLY.
NOT FOR EMERGENCIES
THIS SITE AND THE SERVICES MAY NOT BE USED IN ANY EMERGENCY SITUATION. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “9-1-1” IMMEDIATELY.
The Telehealth Services are not intended for medical emergencies or for any life-threatening condition. If you think you may have a medical emergency, or if at any time you are concerned about your health, call 911 or go to the nearest emergency room immediately. If you are experiencing thoughts of self-harm or suicide, call or text 988 to reach the Suicide and Crisis Lifeline. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Site. You should seek emergency help or follow-up care when recommended by a health care provider or when otherwise needed, and you should continue to consult with your primary care provider and other health care professionals as recommended. Always seek the advice of a physician or other qualified health care provider concerning questions you have regarding a medical condition before stopping, starting, or modifying any treatment or medication.
ELIGIBILITY AND USE OF THE SITE AND SERVICES
Eligibility; Site Access; Account and Passwords; Security and Restrictions. To access certain Site content and use the Services, you may be required to create a Script Partner account (“Account”). By creating an Account, you represent and confirm that you have all applicable rights and permissions and meet all applicable eligibility requirements necessary to use the Site and access the Services. You agree to fully, accurately, and truthfully create and maintain your Account at all times and provide any required information, which may include but is not limited to your name, date of birth, mailing address, phone number, email address, and password, which become your Script Partner credentials. Script Partner may contact you to verify your Account information or request further information, and you agree to provide such information so that we can confirm you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Site and the Services until you provide the information. Your credentials are personal to you, and you are solely responsible for maintaining their confidentiality and security and for all activities that occur under them. You agree to prohibit anyone else from using your credentials and to immediately notify Script Partner of any actual or suspected unauthorized use or other security concern of which you become aware. Your access to the Site and the Services may be suspended or revoked by Script Partner at any time, for any or no reason and without notice.
Legally Authorized Users. By accessing the Site and/or using the Services, you affirm that (i) you are at least eighteen (18) years of age, or (ii) you are accessing the Site and using the Services with the consent and involvement of a parent or guardian. The Telehealth Services are available only to patients who are at least eighteen (18) years of age. If you believe we have collected personal information from someone under the age of 18 without the consent and involvement of a parent or guardian, please contact us at support@scriptpartner.com or call us at 1-844-507-7910.
Geographic Restrictions. Script Partner’s Site and Services are available only within the United States and are not intended for, or directed to, residents of the European Union or European Economic Area or any other persons located outside the United States. Accessing or using the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited. The Telehealth Services are further available only in those states where Script Partner’s affiliated clinicians are licensed and where Script Partner has determined the Telehealth Services may lawfully be offered; the states in which the Telehealth Services are available may change over time. Any Service, Product, offer, or feature available through or made on this Site is void where prohibited.
PRIVACY
Privacy Policy. You agree that information provided by you in connection with the Services and Site shall be governed by Script Partner’s Privacy Policy, which is hereby incorporated into and made a part of this Agreement.
Notice of Privacy Practices. The Medical Group and its Providers are “covered entities” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which protects the privacy and security of individuals’ protected health information (“PHI”), regulates how PHI may be used or disclosed, and provides you with certain rights. The Medical Group’s Notice of Privacy Practices, which is hereby incorporated and made a part of this Agreement, describes how the Medical Group may use and disclose your PHI and your rights with respect to your PHI. Please review this notice carefully. Script Partner is not itself a covered entity; when Script Partner creates, receives, maintains, or transmits PHI in connection with the Services, it does so as a business associate of the Medical Group (for the Telehealth Services) or of the prescribing physician or practice (for the Provider Support Services), and its handling of PHI is governed by the applicable Business Associate Agreement and by HIPAA.
Consumer Health Data. To the extent you reside in a state with a consumer health data privacy law (including Washington, Nevada, and Connecticut), Script Partner maintains a separate Consumer Health Data Privacy Policy that describes how any consumer health data that is not otherwise governed by HIPAA is collected, used, and shared, and how you may exercise your rights with respect to that data. The Consumer Health Data Privacy Policy is available through a distinct link on the Site.
Third-Party Privacy Policies. Script Partner is not responsible for the privacy policies and practices or other terms that govern third-party websites and services, including those that may be linked to on the Site.
