Terms of Use
These Terms of Use (collectively, these “Terms”) describe
the terms on which you may access and use the prescription drug access program
(the “Program”) and related products and services (the “Services”) offered
through the website, UPRx.COM that links to these Terms (the “Website”), which
is owned and operated by Xcellent Health, Inc. (“Xcellent”). BY CLICKING YOUR
ACCEPTANCE OF THESE TERMS AND/OR VISITING THE WEBSITE, YOU SIGNIFY THAT YOU
HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. Your continued use
of the Services following the posting of any changes to these Terms constitutes
acceptance of those changes. In the event of any inconsistency between the UPRx
Privacy
Policy
[SA(1]
(the “Privacy Policy”) and these Terms, these Terms shall control.
We may revise these Terms from time to time by updating
this posting pursuant to the “Updates” Section below, with the new terms taking
effect on the date of posting. You should review these Terms every time you use
the Services because they are binding on you. IF YOU DO NOT AGREE TO THESE
TERMS AND CONDITIONS SET FORTH HERE, PLEASE DO NOT USE THE WEBSITE OR THE SERVICES.
YOU REPRESENT, WARRANT AND CONFIRM THAT YOU ARE A NATURAL
PERSON AND AT LEAST 18 YEARS OF AGE OR OLDER, OR OTHERWISE THE AGE OF MAJORITY
IN YOUR JURISDICTION.
XCELLENT
IS NOT
AN
INSURANCE
PLAN
XCELLENT IS A PRIVATE ORGANIZATION THAT CONTRACTS WITH
PHARMACIES AND OTHERS TO PROVIDE PATIENTS WITH ACCESS TO AFFORDABLE
MEDICATIONS. AS DESCRIBED IN THESE TERMS, YOUR UPRx MEMBERSHIP ENTITLES YOU TO
ACCESS TO AFFORDABLE MEDICATIONS AND A VARIETY OF HEALTHCARE-RELATED SERVICES. XCELLENT
IS NOT AN INSURANCE PLAN, AND IS NOT INTENDED AS A SUBSTITUTE FOR INSURANCE.
THE UPRx PRESCRIPTION DRUG ACCESS PROGRAM CANNOT BE USED IN CONJUNCTION WITH
(1) ANY FEDERAL OR STATE-FUNDED PROGRAM SUCH AS MEDICARE OR MEDICAID OR (2) ANY
HEALTHCARE COVERAGE OR BENEFIT. THE XCELLENT PRESCRIPTION DRUG ACCESS PROGRAM
ALSO DOES NOT MEET MINIMUM CREDITABLE COVERAGE REQUIREMENTS UNDER STATE
HEALTHCARE COVERAGE REGULATIONS. You have the right to cancel your access to
the Services at any time as described in the “Termination” section. You may
request a written list of pharmacies participating in the Program in your area,
including name, address and phone number, by contacting us as indicated in the “Notices”
section. Xcellent does not make any payments to pharmacies to participate in
the Program.
Please note that cash payments that you make for medications
through the Services may not count toward your prescription drug coverage out
of pocket costs, but you can confirm that by contacting your coverage provider.
If you are a Medicare Part D beneficiary, then cash payments made through the Services
will not count toward your Medicare Part D cost-sharing obligation.
AVAILABILITY
The UPRx Services are available for use in all 50 states,
Washington D.C., and select U.S. Territories.
The Services are only available within the United States and the
Commonwealth of Puerto Rico (the “Territory”), and are not intended for, or
directed to, residents outside of the Territory.
PRESCRIPTION DRUG PRICING AND CHARGES
Xcellent reserves the right to change its prescription
drug prices in real time based on supply and demand trends, the location of the
customer, the customer’s historical purchases and any other factors that may
have an impact on Xcellent’s cost structure. Xcellent will always honor the
price reflected at the time that the customer purchases a medication via UPRx with
the following limited exception. Xcellent reserves the right to cancel a
transaction and refund you if the underlying cost of the prescription drug changes
significantly after you have purchased your medication.
For new purchases, we pre-authorize payment for the
dosage and quantity that you have selected -- it’s fully refundable. Your final
price is based on the medication you receive through our home delivery service.
If you pick up a different form, dosage, or quantity, you will be charged or
credited the difference.
