Please read these Terms of Service carefully before using the Rx Contract IQ platform. By accessing or using our services, you agree to be bound by these terms.
Table of Contents
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Rx Contract IQ ("Company," "we," "us," or "our") governing your access to and use of the Rx Contract IQ software-as-a-service platform and related services (collectively, the "Services").
By clicking "I Agree," creating an account, or accessing the Services, you represent that you have the legal authority to bind yourself or your organization to these Terms. If you do not agree, do not use the Services.
Rx Contract IQ provides a cloud-based analytics platform designed for healthcare benefits brokers to evaluate, score, and compare pharmacy benefit manager (PBM) proposals and RFP responses. The Services include proposal scoring, contract risk analysis, savings modeling, and white-label reporting tools.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.
You must create an account to use our Services. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:
The Services, including all software, algorithms, methodologies, scoring models, user interfaces, trademarks, and content provided by Rx Contract IQ, are and remain the exclusive property of the Company and its licensors. Nothing in these Terms transfers any ownership of intellectual property to you.
Subject to your compliance with these Terms and timely payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term solely for your internal business purposes.
You retain all rights, title, and interest in and to the data, documents, and materials you upload to the platform ("Customer Data"). By uploading Customer Data, you grant us a limited license to process and analyze such data solely for the purpose of providing the Services to you.
We will not use Customer Data for any purpose other than delivering the contracted Services, will not disclose Customer Data to third parties except as required by law or as permitted under our Privacy Policy, and will implement appropriate security measures to protect Customer Data.
Access to the Services requires payment of subscription fees as set forth in your Order Form or as displayed on our pricing page. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only as necessary to perform its obligations under these Terms. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the context.
This obligation does not apply to information that (a) is or becomes publicly known through no fault of the receiving party, (b) was already known to the receiving party, (c) is independently developed, or (d) is required to be disclosed by law.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components. The scoring and analysis outputs are provided for informational purposes only and do not constitute legal, financial, or actuarial advice.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RX CONTRACT IQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES.
OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
You agree to indemnify, defend, and hold harmless Rx Contract IQ and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any third-party rights, or (d) your Customer Data.
Either party may terminate a subscription at the end of the then-current billing period by providing written notice. We may suspend or terminate your access immediately if you materially breach these Terms, become insolvent, or if we are required to do so by law.
Upon termination, your right to access the Services ceases. You may request a copy of your Customer Data within 30 days of termination. After 30 days, we may delete your data in accordance with our data retention policies.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising from these Terms will be resolved through binding arbitration under the rules of the American Arbitration Association, conducted in English. You waive any right to participate in class-action proceedings.
We may update these Terms at any time. We will notify you of material changes by email or through the platform. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.
For questions about these Terms, contact us at [email protected].