Terms of Service

ScriptScouts

Terms of Service

These Terms of Service (these “Terms of Service”) constitute a legal agreement between TrackRecord Health, Inc., a Delaware Corporation (“TrackRecord Health, Inc.,” “We,” “Us” and “Our”), and you, the user of the Services (as defined below) (“User”, “You”, or “Your”).  ScriptScouts offers access to certain features of its websites (collectively, the “Website”), proprietary software as a service offering and related services (collectively with the Website and as updated and modified from time-to-time, the “Services”) to third parties on the terms and conditions set forth herein. 

By using the Services, including merely visiting the Website or creating an account, You are agreeing to these Terms of Service.  ScriptScouts is willing to make the Services available to User only upon the condition that User agrees to or affirmatively accepts these Terms of Service in their entirety.  Please read these Terms of Service carefully before using the Services and before creating an account.  If You do not agree to these Terms of Service, then You must leave the Website immediately, and You should not create an account within the Services.

IMPORTANT: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 9.2 BELOW, REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.  THIS MEANS THAT USER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS ACTIONS OF ANY KIND.

  1. ACCESS RIGHTS; SERVICES; OWNERSHIP
    1. Right to Access.  Subject to these Terms of Service and to any limitations set forth on the Website, ScriptScouts grants to User a nonexclusive, nontransferable, revocable, non-licensable, limited right to access and use (the “Access Rights”) the Services through the Website, solely for the personal use of User, and solely during the Subscription Term (as defined below in Section 8.1 of these Terms of Service).  ScriptScouts may, in its sole discretion, change or delete any part of the Services, including without limitation the web address through which User may access the Services.
  1. Registration.  In order to gain access to certain features and functionality of the Services, User must create an account with ScriptScouts by submitting all information requested by ScriptScouts on the Website.  User represents that all information User provides to ScriptScouts in such submission and at any other time during or after the account creation process (the “Registration Information” and such process, the “Registration Process”) will be true, accurate, complete, and current and that User will promptly update its Registration Information as necessary such that it is, at all times, true, accurate, complete, and current.  ScriptScouts may use all Registration Information, subject to these Terms of Service.  You represent and warrant that all Registration Information is about You.  You may not create an account on behalf of any person other than Yourself.  You represent that you are at least the age of majority in Your jurisdiction of residence and that you are a resident of the United State of America.
  1. Documentation.  The Website contains textual and/or graphical materials that describe the features, functions, and uses of the Services made available to Users from time-to-time (the “Documentation”).  ScriptScouts may offer or limit certain features, functionality, and User rights within the Services on a differentiated basis among Users as described on the Website from time to time, including without limitation in connection with ScriptScout’s offering of premium services, varying subscription plans, and other factors in ScriptScouts’ sole discretion.
  1. Proprietary Rights; No Implied Licenses.  The Website, the Services, including without limitation all software code thereto, the ScriptScouts Content (as defined below), Documentation, Analytics (as defined below), and all content and materials that are not directly associated with a User that appear on the Website and in the Services, and all improvements, modifications, derivative works or innovations made thereto and all Intellectual Property Rights therein (collectively, the “ScriptScouts Materials”), are, as between the parties, the exclusive property of ScriptScouts, even if such improvements, modifications, derivative works or innovations result from suggestions, enhancement requests, recommendations or other feedback provided by User.  Except for the Access Rights expressly granted herein, all rights in and to all of the foregoing are reserved by ScriptScouts.  These Terms of Service do not convey to User any rights of ownership or other Intellectual Property Right in, to, or under any ScriptScouts Materials.  No right is granted to distribute, publish, modify, adapt, translate or create derivative works of the ScriptScouts Materials.  