IMPORTANT – PLEASE READ CAREFULLY

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE RXLIVE WEBSITE AND SERVICES (the “SERVICES”). BY CLICKING THE “I ACCEPT” BUTTON, YOU ARE AGREEING THAT YOU READ AND UNDERSTAND THESE TERMS AND THAT YOU AGREE TO BE BOUND BY THEM AND THAT YOU ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT CREATE A USER ACCOUNT OR USE THE SERVICES.

Any information that RxLive collects through your use of the Services is subject to the Privacy Policy, which is part of these Terms.

By continuing to use the Services, You agree as follows:

  • You are at least 18 years old or have been legally emancipated;
  • You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
  • You will use the Services in a manner consistent with applicable laws and regulations and these Terms of Use, as they may be amended by RxLive from time to time; and
  • You understand, accept, and have received this Agreement and its Terms, and acknowledge and demonstrate that You can access this Agreement at will.

If You do not agree with and accept the Terms in this Agreement, please discontinue all further use of the Services. Do not continue the registration process.

ARBITRATION NOTICE: Except if You opt-out and except for certain types of disputes described in the Dispute Resolution section below, You agree that disputes between You and RxLive will be resolved by binding, individual arbitration and You waive your right to participate in a Class Action Lawsuit or Class-Wide Arbitration. You can opt-out of the agreement to arbitrate by contacting our Chief Compliance and Privacy Officer at melissa@rxlive.com within 30 days of accepting these Terms.

 

Terms of Use

Last Modified: October 1, 2018

These Terms of Use (“Terms”) are entered into by and between You and RxLive, Inc., a Delaware corporation, (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively, these “Terms of Use”), govern your access to and use of RxLive.com (the “Website”), including any content, functionality, and services offered on or through RxLive.com (together, the “Services”), whether as a guest or a registered user.

Please read the Terms carefully before You start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to You, You accept and agree to these Terms and our Privacy Policy, which is incorporated by reference. If You do not want to agree to these Terms of Use or the Privacy Policy, You must not access or use the Services.

RxLive provides an online option for communicating with licensed and qualified pharmacists and other specialists and providers (“Service Providers”) about medical conditions that are not life-threatening or emergent. If You believe or someone else advises You that You have or suspect that You have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest open clinic or emergency room.

THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR HEALTH CARE PROVIDER OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. If You have or suspect that You have an urgent medical problem or condition, please contact a qualified healthcare professional immediately. Never disregard, avoid, or delay obtaining medical advice from a doctor or other qualified healthcare provider because of something learned or instructed via the Services. If You have or suspect that You have a medical problem or condition, please contact a qualified healthcare professional.

THE CONTENT ON THE SITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTH CARE PROVIDERS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU.

Obligation to Disclose

Our Service Providers are qualified to provide You with advice and guidance regarding medication management and chronic disease management. They also provide education and counseling and other common pharmacy services. However, our Service Providers may not have access to your physician’s records or your local pharmacist’s records. The ability of our Service Providers to provide You the most accurate guidance depends on your ability to fully and completely disclose your full medication history and any other medical information requested. You agree to consult with your healthcare provider, insurance company, and/or your local pharmacy to ensure You have and can communicate the most accurate and up-to-date information regarding your health. Our Service Providers shall not be responsible for advice that adversely affects You, if such advice was based on incomplete information given to them by You.

Independence of Service Providers

Our Service Providers are not our employees. They are independent contractors. Any opinions, advice, or information expressed by any Service Provider to You are those of that individual and that individual alone and they do not reflect the opinions of the Company, its affiliates, or any other organizations with which the Service Provider is affiliated or for which he or she provides services. THE ADVICE PROVIDED TO YOU BY SERVICE PROVIDERS IS NOT UNDER THE CONTROL OF RXLIVE. The Company does not recommend or endorse any specific tests, Service Providers, products, procedures, opinions, or other information that may be mentioned on the Website.

By accessing and using the Services, You accept responsibility for yourself in your use of the Services. You acknowledge that your relationship for health care services is with the Service Provider and your obtaining services from a Service Provider is solely at your own risk. By using the Services, You agree to not hold us liable in any way for any malpractice or substandard treatment the Service Provider may provide.

