Terms of Use

 

LAST UPDATED 03/08/2022


These terms of use (“Terms of Use”) define the relationship between Protea Innovation, LLC (“Protea”) and you, the provider accessing the Protea’s AMRA prescription refill management software (“AMRA”). YOU MAY USE THE SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS. By using AMRA, you represent, warrant, and covenant that: (1) you will not use AMRA for any illegal or unauthorized purpose; (2) your use will not violate any applicable law, regulation, or rule; and (3) you have the legal capacity and agree to comply with these Terms of Use.

 

If you do not agree to these Terms of Use, do not use AMRA. Your use of AMRA constitutes agreement to these Terms of Use.

 

We may amend these Terms of Use at any time by posting the revised Terms of Use on the AMRA website, www.amrarx.com (the “Website”). We may terminate these Terms of Use at any time by suspending or terminating access to AMRA and/or notifying you. You can see when these Terms of Use were last revised by referring to the “Updated” legend above. Your continued use of AMRA after we have posted revised Terms of Use signifies your acceptance of such revised Terms of Use. No amendment or modification of these Terms of Use will be binding unless in writing and signed by our duly authorized representative or posted to the Website by our duly authorized representative.

 

AMRA services are purchased as an organization at a per-provider license fee (“License Fee”). License Fees for use of AMRA are subject to change at any time. You agree to provide current, complete, and accurate purchase and account information. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date. We may change License Fees or other prices for AMRA or any other service or product provided by Protea at any time upon 30 days’ notice. All payments shall be in U.S. dollars.  We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. You may cancel your use of AMRA at any time after giving 30 days’ notice to Protea via email at amra@proteainnovation.com. However, no refunds or credits shall be issued for payments made before cancelling your use.

 

You use of AMRA may require you to subscribe or purchase coordinating software, programs, or applications.

 

These Terms of Use constitute a legally binding agreement between Protea and you governing your use of AMRA, the Website, and all of the text, data, information, software, and functionality therein. You are responsible for regularly reviewing these Terms of Use. You can review the most current version of the Terms of Use at any time by selecting the link on the Website. You acknowledge that you have read these Terms of Use, and accept, understand and will be bound by such terms and conditions. You further acknowledge that these Terms of Use represent the complete and exclusive statement of the agreement between us and supersede any proposal or prior agreement oral or written, and any other communications between us relating to your access or use of AMRA.

 

IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENTAL AGENCY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THIS TERMS OF USE, IN WHICH CASE “YOU” REFERS TO HEREONOUT AS SUCH LEGAL ENTITY. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE AMRA OR SERVICES.

 

 

  1. Business Associate Agreement

 

All organizations authorized to access and use AMRA are required to enter into a Business Associate Agreement (“BAA”) with Protea in accordance with the Health Insurance Portability and Accountability Act (“HIPAA”). YOU MAY NOT USE AMRA UNTIL YOUR ORGANIZATION HAS ENTERED INTO A BAA WITH PROTEA.

 

 

  1. Services

 

AMRA analyzes medical information entered into the electronic health record (the “EHR") by providers and provides medication refill recommendations to providers. The recommendations provided by AMRA are only as good as the medical information entered into the EHR. You are responsible for entering accurate, precise, and timely information into theEHR to ensure a reliable result. AMRA is intended to supplement and should not replace existing provider care. AMRA IS NOT DESIGNED, INTENDED, OR APPROPRIATE TO REPLACE THE RELATIONSHIP BETWEEN HEALTHCARE PROFESSIONALS AND PATIENTS OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. YOU ARE RESPONSIBLE FOR MAKING MEDICAL DECISIONS AND EXERCISING CLINICAL JUDGMENT WITH RESPECT TO YOUR PATIENT’S HEALTHCARE. PROTEA IS NOT LIABLE IN ANY WAY FOR MALPRACTICE OR SUBSTANDARD TREATMENT PROVIDED TO ANY PATIENTS. YOU ARE USING AMRA AT YOUR OWN RISK.

 

Equipment

 

AMRA is intended to be used by computing device such as a personal computer, tablet, or in some cases, with a smartphone (the “Devices”), but Protea does not offer any, and expressly disclaims all, device or product warranties with respect to the Devices.

 

Changes to AMRA

 

Protea is continuously working to make sure AMRA comports with the highest industry standards and is of the best quality Protea can offer. Therefore, Protea may, from time to time, make changes to improve functionality, add features, or fix issues. Therefore, Protea retains the right, in its sole discretion, to make changes to AMRA when and as Protea sees fit. Such changes may affect the previous mode of operation of AMRA, and the Website. We also reserve the right to establish certain limitations on your use of or access to AMRA at any time, with or without notice.

 

In connection with any change made to AMRA, users may or may not be required to install updates to continue accessing AMRA. In all cases, you agree that Protea may deliver these updates as part of AMRA.

 

 

  1. Term and Termination

 

This Terms of Use begins when you purchase a license for AMRA or otherwise create an account, and continues in full force and effect until such time as this Terms of Use is terminated by you or by Protea, as provided herein (the “Term”).