CONSENT TO RECORDS RETRIEVAL AND CARE COORDINATION
To deliver and support the Services, Script Partner and the treating clinicians involved in your care need to obtain your health information and coordinate care with the physicians, pharmacies, health care coverage providers, pharmacy benefit managers, and health records systems and data sources involved in your care (collectively, “Healthcare Entities”). Script Partner obtains and handles this information as a business associate of, and under the authority of, the treating provider or practice — the Medical Group for the Telehealth Services, and the prescribing physician or practice for the Provider Support Services — and not in its own right as a health care provider.
Your Authorization and Consent. By accepting these Terms of Use, and subject to any separate consent or authorization you provide, you authorize and consent that, in connection with the Services and for treatment, payment, and health care operations purposes: (i) your medical and health information, including protected health information subject to HIPAA, may be retrieved from Healthcare Entities with Script Partner acting as the treating provider’s business associate; (ii) your information may be used and disclosed among the treating provider, Script Partner, and other Healthcare Entities as necessary to provide, support, and coordinate your care, including compiling a consolidated medication history, performing medication safety review, supporting your access to prescribed medications, and communicating with your pharmacy; and (iii) a summary of your care may be shared with your primary care provider or other treating providers for care-coordination purposes.
Scope and Duration. This authorization and consent is limited to the purposes described above and to what is reasonably necessary to provide and support the Services. It does not make Script Partner your agent or your health care provider. You may withdraw this authorization and consent on a going-forward basis by closing your Account or by emailing support@scriptpartner.com; withdrawal will apply only to actions taken after the date of withdrawal and will not affect actions already taken in reliance on it, and may limit or prevent our ability to provide the Services.
TELEHEALTH SERVICES
This section applies to the Telehealth Services. The Telehealth Services are delivered by the Medical Group and its independent, licensed Providers, and are supported by Script Partner’s technology and administrative platform. Script Partner does not provide the Telehealth Services, does not practice medicine, and does not control or interfere with the professional judgment of the Medical Group or the Providers.
Provider-Patient Relationship; Consent to Telehealth. When you receive the Telehealth Services, you may be establishing a provider-patient relationship with a Provider and the Medical Group — not with Script Partner. Before receiving the Telehealth Services, you will be required to review and agree to a Consent to Telehealth Services describing the benefits, risks, and limitations of receiving care by telehealth, and, where applicable, to review and agree to a medication- or condition-specific informed consent. Telehealth is not a substitute for in-person care in all cases, and there are potential risks associated with the use of telehealth, including that information transmitted may be insufficient to allow the Provider to render a diagnosis or treatment recommendation, requiring a rescheduled visit or in-person care. You may withhold or withdraw your consent to the use of telehealth at any time without affecting your right to future care, subject to the terms of the applicable consent.
No Guarantee of Treatment or Prescription. Completing an intake, questionnaire, or visit does not guarantee that a Provider will diagnose you with any condition, recommend any treatment, or prescribe any medication. A Provider will prescribe a medication only if, in the Provider’s independent professional judgment, it is medically appropriate for you. A Provider may decline to provide the Telehealth Services, or may recommend in-person care, for any reason consistent with the Provider’s professional judgment, including where the Telehealth Services are not medically or ethically appropriate for you. The Medical Group and the Providers, and not Script Partner, are solely responsible for the medical care and treatment they provide, and any information or advice you receive in the course of the Telehealth Services comes from a Provider or the Medical Group alone.
Medication Risks; Your Responsibilities. All medications carry risks, and no medication is free of side effects. Some medications carry significant warnings — including, for certain medications, boxed warnings, contraindications for people with particular conditions or histories, and risks related to pregnancy or breastfeeding, drug interactions, or other factors. If a Provider prescribes a medication for you, you acknowledge that the applicable prescribing information and any informed consent presented to you describe the benefits, risks, contraindications, warnings, and precautions for that medication, and that a medication may not be appropriate for everyone. You agree to review that information and to ask your Provider or a pharmacist any questions before starting, changing, or stopping a medication. You agree to disclose to your Provider your complete and accurate medical history, all medications and supplements you take, and any allergies, conditions, concerns, or symptoms, and to promptly report any new or worsening symptoms. You agree to use any prescribed medication only as directed, to obtain it only from a licensed pharmacy, and to keep your primary care provider and other treating providers informed of medications prescribed through the Telehealth Services. Where your Provider recommends, prescribed medications should be used together with any lifestyle or other measures your Provider advises.