User shall accurately reproduce all proprietary notices, including any copyright notices, trademark notices, or confidentiality notices that are contained within the ScriptScouts Materials.  Nothing in these Terms of Service will be deemed to grant to User any right to receive a copy of any software underlying the Website or Services, in either object or source code form.  ScriptScouts shall own all Intellectual Property Rights related to any feedback, comments, or suggestions User provides to ScriptScouts with respect to the ScriptScouts Materials, and User hereby assigns all such Intellectual Property Rights to ScriptScouts.  As used herein “Intellectual Property Rights” means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including: (a) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (b) the right to exclude another from using, making, having made, selling, offering to sell, and importing patented subject matter and from practicing patented methods; (c) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (d) the rights to apply for any of the foregoing rights, and all rights in those applications.  Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including enforceable privacy rights and any rights in databases recognized by applicable law.  User agrees that if User infringes ScriptScouts’ Intellectual Property Rights or exceeds the scope of permitted use under these Terms of Service, ScriptScouts will be irreparably injured and may terminate these Terms of Service in addition to any other remedies ScriptScouts may be entitled to at law or in equity.
  1. Analytics.  As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from the Services, or regarding User’s use of the Services.  ScriptScouts may create, collect, use and disclose Analytics for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Services. 
  1. Privacy.  ScriptScouts’ collection, use, and disclosure of User’s personal information, any content and data uploaded or provided to ScriptScouts in connection with the Services, and of any data or Analytics relating to User’s use of the Website or Services, is governed by the ScriptScouts Privacy Policy, as it may be updated from time-to-time in ScriptScouts’ sole discretion.  A current copy of the ScriptScouts Privacy Policy can be accessed on the Website.
  1. Authorization Regarding Prescription Transfer. ScriptScouts’ Services may from time to time, in its sole discretion, include an offer to transfer, or attempt to transfer, a prescription of User from being filled at one pharmacy to instead be filled at a different pharmacy (a “Prescription Transfer”).  User hereby authorizes ScriptScouts and its service providers to act as User’s representative and agent for the sole purpose of effecting a Prescription Transfer as described on the Website or otherwise in writing, including with respect to contacting and making any such request to an applicable prescriber or pharmacy.  ScriptScouts reserves the right to not assist with any particular Prescription Transfer or generally with Prescription Transfers in its sole discretion.  ScriptScouts assumes no responsibility for, and hereby disclaims any liability for, complying with the Prescription Policies and applicable laws with respect to such transfers.  ScriptScouts will not be responsible for, and hereby disclaims any liability for the failure of a prescription to be transferred from one pharmacy to another, including without limitation as a result of refusal by any prescriber or pharmacy to act on the basis of ScriptScouts’ request. ScriptScouts is not responsible for, and hereby disclaims any liability for, the actions or omissions of User and any provider, Pharmacy, manufacturer, pharmaceutical company or other third party.
  • USER RESPONSIBILITIES
    • Access Credentials.  User will safeguard the devices, computers, and networks used to access the Services and safeguard and keep confidential all login information, passwords, and security protocols through which User accesses and uses the Services (“Access Credentials”).  ScriptScouts reserves the right, in its sole discretion and without liability to User, to take any action ScriptScouts deems necessary or reasonable to ensure the security of the Services and User’s Access Credentials and account, including terminating User’s access, changing passwords, or requesting additional information to authorize activities related to User’s account.  User shall be responsible for and liable for the actions and omissions of anyone that accesses or uses User’s account. 