 

Protea reserves the right to restrict or terminate your access to AMRA and its respective content or any features thereof at any time. Protea may terminate this Terms of Use and the Term under the following conditions: (i) at any time upon 30 days’ advance written notice to you; (ii) immediately in the event that you use the Services for a Prohibited Use.

 

Upon 30 days’ notice to Protea you may terminate these Terms of Use by contacting Protea via email at amra@proteainnovation.com. If you wish to terminate these Terms of Use, be advised that you must terminate your account.

 

The provisions of these Terms of Use shall survive the termination or suspension of your account and shall continue in full force after your account is closed.

 

 

  1. Prohibited Use

 

You may not use AMRA for illegal or unlawful or malicious activities, or for activities that we deem improper for any reason whatsoever in our sole judgment, including, without limitation, harassing or making disparaging comments to any user of AMRA. We reserve the right to take preventative or corrective actions to protect ourselves and our users. Your use of AMRA is conditioned in part on your compliance with the rules of conduct provided herein, and your failure to comply may result in termination of your access to and use of AMRA and liability for damages caused by your noncompliance. In addition to the foregoing, while using AMRA, you may not (a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information; (b) defame, abuse, harass, stalk, intimidate, bully, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (c) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information; (d) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature; (e) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of AMRA; (f) “frame” or “mirror” any portion of AMRA; (g) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of AMRA; (h) harvest or collect information about or from other users of AMRA; (i) use AMRA for any illegal activity; (j) probe, scan or test the vulnerability of AMRA, nor breach the security or authentication measures on AMRA or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of AMRA, such as a denial of service attack; (k) send or otherwise post unauthorized commercial communications (such as spam); (l) engage in unlawful multi-level marketing, such as a pyramid scheme; (m) enter content that is hateful, threatening or pornographic, incites violence, or contains nudity or graphic or gratuitous violence; (n) access or use any portion of the content if you are a direct or indirect competitor of the Protea, or provide, disclose or transmit any portion of the Content to any direct or indirect competitor of the Protea; (o) use or distribute any content, including content that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product; (p) allow others to use your account or license; or (q) facilitate or encourage any violations of this Agreement.

 

Protea has no duty to monitor your use of AMRA to ensure your compliance with these Terms.

 

 

  1. Warranties, Disclaimers and Limitations of Liability

 

Your Warranties

 

You represent and warrant to Protea that (a) all information, including, without limitation, that you provide to us is accurate and truthful, (b) you have the authority, rights, and necessary permissions to use AMRA as provided in these Terms of Use, (c) your acceptance and use of AMRA pursuant to these Terms of Use does not violate any applicable law, regulation or rule or any contract or obligation to which you are a party or are otherwise bound.

 

Disclaimer of Warranties

 

ALTHOUGH PROTEA MAKES EFFORTS TO PROVIDE A WORKING AND ACCURATE SERVICE, AMRA AND ALL RESPECTIVE PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. PROTEA AND ITS AFFILIATES AND THEIR RESPECTIVE MANAGING MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “PROTEA PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF AMRA AND ITS RESPECTIVE CONTENT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) AMRA AND ITS RESPECTIVE CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY PROTEA PARTY, (5) THAT ACCESS TO OR USE OF AMRA OR ITS RESPECTIVE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, (6) AS TO AMRA’S ABILITY COMPATIBILITY WITH ANY OTHER SOFTWARE, PROGRAM OR APPLICATION, AND (7) AS TO THE INFORMATION, ADVICE, CONSULTATION, OR TREATMENT OF PATIENTS PROVIDED THROUGH USE OF AMRA OR AS A RESULT OF USE OF AMRA. ANY RELIANCE UPON AMRA AND ITS RESPECTIVE CONTENT IS AT YOUR OWN RISK AND PROTEA MAKES NO WARRANTIES. AND IN NO EVENT WILL PROTEA, ITS DIRECTORS, OWNERS, AFFILIATES, OR BUSINESS PARTNERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY SERVICE OUTAGES, INTERRUPTIONS, MALFUNCTION OR FAILURE OF AMRA.

 

PROTEA RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO AMRA AND ITS RESPECTIVE CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME. IF YOU USE AMRA, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS THE USE OF AMRA.

 

As updates become available for your EHR or coordinating software, programs, or applications used in conjunction with AMRA, you install such updates SOLELY AT YOUR OWN RISK. It is your responsibility to ensure that any updates properly coordinate with AMRA.  You are responsible for notifying Protea, at amra@proteainnovation, for any questions or needs related to your upgrades.   

 

Your reliance upon the information available from AMRA or obtained through use of AMRA and your incorporation of such information in your care to patients is SOLELY AT YOUR OWN RISK. You agree that Protea will not be responsible for any loss or damage incurred as the result of any use of AMRA. If there is a dispute between you and any third party, Protea is under no obligation to become involved, and you agree that you will manage any such dispute or disagreement directly, and that you will not make any claims against Protea.