Registered Users

Access to and use of the Services is limited to individuals who are at least 18 years of age and residents of the United States. You must register to create an account (“Account”) and become a “Registered User” to use the Services. To register, you must provide a user name, your email address, and other information specified in the registration form (“Registration Data”). By registering, and in consideration of the use of the Services, You represent and warrant: (A) the Registration Data that You provide about yourself is true, accurate, current, and complete; (B) You are at least 18 years of age; and (C) You will maintain and promptly update the Registration Data to keep it at all times true, accurate, current and complete. You may change, correct or remove any information from Your account by contacting Us. You agree not to register for an Account on behalf of an individual other than yourself unless You are authorized to bind such person to these Terms. By registering another person, You hereby represent that You are authorized to do so. You are responsible for ensuring that all persons who access the Services through Your internet connection are aware of these Terms of Use and comply with them.

We reserve the right to withdraw, restrict access to, or amend some or all of the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately, after notice to You via email or another appropriate method, when we post them on the Website, and these changes apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date we post the changes on the Website. Your continued use of the Services following the posting of revised Terms of Use means that You accept and agree to the changes.

Accessing the Website and Account Security

The Website is designed to require users to provide a valid, working e-mail address and password. Upon registering, You will select a password. Your e-mail address, the password and codes assigned to You are, collectively, your “User Information.” You are solely responsible for (A) maintaining the strict confidentiality of your User Information, (B) not allowing another person to use your User Information to access the Services, and(B) not allowing another person to use your User Information to access the Services, and(C) any and all damages or losses that may be incurred or suffered as a result of any activities that occur due to any authorized or unauthorized use of your User Information. You agree to immediately notify us in writing by email of any unauthorized use of your User Information or any other breach of security. You also agree to exit from your account at the end of each session. You need to be very cautious when accessing your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

We are not and shall not be liable for any harm arising from or relating to the theft of your User Information, Your disclosure of your User Information, or the use of your User Information by another person or entity. Any attempt to obtain unauthorized access or to exceed authorized access to the Website may be considered a trespass and computer fraud and abuse, punishable under local, state and federal laws. We have the right to disable any user name, password or other identifier, whether chosen by You or provided by Us, at any time in Our sole discretion for any or no reason, including if, in Our opinion, You have violated any provision of these Terms of Use.

Privacy

We take seriously the responsibility of safeguarding your privacy. Please see Our Privacy Policy for an explanation of how we collect and handle your Personal Information and other Customer Data. By clicking on the “Agree” or “I Accept” button, or accessing or using the Services, or by downloading or uploading any content from or through the Website, You acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy forms a part of these Terms. See below for our policy regarding Customer Data.

Proprietary Rights

“Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

As between You and RxLive, all right, title and interest, including all Intellectual Property Rights, in Services, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by RxLive or its licensors, vendors and affiliates, as applicable. All rights not expressly granted are reserved by Us. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

    Rights to Website Information and Consent

    You agree to use the Website for your personal, non-commercial use only. No licenses or rights are granted to You by implication or otherwise under any Intellectual Property Rights owned or controlled by RxLive or its licensors, vendors, and affiliates, except for the licenses and rights expressly granted in these Terms. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, create derivative works of, transfer, publicly display, publicly perform, transmit, stream, download, store, transmit, broadcast or otherwise exploit the Website, except as follows:

    • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
    • You may store files that are automatically cached by your Web browser for display enhancement purposes.
    • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
    • If we provide desktop, mobile or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.
    • If we provide social media features with certain content, You may take such actions as are enabled by such features.
    • Modify copies of any materials from this site.
    • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
    • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

    If You wish to make any use of material on the Website other than that set out in this section, please address your request to: admin@rxlive.com.

    If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Services will cease immediately and You must immediately return or destroy any copies of the materials you have made.

    Rights to Your Information and Consent

    You hereby grant to us a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit, distribute, aggregate, de-identify, or sell your Personal Data, Registration Data, or any other data You upload to the Website or which we collect from You (the “Customer Data”), subject to the terms of the Privacy Policy and any relevant redisclosure authorization, and to perform all acts with respect to the Customer Data as may be necessary to provide You the Services. As between You and RxLive, You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer Data will be included in and treated as your confidential information under this Agreement.

    Unauthorized Activities

    You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

    • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
    • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
    • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (defined below) set out in these Terms of Use.
    • For any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms.
    • To impersonate or attempt to impersonate RxLive, an RxLive employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
    • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the us or users of the Services or expose them to liability.

    Additionally, You agree not to:

    • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Website.
    • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Website.
    • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
    • Use any device, software or routine that interferes with the proper working of the Website.
    • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
    • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services.
    • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
    • Otherwise attempt to interfere with the proper working of the Website.
    • Encourage or enable any other individual to do any of the foregoing.

