- Background: A to Z Consulting, Inc. d/b/a PriceMyPills (“PriceMyPills”) provides certain subscription services to its members that include matching its provider members to its patient members based on information provided by each pharmacy member and each patient member (the “Services”). You, the provider member (“Provider”), a licensed pharmacy in the United States, are interested in subscribing to this service.
- Monthly Subscription: By purchasing a Monthly Subscription, Provider agrees to pay an initial and recurring Monthly Subscription Fee at the then-current Monthly
Subscription rate for each level of member, as set forth on the Online Platform, and Provider accepts responsibility to pay all recurring charges until Provider cancels its
subscription. Provider may cancel its Monthly Subscription at any time, subject to the terms of our cancellation policy in Paragraph 4 below. Price is subject to change. Once
Provider subscribes, PriceMyPills will automatically process its Monthly Subscription Fee in the next billing cycle. PriceMyPills will continue to automatically process its Monthly
Subscription Fee each month at the then-current Monthly Subscription rate, until Provider cancels its subscription. Our Cancellation Policy is further explained below.
- Silver – Provider will receive basic access to place bids and chances to submit an anonymous claim.
- Gold – Provider will receive the ability to attract patients directly, an evaluation from PriceMyPill on how to get more top of the line bids, website or digital content evaluation, access to unlimited patient bidding and tips on how to get a successful bid, and can be found by patients on the homepage search maps.
- Diamond – Provider will receive the best consulting services, digital marketing, SEO, tips on how to be exclusive and more competitive, and website and digital content evaluation.
- Declined Payment:
If PriceMyPills does not receive payment from its credit card provider or if its credit card expires or is rejected, Provider agrees to pay all amounts due upon demand. Following any such non-payment, PriceMyPills may require Provider to provide a second valid credit card before continuing to use the Online Platform. Provider authorizes PriceMyPills to charge outstanding fees and other amounts due against any credit card Provider have on file with us. We reserve the right to take all steps necessary to collect amounts due from you, including but not limited to legal action and/or using third party collection agencies. Provider is solely responsible for any and all fees charged to its credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limits. Provider agrees to notify PriceMyPills about any billing problems or discrepancies within 90 days after they first appear on its credit card statement, If Provider does not bring them to our attention within 90 days, Provider agrees that Provider waives the right to dispute such problems or discrepancies. We may modify the price, content, or nature of the Services at any time. At our discretion, we may grandfather in the prices of certain members based on factors such as sign up date and good standing. PriceMyPills will notify members prior to the implementation of any price change. If we modify any of the foregoing terms, Provider may cancel the membership, and such cancellation shall be its sole remedy. We may provide notice of any such changes by email, notice to Provider upon log-in, or by publishing them on the Online Platform.
- Cancellation Policy for Monthly Subscriptions:
Provider may cancel the Monthly Subscription at any time by logging into its account, clicking My Account/Subscription, and following the cancellation procedures described there. When we receive your cancellation, you will be refunded the last payment subscription amount received by PriceMyPills. The refund of the last payment received is PriceMyPills’ sole obligation to you upon cancellation.
- Compliance with Policies:
Provider shall procure and maintain, at its sole expense, professional and malpractice insurance with limits of no less than One Million Dollars ($1,000,000.00) for each claim and of no less than Three Million Dollars ($3,000,000.00) aggregate, as well as comprehensive general liability insurance. Provider shall also assure that all pharmacists and other healthcare professionals employed under contract with Provider to render services to patients subscribed to the Online Platform procure and maintain such insurance, unless they are covered under its insurance policies. Provider and its pharmacists’ and other healthcare professionals’ professional liability insurance shall be either occurrence or claims made with an extended period reporting option under such terms and conditions as may be reasonably required by us. Provider shall submit to us in writing evidence of insurance coverage.
- Laws, Regulations, and Licenses:
Provider shall maintain all federal, state, and local licenses, certifications, and permits, without restriction, required to provide Pharmaceutical Services to PriceMyPills’s patients. Provider shall notify PriceMyPills in writing, within ten (10) days, of any suspension, revocation, condition, limitation, qualification, or other restriction of its license by any state in which Provider is authorized to provide Pharmaceutical Services, which would prohibit Provider from performing any of its obligations under this Agreement. By reference, this Agreement incorporates all applicable federal and state laws and regulations and any applicable court orders or consent decrees, and any and all revisions of such laws or regulations, court orders, or consent decrees shall automatically be incorporated into the Agreement as they become effective.