Pharmacy Choice. If a Provider issues a prescription, you always have the right to select the pharmacy of your choice, and you may instruct your Provider or Script Partner to transmit your prescription to another pharmacy.
Care Coordination. You authorize your Provider and the Medical Group, and Script Partner acting as the Medical Group’s business associate on its behalf, to access, retrieve, and review your medication history and other relevant medical records from Healthcare Entities and health information networks as necessary for your diagnosis, treatment, follow-up, and care coordination, and, where applicable, to send a summary of your telehealth encounter to your primary care provider or referring physician.
FOR HEALTH CARE PROVIDERS
This section applies if you are a health care provider, practice, or a member of a provider’s staff. Script Partner offers Provider Support Services — including medication access support — to prescribing physicians and their practices to help their patients access prescribed medications. Those services are made available only under a separate written services agreement between Script Partner (or its affiliate) and the provider or practice, together with any related agency agreement and business associate agreement (collectively, the “Provider Agreement”).
The Provider Agreement Controls. If you access or use the Provider Support Services, your use is governed by the Provider Agreement, and not by these Terms of Use. In the event of any conflict between these Terms of Use and a Provider Agreement with respect to the Provider Support Services, the Provider Agreement controls. Nothing in these Terms of Use is intended to modify, supersede, or limit any Provider Agreement, and nothing in these Terms of Use creates any provider-facing rights or obligations that are addressed by a Provider Agreement. If you have not signed a Provider Agreement, you are not authorized to access or use the Provider Support Services.
Patient Interactions. In the course of providing the Provider Support Services, Script Partner may contact a provider’s patients directly — for example, to confirm a medication list, insurance details, or contact information needed to support access to a prescribed medication. When Script Partner does so in connection with the Provider Support Services, it acts as the provider’s business associate under the Provider Agreement and the applicable business associate agreement, on the provider’s behalf. These Terms of Use govern a patient’s relationship with Script Partner only where the patient engages Script Partner directly through the Site or the Telehealth Services; they do not govern Script Partner’s business-associate contacts made on a provider’s behalf, which are governed by the Provider Agreement.
GENERAL PRODUCT AND SERVICE TERMS
No Medical Advice by Script Partner. Script Partner does not provide medical advice or care. Any general health-related content included on the Site is for informational purposes only, does not constitute medical advice, and should not be used to diagnose or treat any medical condition. Medical advice and care are provided solely by a Provider as part of the Telehealth Services. If you need help with a medical condition, please contact your Provider, your primary care physician, or another qualified health care practitioner.
No Endorsements. Except as required by law or as part of a Provider’s individualized clinical recommendation to a patient, Script Partner does not endorse any specific medication, pharmacy, or pharmacologic product.
Personal Use. You agree that any prescription you obtain through the Telehealth Services is solely for your personal use. You agree to carefully read all provided product information and labels and to contact a Provider or pharmacist with any questions.
Script Partner Is NOT Insurance. SCRIPT PARTNER IS NOT AN INSURER. NONE OF THE SERVICES AVAILABLE THROUGH SCRIPT PARTNER ARE INSURANCE PRODUCTS, AND THE AMOUNTS YOU PAY TO OR THROUGH SCRIPT PARTNER ARE NOT INSURANCE PREMIUMS OR INSURANCE COST-SHARES. IF YOU DESIRE ANY TYPE OF HEALTH OR OTHER INSURANCE, YOU WILL NEED TO PURCHASE IT SEPARATELY. The Services can be used with or without insurance.
Your Insurance Information. If you choose to use insurance in connection with the Services, you agree to provide and maintain accurate information regarding your insurance plan and to notify Script Partner of any changes. Failure to maintain accurate insurance information may result in delays or lack of coverage, and Script Partner shall have no liability for damages, claims, or liabilities arising in connection with your failure to provide and maintain up-to-date insurance information.