    Monitoring and Enforcement; Termination

    We have the right to:

    • Remove, delete, or refuse to post any Customer Data for any or no reason in our sole discretion.
    • Take any action with respect to any Customer Data that we deem necessary or appropriate in our sole discretion, including if we believe that such Customer Data violates the Terms of Use, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for RxLive.
    • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
    • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms.

    Copyright Policy

    We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If You believe any materials accessible on or from the Website infringe your copyright, You may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:§ 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

    • Your physical or electronic signature.
    • Identification of the copyrighted work You believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
    • Identification of the material You believe to be infringing in a sufficiently precise manner to allow us to locate that material.
    • Adequate information by which we can contact You (including your name, postal address, telephone number, and, if available, email address).
    • A statement that You have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information in the written notice is accurate.
    • A statement, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.

    Please send the DMCA Notices to our copyright agent at:

    Attn: Copyright Agent
    RxLive, Inc.
    695 Central Ave, Suite 203
    St. Petersburg, FL 33701

    If You fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

    Please be aware that if You knowingly materially misrepresent that material or activity on the Website is infringing your copyright, You may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

    RxLive reserves the right, in its sole discretion, to terminate the account or access of any user of our Services who is the subject or repeated DMCA or other infringement notifications.

    Links to Third Party Sites

    If the Website contains links to other sites and resources provided by third parties (“Third-Party Sites”), these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the Third-Party Sites linked to this Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Us, and that Your use of such Third-Party Sites is governed by the respective Third-Party Site’s privacy policy and terms and conditions and/or user guides. We do not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed, and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Website or through the Services to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Our endorsement or recommendation.

    Not for Use Outside of the US

    We provide Services for use only by persons located in the United States. We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If You access the Services from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.

    Representation and Disclaimer of Warranties

    Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (b) its acceptance of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust; and (c) it will comply with any and all applicable local, state, and/or national laws or regulations applicable to such party, including, without limitation, those related to PHI, Covered Entities, and Business Associates as each term is defined under HIPAA, and to any other laws or regulations regarding data privacy and transmission of personal data.

    We do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any material posted on the website, or any third-party website linked to it.

    YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. Except as limited by applicable law, the Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for particular purposes. Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the services. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the services will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components or that the services will otherwise meet your needs or expectations. The Company shall in no event be liable to You or to anyone for any decision made or action taken by any party (including, without limitation, any user) in reliance on information from service providers or information otherwise available through the Services. No advice or information, whether oral or written, obtained from or through the services will create any warranty not expressly made herein.

    You are solely responsible for all of your communications and interactions with other users of the Services and with other persons with whom You communicate or interact as a result of your use of the Services, including, without limitation, service providers or other authorized third parties. RxLive makes no representations or warranties as to the conduct of users of the Services, including, without limitation, service providers. 

    Limitation on Liability

    You acknowledge and agree that, to the maximum extent permitted by law, except with respect to claims of breach of data security obligations, or claims arising from a data security incident, the entire risk arising out of your access to and use of the Services remains with You. In no event will the Company, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind under any legal theory arising out of or in connection with your use or inability to use the Services or any third party sites, including any direct, indirect, special, incidental, exemplary, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable and even if a limited remedy set forth herein is found to have failed in meeting its essential purpose.

    If You are dissatisfied with the Services or the Terms, your remedy is to discontinue using them. You acknowledge that if You use the Services for an emergent, serious or life-threatening condition, such use is at your sole risk. RxLive is not liable to You or any person for any decision made or action taken in reliance upon the general educational information included via the Services (including information posted on or available through the Website). RxLive is not liable to any user or person for any harm caused by the negligence or misconduct of service providers.

    Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to You. In such states, RxLive’s liability is limited and warranties are excluded to the greatest extent permitted by law, but shall in no event exceed $1000.00. Any claim arising from the usage of the Website must be brought within one (1) year of the event from which the claim arose. 

    Indemnification

    You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and Service Providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your violation of these Terms or your use of the Services, including, but not limited to, your Customer Data, any use of the Website’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from or through the Services.

    Dispute Resolution

    You agree that any dispute between You and RxLive arising out of or relating to these Terms, including the Privacy Policy, will be governed by the dispute resolution procedure outlined below. We want to address Your concerns without needing a formal legal case, so we have included a tiered dispute resolution process.