  • General Restrictions on Use.  User shall comply with all applicable laws in its use of the Services and agrees not to act outside the scope of the rights that are expressly granted by these Terms of Service.  User will not (a) make the Services available to anyone else; (b) commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the Services or include any Services or any derivative works thereof in a service bureau or outsourcing offering; (c) copy, modify, or make derivative works based upon the Services; (d) create internet “links” to the Services or “frame” or “mirror” any reports contained in, or accessible from, the Services on any other website, server, wireless or Internet-based device; (e) use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Services; (f) access the Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; (g) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component underlying the Services are compiled or interpreted; (h) access data not intended for such User or log onto a server or an account which the User is not authorized to access; (i) allow anyone else to use or access User’s account; or (j) interfere with or disrupt the integrity or performance of the Services, the Website, or the data contained therein or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.  Compliance with the restrictions set forth in this Section 2.2 is an essential basis of these Terms of Service, and User agrees to reimburse ScriptScouts for attorneys’ fees and court costs incurred in connection with any lawsuit brought by ScriptScouts in which a court or arbitrator finds that User has breached any provisions of this Section 2.2.
  • CONTENT
    • Platform Content.  ScriptScouts may provide certain information, data, and other content on or through the Website or Services (the “ScriptScouts Content”).  The Services may from time to time include, feature, or link-to information, data, and other content or websites from third parties (collectively, the “Third Party Content” and together with the ScriptScouts Content, the “Platform Content”).  The Platform Content is not intended to make any product recommendation, including with respect to quality, price, or usability.  Rather, User acknowledges and agrees that the ScriptScouts Content, and the Platform Content as applicable, are intended merely to provide available information to the User.  For the avoidance of doubt, ScriptScouts does not approve or endorse, is not responsible or liable for, and makes no representations as to any Third Party Content or third parties, products, or services included within the ScriptScouts Content.  The inclusion of any such link or such content does not and shall not be interpreted to imply any association, sponsorship, endorsement, or affiliation with any third party, unless expressly stated within ScriptScouts.  ScriptScouts shall have no liability whatsoever in connection with any Third Party Content.  Use of any third-party website shall be governed by terms of use or other applicable legal conditions of such website.  ScriptScouts is not an agent, distributor, re-seller, or broker or otherwise responsible for the activities or policies of any third-party websites or their products, services, or operators, including those included in or referenced by any Platform Content.  Product details, pricing, and information included within the Platform Content are subject to final confirmation by the applicable third-party provider.  User acknowledges and agrees that the arrangement, order, priority, and availability of any and all Platform Content may be influenced by the payment of advertising or promotional fees from third parties to ScriptScouts.
  • PLATFORM CONTENT DISCLAIMER.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.  All Platform Content is provided “AS IS” and “AS AVAILABLE,” and ScriptScouts MAKES NO WARRANTY of any kind, express or implied, as to the Platform Content, including without limitation with respect to its completeness, correctness, accuracy, reliability, TIMELINESS or otherwise. 
  • NO MEDICAL ADVICE; NO SUBSTITUTE FOR INSURANCE.  THE SERVICES AND ANY RESULTS OR PLATFORM CONTENT DISPLAYED VIA THE SERVICES DO NOT CONSTITUTE MEDICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.  YOU ACKNOWLEDGE THAT EVEN IF INFORMATION PROVIDED TO YOU THROUGH THE SERVICES APPEARS TO BE MEDICAL ADVICE, (A) SUCH INFORMATION IS NOT MEDICAL ADVICE AND (B) UNDER NO CIRCUMSTANCES SHOULD YOU RELY ON SUCH INFORMATION.  THE SERVICES ARE NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION.  ALL CONTENT AVAILABLE THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY.  USE OF THE SERVICES DOES NOT CREATE ANY PHYSICIAN-PATIENT RELATIONSHIP.  SCRIPTSCOUTS DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE BY THIRD-PARTIES THROUGH THE SERVICES, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE OR OTHERWISE, INCLUDING FAILURE TO COMPLY WITH ANY WARNING LABELS ATTACHED TO OR INCLUDED WITH ANY MEDICATIONS, PRESCRIPTIONS, PHARMACEUTICALS, CONTROLLED SUBSTANCES OR OTHER PRODUCTS.  THE SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR HEALTH INSURANCE OF ANY OTHER INSURANCE.