Assistance Programs. Script Partner may facilitate access to programs that provide financial assistance to reduce the cost of medication. Savings offers may vary and may be changed or discontinued at any time without notice. Eligibility restrictions apply, including that assistance offers are not valid where prohibited by law, and manufacturer copayment assistance offers are generally not valid for patients enrolled in Medicare, Medicaid, TRICARE, the Veterans Administration, the Department of Defense, or other state or federal prescription programs. Additional terms may apply.
FEES, ORDERING, AND PAYMENTS
Fees. You are responsible for all fees due for the Services you use, including any telehealth visit or membership fees and any patient payment obligations for prescriptions dispensed to you by a pharmacy. Fees for clinical care are charged by or on behalf of the Medical Group for the professional services of its Providers, and are separate from any technology or administrative fees charged by Script Partner and from the cost of any medication. For your convenience, Script Partner may bill and collect fees on the Medical Group’s behalf as its administrative agent. If you use insurance, you are responsible for the copayments or cost-sharing set by your plan; if you pay without insurance, you are responsible for the applicable cash price. By purchasing a Service, you authorize your credit/debit card or other payment method to be charged for your payment obligation.
Online Payment Processing. Payment processing services for the Site are provided by a third-party provider. As a condition of enabling payment processing through the third-party provider, you agree to provide accurate and complete information and authorize Script Partner to share such information and related transaction information with the third-party provider. You represent and warrant that any card or bank account information you supply is true, correct, and complete; that charges you incur will be honored by your card issuer or bank; that you will pay the charges in the amounts posted, including applicable taxes; and that you are authorized to use the payment method. If Script Partner is unable to secure funds from your payment method, we may undertake further collection action, including application of fees to the extent permitted by law. You agree not to dispute charges from Script Partner with your payment method company where the transactions correspond to the terms indicated in these Terms of Use.
Typographical Errors and Incorrect Pricing. In the event a Product or Service is listed at an incorrect price due to a typographical error or an error in pricing information received from a third party, we have the right to refuse or cancel any order placed at the incorrect price, whether or not the order has been confirmed and your card charged. If your card has already been charged and your order is canceled, we will promptly issue a credit in the amount of the charge.
COMMUNICATIONS
Electronic Communications. When you use the Site or Services, or send communications to us electronically, you consent to receive communications from us electronically. You agree that all agreements and consents can be signed electronically and that all notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that they be in writing. Communications relating to the Telehealth Services may include electronic transmission of your personal health information, and you understand that the confidentiality of any communication transmitted to or from the Services or via email cannot be guaranteed.
Consent to Calls and Recording. By providing your phone number to Script Partner, you agree to be contacted by or on behalf of Script Partner at that number, including by automatic telephone dialing system, to receive informational and Service-related communications (such as visit reminders, medication reminders, and progress updates). Script Partner may record all or part of your interactions with our representatives for quality assurance and to improve the Services, and will keep such recordings confidential except as legally required. If you no longer wish to receive calls, please contact us at 1-844-507-7910.
Consent to Text Messages. By providing your mobile number, you agree to be contacted via text message, including SMS and via automatic telephone dialing system, by or on behalf of Script Partner at the mobile number you provided. These messages may include limited personal information about your care, prescriptions, and related services. For help, text HELP or call 1-844-507-7910; to stop, text STOP to the applicable number or update your profile. Message and data rates may apply, and message frequency may vary. Text-messaging opt-in data and consent will not be shared with any third parties, and no mobile information will be shared with third parties or affiliates for marketing or promotional purposes.
Consent to Health-Related Communications. You acknowledge and consent that communications from Script Partner may include information about your prescriptions, insurance, or other health-related information. You can update your communication preferences at any time in your Account.
INTELLECTUAL PROPERTY AND SOFTWARE TERMS
Ownership. All pages within this Site and any material made available for download are the property of Script Partner or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws.
Limited License. Subject to these Terms of Use and payment of all applicable fees, Script Partner grants you a revocable, nontransferable, personal, nonexclusive license to use the object-code version of the Site. All rights not expressly granted are reserved. Neither the Site and Services, nor any part thereof, may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without Script Partner’s express written consent. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information of Script Partner without express written consent, and you may not use meta tags or hidden text utilizing Script Partner’s name or trademarks. You may use the Site and Services only as permitted by law.
