HealthRx Terms of Service

 
  1. Subscription Services
    • Subscription Services. HealthRx will make available to Customer (on a non-exclusive basis) the Subscription Services indicated in the Order Form. Customer agrees that its purchase of a subscription to the Subscription Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by HealthRx regarding future functionality or features.
    • Hosted Environment. HealthRx or its authorized partners will make available the Subscription Services to Customer in a hosted, virtualized environment, accessible via the Internet.
    • Internet. In order to access and use the Subscription Services, Customer must have or must obtain access to the Internet as set out in the Order Form. Customer must also provide all equipment necessary to make (and maintain) such connection to the Internet.
  2. Restrictions. Customer will use the Subscription Services only for its own, internal business purposes. Customer will not: resell, copy, frame or mirror any part or content of the Subscription Services; make the Subscription Services available for timesharing or service bureau purposes; or otherwise provide access to the Subscription Services to any third party, except as such third party access is expressly agreed to between the parties in the Order Form. Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code the Subscription Services; interfere with the performance of the Subscription Services or third party data contained therein; attempt to gain unauthorized access to the Subscription Services or its related systems or networks; modify, translate, or create derivative works based on the Subscription Services; or remove any proprietary notices or labels.
  3. Technical Support. HealthRx will provide Customer with reasonable technical support services (“Technical Support”) in accordance with HealthRx’s standard practice during the hours set out on the Order Form. Outside of regular office hours, non-emergency support will be charged to Customer at HealthRx’s then-current rates and any additional terms and conditions set forth in the Order Form. Support resulting from hardware/network problems and/or issues associated with third party products or services will be billed to Customer at HealthRx’s then-current hourly rates.
  4. Interfaces. Interfaces to third party vendor systems may be available, as indicated in the documentation associated with the Subscription Services (“Documentation”). To the extent such third party vendor system interfaces are available, HealthRx shall install or make available the interfaces as agreed between the parties on the Order Form. Customer shall act as a liaison between HealthRx and any third party vendor(s) with which the Subscription Services shall interface. Customer acknowledges and agrees that it has the sole obligation to obtain, or cause its third party vendor to obtain, any and all such licenses.
  5. Custom Development and Enhancement Requests. This Agreement does not include any programming services for custom development or modifications. Such work, if negotiated and agreed to between HealthRx and Customer, shall be the subject of a separate agreement for development services between the parties. Customer acknowledges that HealthRx has the right, and sole discretion, to reject any request for enhancement or modification to the Subscription Services by Customer.
  6. Payment Terms. Customer agrees to pay the fees set out in the Order Form(s). Invoices shall be payable within thirty (30) days after receipt thereof. In addition to any remedies HealthRx may have pursuant to this Agreement or at law for non-payment, delinquency in payment may result in a delay or suspension of the right to use the Subscription Services. In the event HealthRx incurs any costs (including reasonable attorney’s fees) from efforts collecting overdue fees from Customer, Customer agrees to pay such costs. Customer further agrees to pay all foreign, federal, states, and local taxes, if applicable, to Customer’s access to, use, or receipt of the Subscription Services.
  7. Taxes. Customer is responsible for paying all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) associated with Customer’s purchases hereunder. For clarity, HealthRx is solely responsible for taxes assessable based on HealthRx’s income, property and employees. If HealthRx has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the Order Form and invoiced to and paid by Customer, unless Customer provides HealthRx with a valid tax exemption certificate authorized by the applicable competent authority in the relevant jurisdiction (or such other form of confirmation supplied for the same purpose) at least five (5) business days prior to the due date of the applicable HealthRx invoice.
  8. Third Party Components. In order to properly utilize the Subscription Services, Customer agrees it may require use of certain third party components, which if any shall be listed in the Order Form (“Third Party Components”). Customer acknowledges that HealthRx will have no responsibility for the implementation or operation of such Third Party Components.
  9. Ownership. Customer shall own all right, title and interest in and to any data entered or submitted by Customer by means of the Subscription Services (the “Customer Data”). At all times HealthRx will own all intellectual property rights (including copyright) in and to (i) the Subscription Services; (ii) any software (other than any Third Party Components) to which access may be provided by means of the Subscription Services; (iii) all upgrades, enhancements and modifications to the Subscription Services and (iv) any software, applications, inventions or other technology developed in connection with the Subscription Services.
  10. Customer Input. HealthRx shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees, contractors and agents relating to the operation or functionality of the Subscription Services (collectively, “Customer Input”). HealthRx shall have no obligation to incorporate Customer Input into the Subscription Services. Customer shall have no obligation to provide Customer Input.