    1. Before filing a claim against RxLive, You agree to try to resolve the Dispute informally by contacting our Chief Compliance and Privacy Officer at melissa@rxlive.com. We will try to resolve the dispute informally by contacting You through email. If a dispute is not resolved within 15 days after submission, You may bring a formal proceeding, as outlined below.
    2. In the event of any controversy or claim arising out of or relating to these Terms or a breach thereof, You shall attempt to settle the dispute with non-binding mediation through the American Health Lawyers Association.2. In the event of any controversy or claim arising out of or relating to these Terms or a breach thereof, You shall attempt to settle the dispute with non-binding mediation through the American Health Lawyers Association.
      1. You shall, in writing, join RxLive in a joint demand for mediation and afterward jointly select a suitable mediator from the AHLA roster.  If You and RxLive cannot agree upon a mediator, the AHLA shall designate one.  The mediation will be conducted according to the AHLA’s Agreement to Mediate.  The findings, conclusions, and recommendations of the mediator shall be non-binding, confidential, and inadmissible in arbitration or any other subsequent proceeding. Either You or RxLive shall have the right to bypass mediation and/or reject the Mediator’s findings, conclusions, and recommendations.  In which event, all claims and disputes shall be exclusively, fully, and finally resolved using binding arbitration through the AHLA. You shall, in writing, join RxLive in a joint demand for mediation and afterward jointly select a suitable mediator from the AHLA roster.  If You and RxLive cannot agree upon a mediator, the AHLA shall designate one.  The mediation will be conducted according to the AHLA’s Agreement to Mediate.  The findings, conclusions, and recommendations of the mediator shall be non-binding, confidential, and inadmissible in arbitration or any other subsequent proceeding. Either You or RxLive shall have the right to bypass mediation and/or reject the Mediator’s findings, conclusions, and recommendations.  In which event, all claims and disputes shall be exclusively, fully, and finally resolved using binding arbitration through the AHLA.
    3. In the event that the dispute escalates to arbitration, You and RxLive agree to employ three (3) arbitrators (the “Panel”), where one arbitrator (1) is selected by You, one (1) is selected by RxLive, and the third (3rd) is selected by mutual consent of You and RxLive. If You and RxLive cannot agree upon the third arbitrator, the first two (2) arbitrators chosen shall select the third arbitrator.  The selection decision shall be binding.  The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions—the specific manner to be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.  Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.3. In the event that the dispute escalates to arbitration, You and RxLive agree to employ three (3) arbitrators (the “Panel”), where one arbitrator (1) is selected by You, one (1) is selected by RxLive, and the third (3rd) is selected by mutual consent of You and RxLive. If You and RxLive cannot agree upon the third arbitrator, the first two (2) arbitrators chosen shall select the third arbitrator.  The selection decision shall be binding.  The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions—the specific manner to be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.  Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.
    4. You and RxLive shall each pay 50% of all mediator and/or arbitrator costs, expenses, and fees incurred in connection with mediating and/or arbitrating under these Terms.

    Any claim or dispute arising under these Terms must be initiated for mediation and/or arbitration within one (1) year from its accrual date. Any claim or dispute initiated one (1) year or longer from its accrual date shall be time-barred and dismissed.

    Exceptions to Agreement to Arbitrate: RxLive may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Our Intellectual Property Rights without first engaging in the informal dispute-resolution process described above.

    Mandatory Arbitration Notice and Class Actions

    You may only resolve disputes with RxLive on an individual basis and may not bring a claim as a plaintiff or a Class-Member in a class, consolidated or representative action. Class Arbitrations, Class Actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms of Use.

    Notwithstanding the above, You can decline or “opt out” of the alternative dispute resolution process described above by contacting our Chief Compliance and Privacy Officer at melissa@rxlive.com within 30 days of first accepting these Terms and stating that You (first and last name) decline this dispute resolution process. 

    YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING-OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE, INCLUDING THE ACCEPTABLE USE POLICY. 

    If You opt-out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, You hereby submit to the exclusive jurisdiction as stated below, in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, may be heard and determined in any such court, and You hereby waive any right to object to such filing on grounds of improper venue, forum non-conveniens, or other venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.

    Governing Law and Jurisdiction

    All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

    Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the City of St. Petersburg and County of Pinellas, although we retain the right to bring any suit, action or proceeding against You for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

    Waiver and Severability

    The Company’s waiver of any term or condition set forth in these Terms of Use shall not be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

    If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

    Entire Agreement

    The Terms of Use and our Privacy Policy constitute the sole and entire agreement between You and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

    Notices

    Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by RxLive via email (in each case to the address that You provide); or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

    Contacting RxLive

    Please feel free to contact us if You have any questions about RxLive’s Terms of Use and/or any other documents referenced herein. You may contact our Chief Compliance and Privacy Officer at melissa@rxlive.com or at our mailing address:

    RxLive, Inc.
    695 Central Ave, Suite 203,
    St. Petersburg, FL 33701

    All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: admin@rxlive.com.