- HIPAA Compliance:
Provider hereby acknowledges that Provider is a covered entity subject to the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Provider shall comply with the transactions and code set, privacy, and security regulations of HIPAA. Compliance includes meeting all required transaction formats and code sets with the specified data partner situations required under the regulations. Provider agrees that if Provider is not in compliance with all the applicable standards defined within the transactions and code sets, privacy, security, and all subsequent HIPAA standards, that it shall be in breach of the Agreement and shall then take all reasonable steps to cure the breach or end the violation as applicable. If Provider is not in compliance with any of the transactions and code sets, privacy or security requirements, PriceMyPills may terminate this Agreement at any time. Provider shall report to PriceMyPills within forty-eight (48) hours immediately upon becoming aware of any use or disclosure of protected health information in violation of the Agreement by you, its officers, directors, employees, subcontractors, agents, or by a third party to which Provider disclosed protected health information. Provider shall make available to PriceMyPills’s patient subscribers the right to amend their protected health information in accordance with the HIPAA regulations.
- HITECH Compliance:
Provider represents and warrants that Provider and its employees, contractors, and subcontractors meet and abide by all applicable rules and regulations not in existence or hereafter promulgated or adopted related to the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, as well as any other state or federal laws, statutes, rules, and regulations relating to privacy.
- No Warranty:
All services on online platform are provided on an "as is" and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, we make no warranty that
- The services will meet its requirements,
- The services will be uninterrupted, timely, secure, or error-free,
- The results that may be obtained from the use of the services will be effective, accurate or reliable, or
- The quality of any services or information purchased or obtained by provider from the online platform from us or our affiliates will meet its expectations or be free from mistakes, errors or defects.
PriceMyPill disclaims all express or implied representations and warranties regarding the information, services, and any other resources available on or accessible through the online platform, including any warranties of accuracy, title, non-infringement, merchantability and fitness for a particular use. PriceMyPills disclaims any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to its use of the online experience and/or any PriceMyPills services. provider assumes total responsibility for its use of the online platform and any linked sites. provider’s sole remedy against PriceMyPills for dissatisfaction with the online platform or any content is to stop using the online platform or any such content. this limitation of relief is a part of the bargain between the parties. we make no warranty regarding any transactions executed through, or in connection with this site, and provider understands and agrees that such transactions are conducted entirely at its own risk. any warranty that is provided in connection with any products, services, or information available on or through the online platform from a third party is provided solely by such third party, and not by us or any other of our affiliates.
- Limitation of Liability:
In no event shall we or our affiliates be liable to provider or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, loss of data, data breach, inadvertent disclosure of protected health information, or loss of profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the online platform or of any web online platform referenced or linked to from this site. Further, we shall not be liable in any way for third party goods and services offered through the online platform or for assistance in conducting commercial transactions through this site, including without limitation the processing of orders.
Provider agrees to identify and hold harmless PriceMyPills, its officers, agents, and employees from and against any and all claims, liabilities, losses, and causes of action which may arise, accrue, or result to any person, firm, corporation, or other entity which may be injured or damaged as a result of acts, omissions, bad faith, negligence, or willful misconduct on its part, its employees, or any other person acting for or on its or their behalf relating to this Agreement.
- Governing Law:
This Agreement shall be governed according to the laws of the State of Florida. This Agreement, in all instances and regardless of the jurisdiction, forum, court or other tribunal, shall be governed by, and interpreted in accordance with, the laws of the State of Florida. Exclusive jurisdiction and venue for any dispute relating to this Agreement shall reside in the Circuit Court of Duval County, Florida. The parties agree and expressly consent to the exercise of personal jurisdiction in said court in connection with such dispute.
- Attorney’s Fees and Costs:
If litigation is instituted between the parties with respect to the arrangement contemplated by this Agreement, the prevailing party therein shall be entitled to recover, in addition to all other relief obtained, costs, expenses and fees, including attorney fees, incurred in such litigation, both in the trial court and on appeal.
Any and all disputes arising from or related to this agreement, other than disputes relating to intellectual property infringement, including whether the dispute is arbitrable and the scope of this arbitration agreement, shall be finally resolved by arbitration administered by a single arbitrator under the florida arbitration act. The arbitration shall be governed by and construed by florida law to the fullest extent possible. unless otherwise agreed by the parties, the arbitration shall take place in duval county, florida. judgment on the arbitral award may be entered in any court having jurisdiction thereof. Provider waives, to the fullest extent permitted by law, any right provider may have to a trial by jury in respect to any suit, action, clam, or proceeding subject to this provision.