  11. Use of Logo. Unless indicated otherwise in the applicable Order Form, Customer provides HealthRx with permission to use its trademark, logo and trade name (“Branding”) within HealthRx’s promotional and marketing materials. HealthRx is granted no other right to the Branding and acknowledges that it shall not gain any proprietary interest in the same. The permission to use the Branding may be terminated at any time by Customer by providing thirty (30) days’ written notice to HealthRx. Upon such termination, HealthRx shall refrain from future use of the Branding; however, HealthRx may continue to distribute and use the promotional and marketing materials where Customer’s Branding has been previously printed prior to the notice of termination and where such placements cannot be discontinued or altered without HealthRx incurring any losses.
  12. Confidentiality
    • Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; HealthRx’s Confidential Information includes the Subscription Services and information regarding features, functionality and performance of the Subscription Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    • Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and shall: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this Section 14(b).
    • Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
  13. Data. Customer will have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children, violates third party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of the Subscription Services. Customer grants to HealthRx a royalty-free, non-transferable, non-exclusive license for the term of this Agreement to use Customer Data to the extent necessary to perform the Subscription Services. Notwithstanding anything to the contrary, HealthRx shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Subscription Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and HealthRx will be free (during and after the term hereof) to (i) analyze and use such information and data to improve and enhance the Subscription Services and for other development, diagnostic and corrective purposes in connection with the Subscription Services and other HealthRx offerings (examples of such uses include optimizing resources and support, research and development, verification of security and data integrity, internal demand planning, industry developments and anonymous benchmarking with other customers), and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
  14. Indemnification. HealthRx will defend Customer in respect of any claims brought against Customer by a third party based on the claim that the Subscription Services infringes the intellectual property rights of that third party. HealthRx will pay any award rendered against Customer by a court of competent jurisdiction in such action, provided that Customer gives HealthRx prompt notice of the claim and HealthRx is permitted to have full control of any defense. If all or any part of the Subscription Services becomes, or in HealthRx’s opinion is likely to become, the subject of such a claim, HealthRx may either modify the Subscription Services to make them non-infringing or terminate this Agreement as it relates to the infringing portion of the Subscription Services and refund any amount prepaid by Customer for services that have not yet been used. THIS IS HEALTHRX’S ENTIRE LIABILITY CONCERNING INTELLECTUAL PROPERTY INFRINGEMENT. HealthRx will not be liable for any infringement or claim based upon any modification of the Subscription Services developed by Customer, or use of the Subscription Services in combination with software or other technology not supplied or approved in advance by HealthRx, or use of the Subscription Services contrary to this Agreement or the Documentation. Likewise, Customer will indemnify HealthRx in respect of any claim arising out of HealthRx hosting Customer Data or unauthorized changes to, or us of, the Subscription Services by Customer.
  15. Warranty & Warranty Disclaimer
    • Subscription Services – Limited Warranty. HealthRx warrants that the Subscription Services will conform in all material respects to the Documentation. As Customer’s sole remedy for any breach of this warranty, if Customer brings to HealthRx’s notice any incidence of non-conformance, HealthRx will use reasonable efforts to correct the error. HealthRx’s maintenance hours for receiving any such calls are set in the Order Form.
    • Service Level Guarantee. If the Subscription Services are unavailable to Customer for more than five percent (5%), or such other figure specified in the Order Form, of the scheduled uptime for any month (exclusive of scheduled maintenance time or any downtime attributable to third parties or Customer, or for which HealthRx is not responsible (including, but not limited to interruptions and delays inherent in Internet communications), then HealthRx will credit Customer with a proportionate share of the fees for such month on Customer’s next required payment to HealthRx (for example, if the Subscription Services are unavailable for six percent (6%) of the month, then the credit will be equal to six percent (6%) of the fees in respect of that month). In order to receive downtime credit, Customer must notify HealthRx in writing within forty eight (48) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service fees in any one (1) calendar month in any event. HealthRx will only apply a credit to the month in which the incident occurred. HealthRx’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of HealthRx to provide adequate service levels under this Agreement.
    • Warranty Limitation. The conditions and warranties set forth in this Agreement do not apply to the extent that non-compliance is caused by, or has resulted from, (i) Customer’s use of the Subscription Services other than as authorized in this Agreement; (ii) use of the Subscription Services in combination with other software, data or products that are defective, incompatible with, or not authorized in writing by HealthRx for use with the Subscription Services; (iii) any malfunction of Customer’s hardware, computers, computer-related equipment or network connections; and (iv) any modification of the Subscription Services not performed by HealthRx or otherwise authorized by HealthRx in writing.