APPOINTMENT OF
XCELLENT
AS YOUR AGENT
Through UPRx, Xcellent provides a variety of healthcare
management services designed to reduce your prescription drug costs. In order
to provide you with these services, Xcellent needs you to authorize Xcellent to
take certain actions on your behalf. BY ACCEPTING THESE TERMS, YOU APPOINT XCELLENT
AS YOUR AGENT WITH RESPECT TO (I) OBTAINING YOUR MEDICAL INFORMATION, INCLUDING
PROTECTED HEALTH INFORMATION (“PHI”) SUBJECT TO THE HEALTH INSURANCE
PORTABILITY AND ACCOUNTABILITY ACT (“HIPAA”), FROM YOUR HEALTHCARE PROVIDERS,
INCLUDING EXERCISING YOUR RIGHT TO OBTAIN ACCESS TO YOUR PHI PURSUANT TO 45
C.F.R. § 164.524 ON ONE OR MORE OCCASIONS WHILE YOU ARE A UPRx MEMBER, (II)
FINDING LOWER PRICES FOR YOUR PRESCRIPTION DRUG COSTS (AND POSSIBLY OTHER AREAS
OF HEALTHCARE), (III) CONTACTING HEALTHCARE PROVIDERS, INCLUDING PHYSICIANS OR
PHARMACIES, ON YOUR BEHALF TO REQUEST INFORMATION NECESSARY TO PROVIDE THE
SERVICES, INCLUDING, BUT NOT LIMITED TO, YOUR MEDICAL AND HEALTHCARE COVERAGE
INFORMATION, YOUR MEDICATION HISTORY, AND YOUR BILLING INFORMATION AND HISTORY,
OR (IV) CREATING OTHER SEAMLESS, TAILORED HEALTHCARE EXPERIENCES. Examples of
communications that UPRx may make on your behalf as your agent include
contacting your pharmacy to (i) request transfer of your prescription to a new
pharmacy, (ii) initiate a prescription refill or auto-refill or (iii) request
that the pharmacy seek a prescription renewal authorization from your
physician. Xcellent may also contact your physician so that the physician may
contact you regarding a refill renewal.
Xcellent will be authorized to act as your agent solely
for the purpose of providing the Services outlined in these Terms. Your
appointment of Xcellent as your agent will end if these Terms are terminated as
described in the “Termination” section.
USE OF PROMOTIONS AND
XCELLENT
MEMBERSHIPS
You may only create one UPRx membership for your personal
use; creation of multiple UPRx memberships by a single user is a breach of
these Terms with the following limited exception: You may create a membership
for a dependent or other person for whom you have the authority to purchase and
receive medications, however, you will be responsible for compliance with these
Terms. UPRx may offer promotions from time to time, such as programs that offer
you rewards for referring new users to UPRX or filling your first prescription
through UPRx (the “Promotions”). Referral promotion codes are primarily intended
for an invited user’s first prescription filled through UPRx – and may not be
eligible for existing UPRx users. First-prescription promotions may only be
used once by an individual user – you may not create multiple UPRx memberships
and use a first-prescription promotion code more than once. A code issued to
you to participate in a Promotion should only be used for personal and
non-commercial purposes. Promoting your referral code via Search Engine
Marketing (
e.g.
,
AdWords/Yahoo/Bing) is not allowed. UPRx reserves the right to suspend your
account and revoke any referral credits if they were earned in violation of
these Terms. If you obtain a first-prescription offer in violation of these Terms,
UPRx reserves the right to charge the credit card that you have provided for
the amount of any unauthorized first-prescription offer(s).
YOUR HEALTHCARE CHOICES
As outlined above, Xcellent acts as your agent in
facilitating a variety of healthcare-related interactions with your Healthcare
Providers, but only to the extent that those interactions are initiated by you.
You remain responsible for your healthcare choices and decisions. The Services
are designed to offer you additional choices and options regarding your
healthcare, not limit those choices and options. You may always choose to
obtain healthcare products and services through channels other than the Services
and from Healthcare Providers that do not have arrangements with Xcellent.
TERMINATION
This Agreement shall continue and remain in effect until
it is terminate in accordance with the terms and conditions of this Agreement.
Xcellent reserves the right, in its sole
discretion, to terminate your access to all or part of the Services, with or
without notice, at any time and for any reason. Examples of activity that may
lead to a termination of your use of the Services include your breach of any of
these Terms. You may terminate these Terms by providing Xcellent with ten (10)
days written notice of such termination by contacting Xcellent at
info@UPRx.com
.
DISCLOSURE OF FINANCIAL RELATIONSHIPS
Xcellent may at times receive compensation from its
pharmaceutical manufacturer partners for providing marketing and adherence
services.
NO PRACTICE OF MEDICINE
The Services are not intended to be, and may not be taken
to be, the practice of medicine or the practice of other healthcare services by
Xcellent. Use of the Website or the Services does not create a
physician/patient or provider/patient relationship with Xcellent. Xcellent is
not recommending or endorsing any specific prescription drug, pharmacy or other
information. Please seek medical advice before starting, changing or
terminating any medication or prescription, or previously prescribed
administration/use thereof.
