These Medesto Platform Terms of Use (“Terms of Use”) govern your use of the integrated set of proprietary Medesto Health technologies engaged to provide patient engagement, two-way communication, electronic signatures, HIPAA compliant communication, delivery tracking, prior authorization status updates, refill reminders, document management, health feed updates, and other functionality supporting specialty pharmacy operations and patient care software (the “Medesto Platform”), including all user manuals, technical manuals, and any other materials provided by Software Provider, in printed, electronic, or other form, that describe the Medesto Platform or its use or specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and subject to a software-as-a-service agreement (the “Medesto Platform SaaS Agreement”) between Medesto Health, LLC, located at 17177 N Laurel Park Dr, Ste 164, Livonia, MI 48152 (“Software Provider”) and your employer or other person or entity who owns or otherwise lawfully controls the computer on which the Medesto Platform is installed (“Licensee”).
BY CLICKING THE “ACCEPT” BUTTON YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE MEDESTO PLATFORM; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE MEDESTO PLATFORM.
1. License Grant
Subject to your compliance with these Terms of Use, Software Provider hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Medesto Platform solely in accordance with the Documentation, as installed on the equipment provided by Licensee and for Licensee’s internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:
- the expiration or earlier termination of the Medesto Platform SaaS Agreement between Software Provider and Licensee; or
- your ceasing to be authorized by Licensee to use the Medesto Platform for any or no reason.
2. Use Restrictions
You shall not, directly or indirectly:
- use the Medesto Platform or Documentation except as set forth in Section 1;
- copy the Medesto Platform or Documentation, in whole or in part;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Medesto Platform or any part thereof;
- combine the Medesto Platform or any part thereof with, or incorporate the Medesto Platform or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Medesto Platform or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Medesto Platform or Documentation, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Medesto Platform or any features or functionality of the Medesto Platform, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
- use the Medesto Platform or Documentation in violation of any law, regulation, or rule; or
- use the Medesto Platform or Documentation for purposes of competitive analysis of the Medesto Platform, the development of a competing software product or service, or any other purpose that is to the Software Provider’s commercial disadvantage.
3. Collection and Use of Information
(a) Data Collection
Software Provider may, directly or indirectly through the services of others, collect and store information regarding use of the Medesto Platform. To the extent this involves the collection of any personally identifiable data about you, it shall be handled in accordance with the Medesto Privacy Policy. Please review the Privacy Policy for more information about Medesto’s privacy practices and any rights you may have with regards to personally identifiable data that Medesto has collected about you.
(b) Use of Information
You agree that the Software Provider may use such information for any purpose related to any use of the Medesto Platform by you, including but not limited to: improving the performance of the Medesto Platform or developing updates; and verifying compliance with the terms of this Agreement and enforcing Software Provider’s rights, including all intellectual property rights in and to the Medesto Platform.
4. Intellectual Property Rights
You acknowledge that the Medesto Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Medesto Platform under this Agreement, or any other rights to the Medesto Platform other than to use the Medesto Platform in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Software Provider reserves and shall retain its entire right, title, and interest in and to the Medesto Platform and all intellectual property rights arising out of or relating to the Medesto Platform, subject to the license expressly granted to the Licensee in this Agreement.
You shall safeguard your access credentials to the Medesto Platform from infringement, misappropriation, theft, misuse, or unauthorized access.
5. Safeguarding Access Credentials and Account Security
(a) Confidentiality of Credentials
You are responsible for maintaining the strict confidentiality and security of any usernames, passwords, tokens, API keys, or other authentication methods (“Access Credentials”) provided to you or created by you for accessing the Medesto Platform.
(b) Non-Transferability
Access Credentials are non-transferable and granted for your individual use only. You agree not to share, disclose, or distribute your Access Credentials to any other person, entity, or third party under any circumstances.
(c) Responsibility for Account Activity
You acknowledge and agree that you are fully responsible and liable for all activities, actions, and data transmissions that occur under your Access Credentials, whether or not such activities were explicitly authorized by you.
(d) Reporting Compromised Credentials
If you know or reasonably suspect that your Access Credentials have been lost, stolen, misappropriated, or otherwise compromised, or if you become aware of any unauthorized access to or use of the Medesto Platform, you must immediately notify the appropriate individual at your employer.
(e) Response to Security Incidents
Upon discovering a potential or actual compromise, you agree to immediately change your password (if applicable) and fully cooperate with Software Provider in identifying, mitigating, and investigating the security incident. Software Provider reserves the right to suspend or terminate your access to the Medesto Platform without notice to protect the integrity of the system while investigating suspected unauthorized access.
6. Disclaimer of Liability
IN NO EVENT WILL SOFTWARE PROVIDER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SOFTWARE PROVIDERS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN SOFTWARE PROVIDER AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY SOFTWARE PROVIDER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR SOFTWARE PROVIDERS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE MEDESTO PLATFORM SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
7. Export Regulation
The Medesto Platform may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Medesto Platform to, or make the Medesto Platform or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Medesto Platform available outside the U.S.
8. Governing Law
These Terms of Use are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Michigan.