Security. You are prohibited from violating or attempting to violate the security of the Site, including (i) accessing data not intended for you or logging onto a server or account you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iii) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use, or in violation of applicable law.
Limited Use. You may not use any scraper, crawler, spider, robot, or other automated means to access or copy data on the Site, deep-link to any feature or content on the Site, or bypass our robot-exclusion headers or other access measures. Violations of system or network security may result in civil or criminal liability, and Script Partner will investigate and may cooperate with law enforcement in prosecuting such violations.
Claims of Copyright Infringement. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement. If you believe your work has been copied in a manner that constitutes copyright infringement, please send a notice that (i) identifies the copyrighted work claimed to have been infringed; (ii) identifies the material claimed to be infringing and its location on the Site; (iii) provides your mailing address, telephone number, and, if available, email address; (iv) includes a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) includes a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on behalf of the owner; and (vi) includes your physical or electronic signature. Deliver the notice to: Script Partner LLC, 1407 Broadway, Suite 1910, New York, NY 10018; Email: legal@scriptpartner.com.
Intellectual Property. With the exception of your electronic medical records, electronic prescription records, and PHI, Script Partner retains all right, title, and interest in and to the Site, the Services, and any information, products, documentation, software, or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property right therein, except for information licensed to Script Partner (in which case the license provider retains all right, title, and interest). You agree not to store, copy, modify, reproduce, retransmit, distribute, rent, lease, sell, publish, broadcast, or circulate such information to anyone without authorization.
OTHER CORE TERMS
Use for Legal Purposes Only. You agree not to: (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit a message under a false name, or any data or content that is libelous, defamatory, obscene, fraudulent, false, or contrary to the intellectual property rights of any person, or that contains or promotes any virus, worm, Trojan horse, malware, or other harmful code, or that facilitates hacking; (iii) impersonate or misrepresent your identity or your affiliation with any person or entity; (iv) tamper with, hack, spoof, or otherwise corrupt the administration, security, or proper function of the Site or Services; (v) use robots or scripts with the Site; (vi) attempt to reverse engineer, decompile, disassemble, or otherwise alter any executable code on or received from the Site; (vii) harvest or collect personal or health information about any other individual who uses the Site or Services; or (viii) infringe or facilitate infringement of any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy right of any party.
User Information. If you submit, upload, post, or transmit any health information, medical history, personal information, consent forms, requests, comments, files, images, or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, unlawful, obscene, threatening, harassing, fraudulent, or harmful; (b) violates the privacy or intellectual property rights of any person or entity; or (c) contains a virus or other harmful component. You represent and warrant that you have the legal right and authorization to provide all User Information to Script Partner for use as set forth herein, and, where you provide information about another person, that you are authorized to do so.
Accuracy of Information; Functionality. Although Script Partner attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties, or guarantees as to the correctness or accuracy of the Site, and it is possible that the Site could include typographical errors or inaccuracies. In the event an inaccuracy arises, please inform Script Partner so it can be corrected. Information on the Site may be changed or updated without notice.
Links to Other Sites. Script Partner makes no representations about any other website you may access through this Site. A link to a non-Script Partner website does not mean that Script Partner endorses or accepts responsibility for its content or use, and Script Partner does not control or take responsibility for the privacy practices of third-party sites. If you access any third-party site, you do so at your own risk.
Reserved Rights. Script Partner reserves sole discretion with respect to the operation of the Site and the Services, and may withdraw, suspend, or discontinue any functionality or feature. We are not responsible for transmission errors or corruption of information carried over telecommunications carriers, and we may maintain, delete, or destroy communications or information in accordance with our internal record-retention policies, these Terms of Use, and applicable law.
Disclaimer of Warranties for the Site. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SCRIPT PARTNER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITE. SCRIPT PARTNER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SITE AND ANY SITE-RELATED SERVICE ARE PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. THIS DISCLAIMER APPLIES TO THE SITE AND TECHNOLOGY PLATFORM AND DOES NOT LIMIT THE PROFESSIONAL OBLIGATIONS THAT A PROVIDER OWES TO A PATIENT UNDER APPLICABLE LAW.
Responsibility for Use of Site. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. SCRIPT PARTNER DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.