 

AMRA may be subject to limitations, delays, and other problems inherent in the use of the Internet, mobile devices, coordinating applications or software, and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the AMRA will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access AMRA, or any portion of AMRA; (2) to modify or change AMRA, or any portion of AMRA, and any applicable policies or terms; and (3) to interrupt the operation of AMRA or any portion of AMRA, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

 

THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE.

 

Limitation of Remedies

 

IN NO EVENT SHALL PROTEA BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.  PROTEA SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES FOR LOSS OF USE, DATA OR PROFITS, DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF AMRA OR ITS RESPECTIVE CONTENT, WITH THE DELAY OR INABILITY TO ACCESS OR USE AMRA, OR FOR ANY CONTENT AND SERVICES MADE AVAILABLE OR OBTAINED THROUGH AMRA OR ITS RESPECTIVE CONTENT, OR OTHERWISE ARISING OUT OF THE USE OR ACCESS OF AMRA OR USE OF ANY PROTEA SERVICES.  PROTEA SHALL NOT BE LIABLE FOR ANY OF THE DAMAGES HEREIN DESCRIBED, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROTEA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY SERVICES OR CONTENT MADE AVAILABLE OR OBTAINED THROUGH THE USE OF AMRA, AND ALL OTHER USE OF AMRA, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM.

 

IF YOU ARE DISSATISFIED WITH ANY PORTION OF AMRA OR ITS RESPECTIVE CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOU ARE RESPONSIBLE FOR NOTIFYING PROTEA AT AMRA@PROTEAINNOVATION.COM OF ANY CONCERNS.  YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND CANCELING YOUR LICENSE WITH AMRA.

 

IN ANY CASE, PROTEA’S MAXIMUM LIABILITY TO YOU OR ANYONE ELSE UNDER THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO PROTEA FOR THE SERVICE IN THE PAST ONE (1) MONTH OR $100.

 

 

  1. Indemnification

 

Content and Materials

 

You will indemnify and hold Protea and its affiliates harmless with respect to any suits or claims arising out of (i) your breach of these Terms of Use, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; (ii) your fraudulent or malicious use of AMRA or your misuse or abuse of AMRA; (iii) your violation of applicable laws, rules or regulations in connection with your use of AMRA, (iv) our use of materials generated or uploaded by you in accordance with these Terms of Use; or (v) any Prohibited Use of AMRA or Services.

 

YOU AGREE TO INDEMNIFY AND HOLD PROTEA, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF SERVICE FAILURE, INCORRECT OR UNTIMELY SERVICE, OR FOR ANY OTHER REASON. IN NO WAY WILL PROTEA, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE HELD LIABLE FOR ANY CONDUCT BY YOU, YOUR ASSOCIATES, OR YOUR AGENCY OR CORPORATION, EVEN IF SUCH PERFORMANCE OR NONPERFORMANCE IS OR MAY HAVE BEEN A RESULT OF AMRA.

 

YOU AGREE TO INDEMNIFY AND HOLD PROTEA, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO PROTEA AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS OF USE.

 

 

  1. Intellectual Property Rights

 

Protea owns and retains all confidential and proprietary rights in AMRA, and in all content, training materials, design, trademarks, trade names, service marks, and other intellectual property thereto. PROTEA’s confidential or proprietary information can not be shared outside the licensed organization.  Use of AMRA, including beta testing of AMRA and providing feedback conveys no ownership in AMRA, in Protea or affiliates. Usage is not guaranteed and can be terminated at any time. Product users agree to provide feedback to Protea as requested.

 

All of the information, content, services and software displayed on, transmitted through, or used in connection with the website or AMRA, including data, reviews, and the like (collectively, the “content”) is owned by Protea.  Requests to use Content for any purposes other than as permitted in this Agreement should be directed to amra@proteainnovation.com.

 


 

  1. Miscellaneous Terms

 

Notice

 

Protea may deliver notice to you under this Agreement by electronic mail, a general or specific notice on AMRA, a communication to your account or by written communication delivered by first class U.S. mail to your address on record.

 

Assignment

 

Protea may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.  You will not, without the prior written consent of Protea, assign, transfer, charge, delegate, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms of Use.

 

No Partnership or Agency 

 

Nothing contained in these Terms of Use will be construed to place Protea and you in a relationship as partners, joint venturers, or principal and agent, respectively.

 

Severability

 

These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. The failure of Protea to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

 

Miscellaneous

 

This Agreement comprises the entire agreement between you and Protea with respect to your use of AMRA and supersedes all prior agreements between the parties regarding the subject matter contained herein.  Protea will have no liability to you under these Terms of Service if it is prevented from or delayed in performing, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Protea or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, change in any law or governmental order, rule, regulation or direction that impacts AMRA, fire, flood, storm, or default of suppliers, sub-contractors, or service providers.  No waiver or amendment of any term in these Terms of Use shall be binding on Protea unless made in a writing expressly stating that it is such a waiver or amendment and signed by an authorized agent of Protea.

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