1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER UPON EXECUTION OF AN ORDER FORM OR SIMILAR DOCUMENT FOR A SUBSCRIPTION TO THE HC1 OPIOID ADVISOR SOLUTION (THE “SERVICE”) WITH HC1.COM INC. (hc1). FOR PURPOSES OF THESE TERMS OF SERVICE, ANY SUCH ORDER FORM OR SIMILAR AGREEMENT DESCRIBED ABOVE THAT GOVERNS CUSTOMER’S SUBSCRIPTION TO THE SERVICE SHALL HEREINAFTER BE REFERRED TO AS THE “ORDER FORM.” ADDITIONALLY, EACH SUCH REFERENCE TO “CUSTOMER” SHALL INCLUDE A PARTY REFERENCED AS A CUSTOMER OR A SUBSCRIPTION CUSTOMER OR OTHER LIKE TERM IN AN ORDER FORM BETWEEN THE CUSTOMER AND HC1. CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING HC1 OPIOID ADVISOR™ TERMS OF SERVICE BEFORE EXECUTING THE ORDER FORM.
“Authorized Users” means pharmacists or health care practitioners within Customer’s organization or health care entities that have a member or client relationship with Customer, which is described in a valid agreement between such practitioners or entities and Customer, and that, in accordance with the terms of the Order Form:
“NABP” means the National Association of Boards of Pharmacy.
“NarxCare” means the web-based substance use disorder management software product marketed and sold by Bamboo Health under the NarxCare brand.
“PMP” or “PMPs” means one or more state prescription monitoring programs that collect prescription drug dispensing and other information from entities such as pharmacies, providers, and first responders and permit users who meet applicable state-designated requirements to access such information.
“PMP Analyses” means a comparison between (a) toxicology orders and results made available by Customer via an HL7 data feed to the Service, and (b) PMP Data.
“PMP Data” means prescription history information maintained by PMPs.
“Requirements” means applicable laws and/or rules established, from time to time, by a state related to its PMP including, but not limited to, PMP access or permitted use(s) of PMP Data, by the federal government, and/or rules issued by Bamboo Health related to the Gateway Service. “Requirements” may relate to one or more state PMPs, as the context requires.
3. hc1 Opioid Advisor Solution Access Rights. During the Term of Customer’s subscription to the Service, Customer will ensure:
Customer further acknowledges and agrees, neither hc1, Bamboo Health, nor their licensors shall have any liability in the event PMP denies Customer’s request to access PMP Data or revokes Customer’s access to PMP Data, or if PMP Data is unavailable for any reason beyond hc1 or Bamboo Health’s reasonable control. Customer acknowledges the PMP Data and any prescription history services based on the PMP Data is on an “as is” and “as available” basis.
4. Representation and Warranties. Upon signing the Order Form, Customer represents and warrants that it is not currently under formal investigation, indictment, or prosecution, and has not been convicted, disciplined, or sanctioned over the last five years by any governmental entity or self-regulation program for violation of any government statutes, rules, or regulations under or related to health care, drugs, or criminal acts. Customer further represents and warrants that its credentialing and processes adheres to all applicable state and federal laws and rules and Requirements for credentialing and validation of the pharmacists or health care practitioners, their delegates, and entities or users who seek to access or use the Solution or PMP Data, and Customer employees and contractors who do not provide patient care but who seek to access or use the Service. If state law prohibits health care practitioners’ delegates from accessing the PMP or PMP Data, then Customer’s credentialing and identity validation processes must prevent delegates from accessing the Service and PMP Data.
Customer further acknowledges and agrees the information provided in the reports is derived from third-party data and reflects information transmitted or uploaded to hc1. The intent of the reports, and the information contained herein is to provide physicians and other health professionals with clinical decision support, that is, assistance with clinical decision-making tasks, and is not a substitute for professional judgment of health care professionals in diagnosing and treating patients. In no event is hc1 responsible for reviewing, interpreting or validating the accuracy of such information. In no event does hc1 assume any liability or responsibility for damage or injury (including death) to persons or property arising from any use of or reliance upon any information contained within the reports.
5. Discontinuance / Early Termination. Notwithstanding anything contained in the Order Form, the Terms of Service or the Agreement to the contrary, Customer acknowledges and agrees that hc1 will, in collaboration with Bamboo Health, make PMP Analyses available to Customer as a part of the Service and access to the PMP Analyses depends on Bamboo Health’s ability to sufficiently access PMP Data. Customer further acknowledges and agrees hc1 may terminate Customer’s subscription to the hc1 Opioid Advisor™ Solution if Bamboo Health terminates the agreement between hc1 and BambooHealth arising from the insufficient availability or unavailability of PMP Data. hc1 will provide written notice to Customer ninety (90) days prior to the effective date of such termination if such notice period is feasible in hc1’s sole discretion. If such termination occurs, hc1 shall issue a refund of any unearned and prepaid fees made by Customer to hc1 for the hc1 Opioid Advisor Solution portion of the Service.
6. Conduct. Customer shall not, and shall ensure its Authorized Entities and Authorized Users shall not, engage in unlawful, objectionable, or malicious conduct or activities related to the use or and access to the Solution or PMP Data including, but not limited to, (i) the transmission or distribution of viruses, computer worms, Trojan horses, malicious code, denial of service attacks, unsolicited commercial e-mail, or the like; (ii) the unauthorized entry to any other machine accessible via the Solution; (iii) the unauthorized submission or transmission of data or material protected by a proprietary right of a third party; or (iv) the submission of otherwise objectionable information, material, or communications.
7. Certificate of Authority. Upon request, Customer agrees to provide a copy of its state-issued certificate of authority to access PMP Data, whether temporary or full, if Customer is required to obtain such a certificate or authorization. If such a certificate is not yet available, Customer agrees to provide a copy of its application(s) upon request.
8. Audit. Customer agrees to permit hc1, Bamboo Health or a state to audit its records and interview staff, during regular business hours, related to the access to the Service and to the PMP Data. In the event of an audit to be conducted by hc1 or Bamboo Health, hc1 or Bamboo Health, as the case may be, agrees to provide at least fifteen (15) days’ advance written notice of such audit. In no event will any such audit exceed once annually.
9. Third Party Beneficiaries. Upon signing the Order Form for a subscription to the Service as referenced in Section 1 of these hc1 Opioid Advisor Solution Terms of Service, Customer shall (a) indemnify hc1, Bamboo Health, and NABP for Customer’s use of the Service and NarxCare that is not consistent or in compliance with the Order Form or applicable law, (b) name hc1, Bamboo Health, and NABP as third-party beneficiaries, (c) not further sublicense, transfer, sell, disclose, export, or otherwise grant or permit access to or use of the Service, PMP Analyses or PMP Data to any other third party.
10. Data Retention. Customer acknowledges, upon termination of its subscription to the Service, hc1 and Bamboo Health are required to maintain one (1) copy of data submitted to the Service and other user-related information for legal purposes, in which instance, hc1, and Bamboo Health shall securely retain such information in accordance with all applicable laws.