Limitation of Liability. EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION: SCRIPT PARTNER AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, SITE, SITE-RELATED SERVICES, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR SITE IS TO STOP USING THEM. TO THE EXTENT THE FOREGOING LIMITATION IS NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF SCRIPT PARTNER TO YOU WITH RESPECT TO YOUR USE OF THE SERVICES OR THIS SITE IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO SCRIPT PARTNER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED DOLLARS ($100). NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR PROFESSIONAL NEGLIGENCE IN THE PROVISION OF MEDICAL CARE.
Indemnification. You agree to defend, indemnify, and hold harmless Script Partner and its affiliates from and against any and all demands, losses, liabilities, damages, claims, causes of action, fees, costs, and attorneys’ fees of any kind arising directly or indirectly out of or in connection with: (i) your use or misuse of the Site, Products, or Services or any information posted on the Site; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Script Partner or any Provider; and/or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Site, Products, or Services, including infringement of third-party intellectual property or privacy rights.
Assignment. You may not assign, transfer, or delegate the Terms of Use or any part thereof without Script Partner’s prior written consent. Script Partner may freely transfer, assign, or delegate all or any part of the Terms of Use and any rights or duties hereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.
Force Majeure. We will not be deemed to be in breach of these terms or liable for any breach due to any event or occurrence beyond our reasonable control, including acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes, floods, civil disorder, strikes, fire, or other disaster.
General. Script Partner reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without cause and with or without notice, except as described in our Notice of Privacy Practices. If any provision of these Terms of Use is held unenforceable, it shall be limited or eliminated to the minimum extent necessary so that the remaining terms remain in full force and effect. These Terms of Use constitute the entire agreement between Script Partner and you pertaining to the subject matter hereof, except that, with respect to the Provider Support Services, the applicable Provider Agreement controls as to its subject matter. Certain provisions may be superseded by expressly designated legal notices or terms located on particular pages of the Site.
DISPUTE RESOLUTION; ARBITRATION AGREEMENT
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SCRIPT PARTNER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION IN THE EVENT THAT A DISPUTE SHOULD ARISE. BY ENTERING THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
By agreeing to these Terms of Use, you agree that you are required to resolve any claim that you may have against Script Partner on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Script Partner, and will also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Script Partner by someone else.
A. Agreement to Binding Arbitration Between You and Script Partner.
You and Script Partner agree that any dispute, claim, or controversy arising out of or relating to (a) these Terms of Use or the existence, breach, termination, enforcement, interpretation, or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms of Use, will be settled by binding arbitration between you and Script Partner, and not in a court of law. Both parties further acknowledge and agree to waive any right to a trial by jury. For the avoidance of doubt, the scope of arbitration includes federal and state statutory and common law claims, including under consumer-protection laws and principles.
B. Class Action and Collective Relief Waiver.
YOU AND SCRIPT PARTNER ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE, OR CONSOLIDATED BASIS, OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, UNLESS BOTH YOU AND SCRIPT PARTNER OTHERWISE AGREE IN WRITING. THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF CLASS, JOINT, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM.
This Class Action and Collective Relief Waiver is an essential part of this “Dispute Resolution” section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Script Partner may arbitrate such claim or dispute. Notwithstanding the foregoing, if a court or arbitrator determines that this waiver is not enforceable as to a particular claim or request for relief, and all appeals from that decision have been exhausted, then that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Script Partner from participating in a class-wide settlement of claims.
Notwithstanding the foregoing, you and Script Partner each retain the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes within the scope of such court’s jurisdiction; (ii) bring an action in state or federal court to protect its intellectual property rights; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
C. Mandatory Informal Dispute Resolution.
If a dispute arises, Script Partner is committed to working with you to reach a reasonable resolution. For any issue or dispute, both parties agree that they will first make a good-faith effort to resolve it informally before initiating any formal dispute resolution proceeding. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your Account to legal@scriptpartner.com with the subject line “User Dispute.” The notification shall include the nature of the dispute, the Product or Service to which it pertains, the date(s) of any disputed charges, the relief sought, and your contact information.
You and Script Partner then agree to negotiate in good faith about the dispute through email and telephonic means. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description, you and Script Partner agree to the further dispute resolution provisions below. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing-fee or other deadlines will be tolled while the parties engage in this process.
