MEDWISE TERMS OF USE

1. READ THIS: This Terms of Use Agreement (the “Agreement”) is made by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (hereinafter “Tabula Rasa”), with offices at 228 Strawbridge Drive, Moorestown, New Jersey 08057, and you the user (you, your or User). This Agreement contains the terms and conditions that govern the use of Tabula Rasa’s website(s), including www.medwise.com (“website” or “websites” or “site”). BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER TABULA RASA SOFTWARE, SERVICES, WEBSITES OR CONTENT (COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. TABULA RASA RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT TABULA RASA’S DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO www.medwise.com.

2. ACCESS TO THIS SITE. To access this site, site resources, links or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide will be correct, current, and complete. If Tabula Rasa believes the information you provide is not correct, current, or complete, Tabula Rasa has the right to deny access to this site, or to any of its resources, and to terminate or suspend your access at any time.

3. APPLICABLE USE OF SITE. You may use this site for purposes expressly permitted by this site. As a condition of your use of Tabula Rasa’ websites, you warrant to Tabula Rasa that you will not use the websites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Use of certain features of this site will require you to enter into certain other agreements with Tabula Rasa, including, but not limited to, a contract governing the use of the Services.

4. NO CO-BRANDING OR FRAMING. You may not use or authorize any party to co-brand, or frame any Tabula Rasa websites without the express prior written permission of an authorized representative of Tabula Rasa. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. For purposes of these Terms of Use, “framing” refers to displaying any Tabula Rasa webpage within a bordered area of another website, regardless of whether the address of the originating Tabula Rasa website is visible. Furthermore, you agree to cease any unauthorized co-branding or framing immediately, upon notice from Tabula Rasa.

5. NO UNLAWFUL ACCESS. In addition, you agree that you will not use Tabula Rasa’ websites in any manner that could in any way disable, overburden, damage, or impair the websites or otherwise interfere with any other party’s use and enjoyment of the websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through authorized use of the websites.

6. PERSONAL AND NON-COMMERCIAL USE LIMITATION. Tabula Rasa’ websites are for your personal and non-commercial use, unless otherwise specified. You may not use any Tabula Rasa site for any other purpose, including any commercial purpose, without the prior express written permission of an authorized representative of Tabula Rasa. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, sell or otherwise infringe on any intellectual property rights related to any information, content, software, products or services obtained from or otherwise connected to Tabula Rasa’ websites.

7. PROPRIETARY INFORMATION. All content found on the Tabula Rasa websites (the “Content”) is considered the copyrighted and trademarked intellectual property of Tabula Rasa, or of the party that created and/or licensed the Content to Tabula Rasa. No rights or title to any of the works contained on any Tabula Rasa website shall be considered transferred or assigned to the User. You agree that you will not copy, distribute, republish, modify, create derivative works from, or otherwise use the Content in any way, without the prior written consent of Tabula Rasa, except that you may print out and/or save a copy of the Content for personal use.

8. HYPERLINKING. This site may be hyperlinked to and by other websites which are not maintained by, or related to, Tabula Rasa. Hyperlinks to such sites are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with this site or Tabula Rasa. Tabula Rasa has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a Tabula Rasa website to another web page should be accessed at the User’s own risk. Tabula Rasa makes no representations or warranties about the content, completeness, quality or accuracy of any such website.

10. RIGHT TO TERMINATE ACCESS. Tabula Rasa reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well as the right to edit, refuse to post or remove any information or materials, in whole or in part, at its sole discretion.

11. DISCLOSURE UNDER LAW. Tabula Rasa reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

12. PERSONALLY IDENTIFIABLE INFORMATION. In an effort to preserve your privacy, Tabula Rasa agrees that it will treat any personally identifying information that you submit through this site in accordance with the terms outlined in its Privacy Policy at www.medwise.com.

13. DISCLAIMER & LIMITATIONS ON LIABILITY. You understand that Tabula Rasa cannot and does not guarantee or warrant that files available for downloading from the Tabula Rasa websites will be free of viruses, worms, Trojan horses or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this website. Tabula Rasa further disclaims any responsibility to ensure that the Content located on its websites is necessarily complete and up-to-date. While Tabula Rasa makes reasonable efforts to present accurate and reliable information on the Site, Tabula Rasa does not endorse, approve, or certify such information, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Any reliance upon any advice, opinion, statement or other information displayed or distributed through the Site is at your sole risk. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TABULA RASA DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TABULA RASA DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON ANY TABULA RASA WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TABULA RASA DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND TABULA RASA MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. TABULA RASA MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY ORRESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. TABULA RASA, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF TABULA RASA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF TABULA RASA AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100 ORTHE AMOUNT YOU HAVE PAID TO TABULA RASA FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

14. INDEMNITY. You agree to indemnify and hold Tabula Rasa, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the Indemnified Parties) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

15. TRADEMARKS AND COPYRIGHTS. Trademarks, service marks, logos, and copyrighted works (hereinafter, “Intellectual Property”) appearing in this site are the property of Tabula Rasa or the party that provided the Intellectual Property to Tabula Rasa. Tabula Rasa and any party that provides Intellectual Property to Tabula Rasa retain all rights with respect to any of their respective Intellectual Property appearing in this site. All contents of Tabula Rasa’s websites are: Copyright © 2017 Tabula Rasa Healthcare, Inc. All rights reserved.

17. COPYRIGHT INFRINGEMENT. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Tabula Rasa’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Tabula Rasa and its affiliates that your copyrighted material has been infringed. Please include the following:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest:

  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on the site, including the current website address;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Tabula Rasa’ Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Copyright Agent: General Counsel

Address: 228 Strawbridge Drive, Moorestown, NJ 08057

Phone: 1-856-840-4837

18. SECURITY. Any passwords used for this site are for individual use only. You will be responsible for the security of your password(s). From time to time, Tabula Rasa may require that you change your password. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Tabula Rasa reserves the right to release your account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. Tabula Rasa reserves the right to investigate suspected violations of these Terms of Use. Tabula Rasa reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction Tabula Rasa to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD TABULA RASA HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TABULA RASA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONSTAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TABULA RASA OR LAWENFORCEMENT AUTHORITIES.

19. MISCELLANEOUS. These Terms of Use will be governed and interpreted pursuant to the laws of New Jersey, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Tabula Rasa arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Camden County, New Jersey. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Tabula Rasa as a result of this agreement or use of Tabula Rasa’ websites. Any additional terms and conditions on this site will govern the items to which they pertain. Tabula Rasa may revise these Terms of Use at any time by updating this posting.