    • Disclaimer. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 17 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEALTHRX DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, SECURITY AND NONINFRINGEMENT. HEALTHRX ALSO MAKES NO WARRANTY REGARDING (I) NONINTERRUPTION OF USE, (II) FREEDOM FROM BUGS, (III) THE AVAILABILITY AND/OR FUNCTIONALITY OF THIRD PARTY PRODUCTS, SERVICES, API’S, AND/OR INTEGRATIONS THAT ARE MADE AVAILABLE BY ANY THIRD PARTY, AND/OR (IV) THAT ANY PRODUCT OR SERVICE WILL MEET CUSTOMER’S REQUIREMENTS. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SUBSCRIPTION SERVICES AND THEIR FUNCTIONALITY IN ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS REPRESENTAITON, WARRANTY OR GUARANTEE. OTHER THAN THE EXPRESS WARRANTIES CONTAINED HEREIN AND STATUTORY WARRANTIES AND REMEDIES THAT CANNOT BE DISCLAIMED OR WAIVED UNDER APPLICABLE LAW, THE SUBSCRIPTION SERVICES AND ANY RELATED SERVICES, AS APPLICABLE, ARE PROVIDED AS-IS AND WITH ALL FAULTS. HEALTHRX DOES NOT SEEK TO LIMIT CUSTOMER’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. THE PARTIES AGREE THAT IT IS CUSTOMER’S RESPONSIBILITY TO DETERMINE IF THE SOFTWARE, THE SUBSCRIPTION SERVICES OR THE PROFESSIONAL SERVICES ARE SUITABLE FOR CUSTOMER’S REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
  16. Limitation of Liability

HEALTHRX’S ENTIRE LIABILITY FOR ALL CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SUBSCRIPTION SERVICES AND ANY RELATED SERVICES, IF ANY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO AND WILL NOT EXCEED, IN THE AGGREGATE THE AMOUNT PAID TO HEALTHRX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL HEALTHRX BE LIABLE FOR LOSS OF DATA, INCOME, PROFIT OR SAVINGS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY PARTY, INCLUDING THIRD PARTIES, EVEN IF HEALTHRX OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE FOREGOING LIMITATIONS OF LIABILITY ALLOCATE THE RISKS BETWEEN HEALTHRX AND CUSTOMER AND FORM A MATERIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. HEALTHRX’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

  1. Term and Termination
    • Term of Agreement. This Agreement commences on the Effective Date or on the date that access to the Subscription Services is made available to Customer, whichever is sooner, and continues until all subscriptions hereunder have expired or have been terminated.
    • Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one (1) year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
    • Termination by Customer. Customer has the right to terminate this Agreement if HealthRx is in default of any term or condition herein, and fails to cure such default within thirty (30) days after receipt of written notice of such default or if HealthRx becomes insolvent or any proceedings are to be commenced by or against HealthRx under any bankruptcy, insolvency or similar laws.
    • Termination by HealthRx. Subject to Section 19(e) (Failure to Pay Fees), HealthRx has the right to terminate this Agreement if Customer is in default of any term or condition of this Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default. Without limitation, it will be deemed a Customer default under this Agreement if Customer fails to pay any amount when due hereunder. HealthRx may terminate this Agreement immediately if: (i) Customer breaches Section 2 (Restrictions) ) or Section 15(a) (Customer Data); or (ii) Customer becomes insolvent, a receiver, administrator, controller or a liquidator is appointed to Customer,
    • Early Termination. Customer understands that HealthRx has undertaken significant implementation and investment costs which are intended to be amortized over any initial term indicated on the Order Form (“Initial Term”). In consideration of the costs and the pricing structure acknowledged and accepted in the Order Form, Customer agrees to pay liquidated damages if Customer elects early termination during such Initial Term (other than pursuant to Section 19(c)). The liquidated damages for such early termination will be the value of the fees for the remainder of the Initial Term, along with any outstanding fees for additional modules and services ordered but not yet paid for by Customer since the date of this Agreement. These liquidated damages are due and payable in a lump sum on the date of termination of the Agreement. Customer acknowledges that the actual damages likely to result from a breach of the Initial Term by Customer are difficult to ascertain and that the foregoing liquidated damages are intended to represent estimated actual damages and are not intended as a penalty.
    • Data Portability and Deletion. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, HealthRx will make the Customer Data available to Customer for export or download. After such thirty (30) day period, Customer acknowledges that HealthRx will have no obligation to maintain or provide Customer Data.