    • Deletion of Content.  The Platform Content may change from time to time, and ScriptScouts reserves the right to permanently delete any and all Platform Content, including Platform Content that relates to User. User agrees that ScriptScouts has no responsibility or liability for the deletion or failure to store any such Platform Content.
    • Infringement Reporting and Digital Millennium Copyright Act (DMCA) Procedures.  Any User or third party that owns a copyright (a “Copyright Owner”) or any agent authorized to act on the Copyright Owner’s behalf that has a good faith belief that any Platform Content or other content on the Website or within the Services constitutes copyright infringement may provide ScriptScouts’ DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website or within the Services of the allegedly infringing work; (c) a written statement that such party has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) the submitting party’s name and contact information, including, without limitation, telephone number and email address; and (e) a statement by the submitting party that the above information in the notice is accurate and, under penalty of perjury, that the submitting party is the Copyright Owner or is authorized to act on the Copyright Owner’s behalf.  The contact information for ScriptScouts’ DMCA Agent for notice of claims of copyright infringement is: [email protected]

We reserve the right to terminate any User’s Access Rights or other rights to use the Services if such use infringes the Intellectual Property Rights of another.

  • FEES; PAYMENT CARD AUTHORIZATION
    • Fees.  Portions of the Website and Services are offered free of charge.  In consideration for certain rights granted with respect to certain Services, User will pay to ScriptScouts the fees for such services as set forth on the Website (the “Fees”).  All Fees are nonrefundable and will be paid in U.S. dollars and exclude all Taxes (as defined below).  
  • Payment Cards.  Users may be required to enter payment card details to access certain features or portions of the Services, to pay any Fees as set forth on the Website or in order for ScriptScouts or a third-party service provider to obtain access to certain information and data associated with such payment card.  User represents and warrants that it has the right to use any payment card or other means of payment provided to ScriptScouts for payment of the Fees or otherwise provided to ScriptScouts or to any third-party service provider in connection with the Services.  By providing payment card information, User authorizes ScriptScouts and its third-party service providers to use and store the card as a payment method for all purchases made through the Website and to request, access, view, and display information, data, and other content related to the usage and purchase history of each such payment card, and otherwise as set forth on the Website.  User’s purchase and/or the entry of billing information and payment card details may be subject to additional terms of service of our third-party service providers, such as Stripe, Inc. User agrees to provide current, complete and accurate purchase, payment card, and billing information and to promptly update such information as necessary.  Providing any untruthful or inaccurate information is a breach of these Terms of Service.  Prior to accepting any payment, we may also request additional information from User.  Verification of information may be required prior to the acknowledgment or completion of any purchase.
  • Taxes.  Unless otherwise stated, the Fees do not include any applicable sales, use, value-added or similar taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”).  User is responsible, and ScriptScouts shall have no liability, for all Taxes applicable to User’s purchases hereunder.  Notwithstanding the foregoing, ScriptScouts may, in its sole discretion, conclude it is legally required to collect and remit such Taxes to a taxing jurisdiction on behalf of User.  In such an event, even if ScriptScouts has already charged or invoiced User for the applicable Services, ScriptScouts may charge or invoice User for such Taxes, and User shall pay ScriptScouts the amount of such Taxes, unless User provides ScriptScouts with a valid tax exemption certificate authorized by the appropriate taxing authority.  ScriptScouts will utilize the billing address provided by User to determine the appropriate taxing jurisdiction.  User will make all payments to ScriptScouts free and clear of, and without reduction for, any Taxes.
  • WARRANTIES
    • Disclaimer of Warranties.  SCRIPTSCOUTS MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE WEBSITE OR SERVICES, OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  SCRIPTSCOUTS DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  SCRIPTSCOUTS SHALL NOT BE RESPONSIBLE FOR ENSURING AND DOES NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL MEET USER’S REQUIREMENTS; (B) THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (C) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED.  SCRIPTSCOUTS WILL NOT BE RESPONSIBLE FOR LOSS OR CORRUPTION OF DATA.
  • INDEMNIFICATION
    • User shall indemnify, defend and hold harmless ScriptScouts and its affiliates, and each of their respective officers, directors, employees and agents (collectively, the “ScriptScouts Indemnified Parties”), from and against any and all damages, costs (including reasonable attorneys’ fees), and other liabilities suffered by any ScriptScouts Indemnified Party arising from or in connection with any and all claims, demands, suits and other proceedings brought by a third party (each, a “Claim”) arising from: (a) a breach by User (or anyone using User’s account) of these Terms of Service; (b) based on any failure or alleged failure of User (or anyone using User’s account) to comply with any applicable law, rule, or regulation in connection with its use of the Services; and (c) any other actions or omissions of User (or anyone using User’s account).  ScriptScouts reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with ScriptScouts in asserting any available defenses.
  • LIMITATION OF LIABILITY
    • Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCRIPTSCOUTS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, OR PROVIDING THE SERVICES, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) $1 OR (B) AMOUNTS ACTUALLY PAID BY USER TO SCRIPTSCOUTS DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE.  ANY CAUSE OF ACTION BROUGHT BY USER AGAINST SCRIPTSCOUTS MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR BE DEEMED FOREVER WAIVED AND BARRED.  THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
  • Exclusion of Consequential and Related Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCRIPTSCOUTS HAVE ANY LIABILITY TO USER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SCRIPTSCOUTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.
  • TERM; TERMINATION
    • Subscription Term.  These Terms of Service become effective upon the date on which User accepts these Terms of Service and shall remain in effect until the Termination Date (as defined below) (the “Subscription Term”).