D. Arbitration Rules and Governing Law.
In the event the parties are unable to resolve the dispute via the Mandatory Informal Dispute Resolution process, the parties may proceed with binding individual arbitration with a single neutral arbitrator (the “Arbitrator”) administered by National Arbitration and Mediation (“NAM”) in accordance with the NAM Comprehensive Rules and Procedures then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement.
The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of it is void or voidable, and shall be responsible for determining all threshold arbitrability issues. Notwithstanding any choice-of-law provision, the parties agree that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement. It is the intent of the parties that the FAA and the NAM Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules are found not to apply to any issue, that issue shall be resolved under the laws of the State of New York.
E. Process.
If you desire to initiate arbitration, you must provide Script Partner with a written demand for arbitration as specified in the NAM Rules (“Demand”). Your Demand shall set forth and allege sufficient facts in support of a legally recognized cause of action, along with the amount of recovery sought in connection with each associated cause of action. In the event the Demand fails to adequately plead a cause of action or associated recovery, the Demand and/or cause of action shall be subject to dismissal by the Arbitrator.
F. Bellwether Arbitration Procedures.
You and Script Partner agree that, in the event 25 or more similar arbitration demands (those asserting the same or substantially similar facts and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to Script Partner (collectively, a “Mass Filing”), then NAM’s Supplemental Rules for Mass Arbitration Filings shall apply if the parties’ dispute is deemed by NAM, in its sole discretion, to be part of a Mass Filing. In any Mass Filing, the parties shall select twelve (12) individual arbitration demands (six (6) per side) for arbitration to proceed (the “Bellwether Arbitrations”). While the Bellwether Arbitrations are adjudicated, all other demands that are part of the Mass Filing shall be stayed, no filing fees for such demands shall be due, and all applicable statutes of limitations regarding such demands shall be tolled beginning when the claimant first provides notice of intent to initiate informal dispute resolution.
Any party may request, within five (5) business days of being notified of a Mass Filing by NAM, that NAM appoint a sole procedural arbitrator (“Procedural Arbitrator”) to determine initial questions that arise in the Bellwether Arbitrations, including whether the Bellwether Arbitration procedures are applicable or enforceable and whether any particular demand is part of a Mass Filing. Script Partner shall pay the Procedural Arbitrator’s costs. All parties shall work together in good faith to complete each Bellwether Arbitration within one hundred twenty (120) calendar days of its initial pre-hearing conference. Following resolution of the Bellwether Arbitrations, all parties agree to engage in a global mediation of all remaining demands, administered by NAM. If the parties are unable to resolve the remaining demands within thirty (30) days following the mediation, the remaining demands shall be administered by NAM on an individual basis pursuant to the NAM Rules and this Arbitration Agreement, unless the parties mutually agree otherwise in writing. These procedures shall in no way be interpreted as authorizing a class, collective, or mass action of any kind.
G. Location and Procedure.
Consistent with the NAM Rules, the arbitration will be conducted solely on the basis of documents you and Script Partner submit to the Arbitrator. To the extent the Arbitrator determines that a hearing is necessary, it will be conducted remotely by telephone or video conference. To the extent the Arbitrator determines that an in-person hearing is required, the hearing will be conducted in the county where you reside. Subject to the applicable NAM Rules, the Arbitrator will have discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
H. Arbitrator’s Decision.
The Arbitrator will render an award within the time frame specified in the NAM Rules. Judgment on the award may be entered in any court having competent jurisdiction. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim, and the decision shall be final and binding on all parties. For disputes involving individuals (as opposed to businesses or other legal entities) under this Arbitration Agreement, Script Partner will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if Script Partner prevails in arbitration. For disputes involving business or other legal entities, Script Partner shall be entitled to recover its attorneys’ fees and expenses if it prevails.
I. Fees.
In accordance with the NAM Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. It is your responsibility to pay your portion of any NAM filing, administrative, and arbitrator fees as set forth in the NAM Rules. You are responsible for your own attorneys’ fees and any remaining NAM filing, administrative, and arbitrator fees unless the NAM Rules and/or applicable law provide otherwise.
J. Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful, (1) the unenforceable or unlawful provision shall be severed; (2) severance shall have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis; and (3) to the extent any claims must proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
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