PROPRIETARY RIGHTS IN WEBSITE CONTENT
Xcellent retains all copyright and other proprietary
rights in the contents of the Website and the Services (the “Content”).
Elements of the Content are protected by copyright, trade dress and other laws,
and may not be copied or imitated in whole or in part. Nothing shall be
construed as granting you any license under any patent, trademark or copyright
of Xcellent or any third party. Certain portions of the Services contain
information supplied and updated by third parties, or include links to
third-party sites. Xcellent is not responsible for, and makes no warranty as to
the accuracy of, such information or sites.
Xcellent claims no ownership in, nor any affiliation
with, third-party trademarks or brand names that may appear on this site. Such
third-party trademarks are used only to identify the products and services of
their respective owners, and no sponsorship or endorsement on the part of Xcellent
should be inferred from their use. You are not permitted to use the trademarks
displayed on the Services without the prior written consent of Xcellent or the
third party that may own the trademarks.
No Content may be modified, copied, distributed, framed,
reproduced, republished, downloaded, displayed, posted, transmitted or sold in
any form or by any means, in whole or in part, without Xcellent’s prior written
permission. You may download or print a copy of any portion of the Content
solely for your personal, non-commercial use, provided that you keep all
copyright or other proprietary notices intact. You may not republish Content
contained in the Services or incorporate the information in any other database
or compilation. Any other use of the Content is strictly prohibited.
LINKS TO OTHER WEBSITES
The Services may contain links to other websites. We are
not responsible for the content, accuracy or opinions expressed in such
websites, and such websites are not investigated, monitored or checked for
accuracy or completeness by us. Inclusion of any linked website on or through
the Services does not imply approval or endorsement of the linked website by
us. If you decide to leave the Website or the Services and access these
third-party websites, you do so at your own risk.
TEXT MESSAGING AND TELEPHONE CALLS
You agree that Xcellent (via UPRx) may contact you by
telephone or text messages (including by an automatic telephone dialing system)
at any of the phone numbers provided by you or on your behalf in connection
with a UPRx account, including for marketing purposes. Message and data rates
may apply. You also understand that you may opt out of receiving text messages
from UPRx at any time, either by texting the word “STOP” to 844-877-9669 using
the mobile device that is receiving the messages, or by updating your
preferences on UPRx.com. If you do not choose to opt out, we may contact
you as outlined in the Privacy Policy. You understand that your mobile
phone service provider may charge you fees for calls made or texts sent to you,
and you agree that we will have no liability for the cost of any such calls or
texts.
In addition, you agree that each and every licensed
pharmacy to which Xcellent sends a drug prescription on your behalf (each, a “Pharmacy”)
may contact you by telephone or text messages (including by an automatic
telephone dialing system) at any of the phone numbers provided by you or on
your behalf regarding any prescriptions from your doctor or updates related
thereto. You also understand that you may opt out of receiving text messages
from the Pharmacy at any time by texting the word “STOP” to 844-877-9669 using
the mobile device that is receiving the messages. If you have questions,
please call 844-877-9669 or text “HELP” to 844-877-9669. Any text messages from
the Pharmacy are free to the end user, will be received by you only when the
Pharmacy receives a prescription from your physician, and will be no more than
one text message from the Pharmacy per day.
LIMITATION OF LIABILITY
Xcellent, its affiliates and any of its, or their,
directors, officers, employees or agents shall not, under any circumstances, be
liable for direct, consequential, incidental, indirect or special damages of
any kind, or any other damages whatsoever, including, without limitation, those
resulting from loss of use, data or profits, and whether resulting from the use
or inability of use of any contents of the Services (or a website linked to the
Services), or any other cause, even if such cause involves negligence, or if we
have been apprised of the likelihood of such damages occurring.
The above limitation, or exclusion, may not apply to you
to the extent that applicable law prohibits the limitation or exclusion of
liability for incidental or consequential damages.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED
ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT XCELLENT DOES NOT ASSUME ANY
RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY PERSONAL
INFORMATION. XCELLENT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
XCELLENT MAKES NO WARRANTY THAT (1) THE SERVICES WILL
MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR-FREE, (3) THE QUALITY OF ANY INFORMATION, INCLUDING PRICING
INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET
YOUR EXPECTATIONS, AND (4) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICES 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 FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM XCELLENT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
DISPUTE RESOLUTION
Any controversy or claim between the parties or arising
out of these Terms or any use of the Website or the Services shall be
determined by one disinterested arbitrator in binding arbitration pursuant to
the Commercial Arbitration Rules and the Supplementary Procedures for Online
Arbitration of the American Arbitration Association (the “AAA”). The arbitrator
shall be experienced in agreements for information technology services, either
as an attorney or as an information technology professional. If the parties
fail to appoint an arbitrator within forty-five (45) days of the institution of
the arbitration, the AAA shall select the arbitrator promptly thereafter. Any
requests for accelerated, emergency or preliminary relief shall be submitted
pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If
any such requests are made before an arbitration panel is empaneled, then the
AAA shall appoint one disinterested arbitrator as an arbitration panel to
immediately hear and decide such request. The arbitration panel shall have the
right to grant interim awards. Testimony shall be permitted by telephone, video
conference and other forms of real-time telecommunications. If the arbitrator
requires in-person hearings, the hearings shall be held in New Jersey. The
arbitral award will be final and binding, and may be entered and enforced in
any court of competent jurisdiction.