    • Surviving Provisions. Following the termination of this Agreement, the Sections titled “Payment Terms,” “Taxes,” “Ownership,” Customer Input,” “Confidentiality,” “Data,” “Indemnification,” “Warranties & Warranty Disclaimer,” “Limitation of Liability,” “Term and Termination,” “Assignment,” “Dispute Resolution,” “Governing Law” and “General Provisions” will continue in full force and effect in accordance with their terms.
  2. Governing Law; Jurisdiction. This Agreement and all issues arising out of this Agreement shall be governed by and construed solely and exclusively under and pursuant to the laws of the State of New York and any action brought concerning the matters contemplated by this Agreement shall be brought in the District Court of the Southern District of New York and of any Federal District Court sitting in New York, New York. The parties exclude the operation of the United Nations Convention on Contracts of the International Sale of Goods.
  3. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration in New York County, New York, U.S.A., under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. All other disputes (excluding the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in Section 21 (Governing Law; Jurisdiction). Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its reasonable attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement to the extent successful.
  4. General Provisions
    • S. Government Restricted Rights. Any use of the Subscription Services by or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph I(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs I(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.
    • Export Compliance. Customer acknowledges and agrees that the Subscription Services are subject to the U.S. Export Administration Laws and Regulations. Customer agrees that no part of the Subscription Services or information obtained through use of the Service, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without notice, and Customer must comply with the list as it exists in fact. Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. Customer agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
    • Non-Solicitation. During the Term of this Agreement and for a period of one (1) year following the termination of this Agreement, each party hereto agrees not to solicit, recruit or employ any employee of the other party without the prior written consent of the Chief Executive Officer, President or Director of the other party. For purposes of this section, the terms “employee,” shall include any person with such status at any time during the six (6) months preceding any solicitation in question. For the avoidance of doubt, the foregoing restriction shall not apply to the following forms of solicitation (and resulting employment): (i) a party using general bona fide solicitations directed at the public or industry participation in general in publications or internet resources not specifically targeted at employees of the other party, or employing any person who responds to such solicitations; (ii) using search firms, or hiring any persons solicited by such search firms, so long as such firms are not advised by a party to solicit employees of the other party; or (iii) soliciting any person who has left the employment of the other party prior to the date of this Agreement.
    • Assignment. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except neither party will require the other’s consent to assign this Agreement to an entity that purchases all or substantially all the assets of the business of the party.
    • Purchase Orders Not Binding. No terms or conditions contained in any purchase order or other instrument issued by Customer purporting to cover the purchase of licenses to the Software or maintenance thereof, or any other products or services provided by HealthRx shall be binding on the parties and any such order or other instrument shall be null and void and shall have no legal force or effect.
    • No Waiver. The failure of either party to enforce any provision of this Agreement will not be construed to be a waiver of such provision, nor affect the validity of this Agreement or any part thereof, or the right of the other party to enforce any provision.
    • Force Majeure. Other than with respect to the obligation to pay fees hereunder, neither party shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, epidemics, pandemics, the spread of infectious diseases' quarantines, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of the parties and notwithstanding any of the foregoing that are ongoing as of the date of this Agreement, so long as its effects are not reasonably foreseeable as of the date of this Agreement), provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses commercially reasonable efforts to promptly correct such failure or delay in its performance.
    • Severability. If any provision of this Agreement, or part thereof, is determined to be void or unenforceable in whole or in part by a court of competent jurisdiction, such invalid provision, or part thereof, shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, or part thereof, which remaining provisions or parts thereof shall remain in full force and effect.
    • Publicity. Except as may be required by applicable law, neither party shall disclose the terms of this Agreement or issue a press release in connection with the subject matter of this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, HealthRx shall be permitted to name Customer as a customer of HealthRx on HealthRx’s website and in other HealthRx marketing materials and each party shall have the limited right to disclose the terms of this Agreement to its bona fide accounting, tax and legal advisors.
    • Independent Contractor. The relationship of the parties established by this Agreement is that of independent contractors. This Agreement does not establish an agency, joint venture or partnership relationship between HealthRx and Customer. Neither party is permitted to bind, or to enter into obligations on behalf of, the other party.
    • Entire Agreement. This Agreement, along with the Order Form, constitutes the full and complete statement of the agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements, understandings or communications, whether written or verbal, relating to such subject matter. This Agreement may not be varied other than in writing executed by the duly authorized representatives of both parties.
    • Counterparts. This Agreement may be executed in counterparts (including by way of e-mail delivery of a Portable Document Format (PDF), or by using a web-based e-signature platform such as DocuSign), each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.