- Class Action Waiver:
To the maximum extent permitted by law, provider waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on a claim in which the other party or a related entity is a party. Provider agrees to bring claim against PriceMyPills in its individual capacity and not as a plaintiff or class member in any purported class. Further, unless we agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over a representative or class proceeding.
All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, sent by electronic mail, sent by nationally-recognized overnight courier, or mailed by registered or certified mail (return receipt requested), potage prepaid to Provider at the address or email address provided by Provider in registering for this subscription, and to PriceMyPills at legal@PriceMyPill.com (or at such other address for a party as shall be specified by like notice).
- Complete Agreement; No Waiver:
- No Rule of Strict Construction:
Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
Neither party may transfer or assign this Agreement to a third party without the prior written consent of the other party, except that PriceMyPills may assign this Agreement without Provider’s consent in connection with a sale of all or substantially all of PriceMyPill’s assets or business.
All information, data, software, photographs, graphics, videos, text, images, typefaces, sounds and other material (collectively “Content”), including but not limited to the selection, coordination, arrangement and enhancement of such Content, contained on the Online Platform is owned, controlled or licensed by or to PriceMyPills, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal information and non-commercial use and that you do not alter or modify the Content in any way, and maintain any notices contained in the Content, such as all copyright notices, trademark legends or other proprietary rights notices.
- Health-Related Content Is Not Medical Advice
Any health-related Content residing on the Online Platform describes general principles of health care that should not be construed as specific instructions or information for individual patients. It is not intended as a substitute for a consultation with your physician, and should not be used to diagnose or treat a health problem without consulting your physician. It is for reference only and should not be used to determine treatment for specific medical conditions—only a health care provider can do that. The Online Platform is not intended and must not be taken as the rendering of medical, nursing or professional health care advice or services, or the practice of medication, nursing or professional health care in any jurisdiction. You should discuss the information provided with a physician, pharmacist, nurse or other licensed health care professional. You should also check product information (including package inserts) regarding dosage, precautions, warnings, interactions and contraindications before administering or using any device, drug, herb, vitamin or supplement discussed on the Online Platform.
You understand and agree that in no event will PriceMyPills be liable for any decision made or action taken in reliance on the information contained on, or accessible through, the Online Platform. Reliance on any information provided by, or otherwise appearing on, the Online Platform is solely at your own risk.
PriceMyPills does not recommend or endorse any specific prescription drug or pharmacy that may be mentioned on the Online Platform. Reliance on any information provided by PriceMyPills, PriceMyPills’ employees or others is solely at your own risk.
- Registration Data and Privacy
In order to access some of the services on this site, you will be required to use an account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”), and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate. If you provide any information that is fraudulent, untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Online Platform. Because any termination of your access to the Online Platform may be effected without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Online Platform. Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to your account or the Online Platform.
You are responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for all activities that occur in connection with your password or account. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Online Platform using your account. PriceMyPills cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
By using the Online Platform, you also acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Online Platform may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
- Conduct on Site
You must be at least 18 years of age to use PriceMyPills. Your use of the Online Platform is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site.
You may not use your account to breach the security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Online Platform may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the Online Platform or other similar services. Users who violate systems or network security may incur criminal or civil liability. You may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Online Platform, or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Online Platform, or any Content, to obtain or attempt to obtain any documents or information through any means not purposely made available through the Online Platform.
- Third Party Sites and Information
The Online Platform may contain links to other independent third-party websites. PriceMyPills provides these links for your reference only. PriceMyPills does not control these websites, and PriceMyPills is not responsible for, and does not endorse, their content and resources or any services offered through such third-party websites.
- Unauthorized Use of Materials
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Online Platform without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
- Disclaimer of Warranties
all services on online platform are provided on an "as is" and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. without limiting the foregoing, we make no warranty that (a) the services will meet your requirements, (b) the services will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the services will be effective, accurate or reliable, or (d) the quality of any products, services, or information purchased or obtained by you from the online platform from us or our affiliates will meet your expectations or be free from mistakes, errors or defects.
this online platform could include technical or other mistakes, inaccuracies or typographical errors. we may make changes to the services at this site, including the prices and descriptions of any products listed herein, at any time without notice. the services at the online platform may be out of date, and we make no commitment to update such services.
the use of the services or the downloading of any materials through the online platform is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. PriceMyPills cannot ensure that any files or other data you download from the online platform will be free of viruses or contamination or destructive features.