  • Termination.  User’s Access Rights will expire and terminate upon the earliest of the following (the “Termination Date”): (a) such date as set forth on the Website during the Registration Process; (b) such date as ScriptScouts provides notice to User of such termination, for any or no reason, including without limitation its cessation of providing the Services on a commercial basis; or (c) such date as User provides notice to ScriptScouts of such termination, for any or no reason, including through the Website or by failing to timely pay the Fees.
  • GENERAL
    • Governing Law.  The Terms of Service shall be governed and construed in accordance with the laws of the United States and the State of North Carolina, without giving effect to conflicts-of-law principles thereof.  With respect to any disputes or claims not subject to arbitration, User agrees to submit to the personal jurisdiction of the state and federal courts located in or having jurisdiction in Raleigh, North Carolina, and waives any objection as to venue or forum non conveniens, with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of the Terms of Service.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.  
  • Arbitration and Class Action Waiver.  User and ScriptScouts agree that any dispute, claim, or controversy that relates to or arises from these Terms of Service or the Services, other than as set forth in this Section 9.2, will be determined by mandatory binding individual (not class) arbitration.  User and ScriptScouts further agree that the arbitrator shall have the exclusive power to rule on its own jurisdiction, including any objections with respect to the existence, scope or validity of any provision of these Terms of Service or to the arbitrability of any claim or counterclaim.  Notwithstanding the above, User and ScriptScouts both agree that neither of us waive or limit our rights to (a) bring an individual action in a U.S. small claims court, (b) bring an individual action that relates to Intellectual Property Rights or (c) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.  EXCEPT PURSUANT TO CLAUSES (A), (B) AND (C) OF THE IMMEDIATELY PRECEDING SENTENCE, ALL DISPUTES, CLAIMS, CONTROVERSIES OR DEMANDS THAT RELATE TO THESE TERMS OF SERVICE OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND USER AGREES THAT SCRIPTSCOUTS AND USER ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY.  USER AGREES THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND USER HEREBY AGREE THAT YOU MAY NOT AND WILL NOT PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION, AS A PLAINTIFF OR CLASS MEMBER, IN ANY SUCH ACTION.  Unless both User and ScriptScouts agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.  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 a court decides that applicable law precludes enforcement of any of this Section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.  Either User or ScriptScouts may start arbitration proceedings.  Any arbitration between User and ScriptScouts will take place under the Consumer Arbitration Rules of the American Arbitration Association then in force, as modified by these Terms.  User and ScriptScouts agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above).  Any arbitration hearings will take place in Raleigh, North Carolina.  A party who intends to seek arbitration must first send a notice of the dispute (“Dispute Notice”) pursuant to Section 9.5 below.  The Dispute Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought.  ScriptScouts and User agree to use good faith efforts to resolve the claim directly, but if ScriptScouts and User do not reach an agreement to do so within sixty (60) days after the Dispute Notice is received, User or ScriptScouts may commence an arbitration proceeding.  All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
  • Severability.  If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
  • Waiver; Remedies.  Any waiver or failure to enforce these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
  • Notices.  All notices (including without limitation, Dispute Notices) by ScriptScouts to User under these Terms of Service may be made by email, registered mail or overnight delivery service to the email address or other contact information provided by User during the Registration Process or may be disseminated by a general posting on the Website or within the Services.  All notices (including without limitation, Dispute Notices) to ScriptScouts by User under these Terms of Service shall be made by email to [email protected][SCK1] .  All notices shall be effective upon receipt by the party to which notice is given.  User may change its contact info for receipt of notice by updating its account contact information on the Website.
  • Entire Agreement.  To the maximum extent permitted by applicable law, these Terms of Service and the Registration Information constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms of Service.  No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to User’s acceptance of these Terms of Service.  User acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by ScriptScouts with respect to future functionality or features of the Services.  No terms or conditions stated in any other User order documentation, including for the avoidance of doubt any terms or documentation ScriptScouts is required to execute or agree to, shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.
  • Amendment.  ScriptScouts may, in its sole discretion, amend or modify these Terms of Service from time to time and continued use of the Services shall be evidence of User’s consent to any such amended or modified Terms of Service.
  • Force Majeure.  Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, shortage of materials (including, without limitation, medications), fire, earthquake, flood, pandemic, epidemic or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as practicable.
  • Independent Contractors; Subcontractors.  The relationship of the parties hereto is that of independent contractors, and no partnership, agency or joint venture relationship is created hereby.  ScriptScouts may engage subcontractors to act on ScriptScouts’ behalf in connection with its provision of the Services.
  • No Assignment.  User may not assign, delegate, or otherwise transfer these Terms of Service, or its rights and obligations herein or therein, without obtaining the prior written consent of ScriptScouts, and any attempted assignment, delegation, or transfer in violation of the foregoing will be void ab initio.  These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.
  • Construction.  The titles of the sections of these Terms of Service are for convenience of reference only and are not to be considered in construing these Terms of Service.  Unless the context of these Terms of Service clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) “or” has the inclusive meaning frequently identified with the phrase “and/or;” (c) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation;” and (d) references to “hereunder,” “herein” or “hereof” relate to these Terms of Service as a whole.  Any reference in these Terms of Service to any statute, rule, regulation or agreement, including these Terms of Service, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time.  The parties agree that these Terms of Service shall be fairly interpreted in accordance with their terms without any strict construction in favor of or against either party, and that ambiguities shall not be interpreted against the drafting party.

Effective December 28, 2023

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