WAIVER OF JURY TRIAL AND CLASS ACTIONS
BY ENTERING INTO THESE TERMS, YOU AND XCELLENT
ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO
RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN
ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU
AND XCELLENT BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL
BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE
ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR
REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR
OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO
PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON
THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS IS DEEMED INAPPLICABLE OR
INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF
DISPUTES IN COURT, YOU AND XCELLENT BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED
BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS
MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE
CAPACITY.
INDEMNIFICATION
By accepting these Terms, you agree to indemnify and
otherwise hold harmless Xcellent and its officers, employees, agents, subsidiaries,
affiliates, licensors, suppliers and other partners from any direct, indirect,
incidental, special, consequential or exemplary damages resulting from your use
of the Services. YOU AGREE TO NOTIFY XCELLENT IF YOU STOP USING A PHONE NUMBER
THAT YOU HAVE PROVIDED TO US WITH THE UNDERSTANDING THAT YOU WILL BE RECEIVING
TEXT MESSAGES FROM XCELLENT. YOU AGREE TO INDEMNIFY XCELLENT FOR TEXT MESSAGING
CHARGES AND FEES THAT MAY RESULT FROM YOUR FAILURE TO PROVIDE SUCH NOTIFICATION
TO XCELLENT.
CHOICE OF LAW; JURISDICTION
By accessing the Services, you and Xcellent agree that
all matters relating to your access to, or use of, the Services shall be
governed by the statutes and laws of the State of New Jersey, without regard to
its conflicts of laws principles. You and Xcellent also agree, and submit to
the exclusive personal jurisdiction and venue of the courts of the State of New
Jersey with respect to such matters. Xcellent makes no representation that
materials contained in the Services are appropriate or available for use in
other locations, and accessing them from territories where their contents are
illegal is prohibited. Those who choose to access the Services from other
locations do so on their own initiative, and are responsible for compliance
with local laws.
NOTICES
Xcellent may deliver notice to you under these Terms by
means of e-mail, a general notice posted on the Website, or by written
communication delivered by first-class U.S. mail to the address that you have
provided to Xcellent. You may give notice to, or submit comment, questions or
complaints to, Xcellent at any time via e-mail or by letter delivered by first-class
postage prepaid U.S. mail or overnight courier to the following address:
Xcellent Health INC
Attn: Terms/Plan Administrator
180 Raritan Ctr Pkwy, Suite 204
Edison, NJ 08837
E-mail: info@UPRx.com
Telephone: 844-877-9669
SURVIVAL
The provisions of these Terms entitled “Limitation of
Liability,” “Disclaimer of Warranties,” “Indemnification,” “Jurisdiction” and “General
Provisions” will survive the termination of these Terms.
GENERAL PROVISIONS
Except as provided in a particular “Legal Notice” on the
Website, these Terms, along with the Privacy Policy, constitute the entire
agreement and understanding between you and Xcellent with respect to use of the
Services, superseding all prior or contemporaneous communications with Xcellent.
These Terms are severable, and in the event any provision is determined to be
invalid or unenforceable, such invalidity or unenforceability shall not in any
way affect the validity or enforceability of the remaining provisions. A
printed version of these Terms shall be admissible in judicial or
administrative proceedings based upon or relating to use of the Services to the
same extent and subject to the same conditions as other business documents and
records originally generated and maintained in printed form. The section titles
of these Terms are displayed for convenience only and have no legal effect.
Nothing in these Terms shall be deemed to confer any third-party rights or
benefits.
Updates
These Terms may be revised from time to time as we add
new features and services, as laws change, and as industry privacy and security
best practices evolve. We display an effective date of the most recent version
of these Terms at the bottom of these Terms so that it will be easier for you
to know when there has been a change. Small changes or changes that do not
significantly affect individual user interests may be made at any time and
without prior notice.
Last Updated: July 2019