PriceMyPills disclaims all express or implied representations and warranties regarding the information, services, products, and any other resources available on or accessible through the online platform, including any warranties of accuracy, title, non-infringement, merchantability and fitness for a particular use.
PriceMyPills disclaims any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use of the online experience and/or any PriceMyPills services. you assume total responsibility for your use of the online platform and any linked sites. your sole remedy against PriceMyPills for dissatisfaction with the online platform or any content is to stop using the online platform or any such content. this limitation of relief is a part of the bargain between the parties.
Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. We make no warranty regarding any transactions executed through, or in connection with this site, and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any products, services, or information available on or through the online platform from a third party is provided solely by such third party, and not by us or any other of our affiliates.
You understand and agree that temporary interruptions of the services available through the Online Platform may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the services available on the Online Platform are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.
The above disclaimers apply to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of or use, whether for breach of contract, tort, negligence, or any other cause of action.
Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.
PriceMyPills reserves the right to do any of the following, at any time, without notice to: (i) modify, suspend, or terminate operation of or access to the Online Platform, or any portion of the Online Platform, for any reason; (ii) modify or change the Online Platform or any portion of the Online Platform, and any applicable policies or terms; and (iii) interrupt the operation of the Online Platform, or any portion of the Online Platform, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
- Limitation of Liability
In no event shall we or our affiliates be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the online platform or of any website referenced or linked to from this site.
Further, we shall not be liable in any way for third party goods and services offered through the online platform or for assistance in conducting commercial transactions through this site, including without limitation the processing of orders.
Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
- Security and Password
You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account.
- Electronic Communication
You certify that you entered your own information, and give permission to be contacted at the email address and/or phone number provided by autodialed calls/text messages and/or pre-recorded messages, by PriceMyPills, about healthcare and consumer products/services, regardless of your status on any State or Federal Do Not Call list. You understand consent is not a condition of purchase.
In addition to email, you understand that PriceMyPills may use SMS communications to interact with you. Such communications may include limited personal information about my prescriptions, treatment or benefits, and individuals with access to your mobile phone, carrier account or email address will also be able to see this information.
You understand that you may stop receiving email alerts by emailing PriceMyPills at email@example.com. You also understand that you can opt-out of SMS communications at any time by going into your Account Settings and amending your notification preferences. PriceMyPills 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.
- International Use
The Online Platform is not appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Online Platform from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Online Platform is void where prohibited.
- Termination of Use
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Online Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further future access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
- Governing Law
This Online Platform (excluding any linked sites) is controlled by us from our offices within Texas and can be accessed from all 50 states. As each of these places has laws that may differ, by accessing the Online Platform both of us agree that the statutes and laws of the State of Florida, without regard to the conflicts of laws principles thereof will apply to all matters relating to the use of the Online Platform and the purchase of products and services available through this site.
Any and all disputes arising from or related to this agreement, other than disputes relating to intellectual property infringement, including whether the dispute is arbitrable and the scope of this agreement to arbitrate, shall be finally resolved by arbitration administered by a single arbitrator under the then-applicable rules of the american arbitration association in accordance with the federal arbitration act. the arbitration shall be governed by and construed by federal law to the fullest extent possible. Unless otherwise agreed by the parties, the arbitration shall take place in duval county, florida. judgment on the arbitral award may be entered in any court having jurisdiction thereof. You waive, to the fullest extent permitted by law, any right you may have to a trial by jury in respect to any suit, action, clam, or proceeding subject to this provision.
- Class Action Waiver
To the maximum extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on a claim in which the other party or a related entity is a party. You agree to bring claim against PriceMyPills in your individual capacity and not as a plaintiff or class member in any purported class. Further, unless we agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over a representative or class proceeding.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Kirat Shahiwala at legal@PriceMyPills.com. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the Online Platform to inform you of changes to the Online Platform or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
- Entire Agreement
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our Online Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
- Messaging Services
PriceMyPills may allow users to request and receive pricing information and coupons via communications including but not limited to text messaging and email. By requesting pricing information and coupons from PriceMyPills you are consenting to be contacted with prescription-related information. You acknowledge that there may be some risk that the information in the communication(s) could be read by a third party. PriceMyPills provides no warranty for any of the pricing data or other information provided to you via such communications.