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