Updated: August 29, 2022
The terms and conditions set forth herein (these “Terms”) provide important information about consumer and individual use of the pharmacy benefit management (“PBM”) enterprise platform solutions and associated services provided by EmsanaRx PBC (“Company”, “we”, or “us”).
Please read these terms before
- using our website, mobile applications or member portal (the “Site”) through which you access information about the pharmacy benefits provided by your employer, health plan, or other pharmacy benefit provider (the “Provider”) or any another website made available to you through the Site, or
- using any services, content, information, or goods provided through or in connection with the Site or by or on behalf of the Provider or one of its subsidiaries or affiliates (together with the Site, collectively, the “Services”).
By clicking or tapping “I agree,” “I accept,” or any other similar button or box with respect to these Terms, or by using the Services, you expressly agree to be bound by these Terms, which constitute an agreement between you and Company, and which incorporates by this reference any additional terms and conditions posted by Company through the Site, or otherwise made available to you by Company or Provider. Certain information and resources contained on and accessible through the Service may be made available by third party suppliers to Company, in each case subject to your agreement to these terms.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
By using the Services, you affirm that you are of legal age to agree to these Terms. We may update these Terms at any time and may notify you of such updates by any reasonable means, including by posting a notice of the updated terms to the Site. You agree that we may update these Terms from time to time without notice, and you agree to review these Terms concurrent with your use of the Services to identify any updates thereto. The last date of any updates will appear at the top of these Terms. YOUR CONTINUED USE OF THE SERVICES FOLLOWING ANY UPDATES TO THESE TERMS SHALL CONSTITUTE NOTICE AND ACCEPTANCE OF THE UPDATED TERMS.
Pharmacy Benefit Management Services
You acknowledge and agree that, to be a registered user of the Services, you must be eligible to receive Provider online Services. You may be asked to supply a user ID and password and other information, whether provided to you by your Provider or Company or otherwise, to register to use all or part of the Services.
Information about your pharmacy benefit plan (your “Plan”) is accessible through the Site. Your Provider is responsible for the design of your Plan, and the criteria for eligibility, co-payments, ingredient costs, network pharmacies, formulary, and other features of your Plan are the sole responsibility of your Provider.
Any health information provided on the Site (including instructions for administration of drugs, identification of therapeutically equivalent drugs, and similar information) is provided for informational purposes and is not a substitute for proper medical advice, diagnosis, or treatment. Such information is for reference only and should not be used to determine treatment for specific medical conditions. You should never avoid or delay obtaining medical advice from a licensed practitioner because of information made available through the Services. The Services and their health-related information and resources are not intended and must not be taken as the rendering of medical, nursing, or professional health care advice or services, or the practice of medicine, nursing, or other professional health care in any jurisdiction. You should discuss the information provided with a physician, pharmacist, nurse, or other licensed health care professional. You should also check product information (including package inserts) regarding dosage, precautions, warnings, interactions, and contraindications before administering or using any device, drug, herb, vitamin, or supplement discussed on the Services.
You understand and agree that neither Company nor the Provider, or their respective suppliers or vendors, are responsible for any claim, loss, injury, or damage directly or indirectly resulting from your use of the Services or the information resources contained on or accessible through the Services.
Company and its affiliates do not provide any form of insurance. The inclusion of information about any particular pharmaceutical or other product does not indicate whether any insurance plan may or may not provide benefits with respect to that product. All such information is subject to the documentation provided to you about your Provider with respect to your Plan.
Price (including the validity of any coupon or discount) and availability of any product or service, and shipping methods and shipping rates, and any other information, descriptions, or images available through the Services regarding any products or services, are subject to change without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the possession, use, and sale of any products or services available through or in connection with the Services. Verification of information may be required prior to the acknowledgment or completion of any transaction. Further terms and conditions related to transactions in connection with the Services may apply. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all shipping and handling charges.
User Submitted Data
Disclaimer of Warranties
Although Company reserves the right to correct any errors, omissions, or inaccuracies to the maximum extent permitted under applicable law, we make no representations or warranties with regard to, and do not accept any responsibility for, the accuracy, reliability, functionality, currency, or completeness of any information, content, materials, services, products, merchandise, or other resources available on or accessible through the Services (collectively, “Resources”). Further, we do not represent that the Services will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Services. Company does not accept any responsibility for unauthorized access by third parties to user transmissions or User Submitted Data, or for technical failures in connection with user transmissions or User Submitted Data. Company does not accept any liability for the consequences arising from the application, use, or misuse of any Resources, including any claims for damages from injury or damage to any person or property whether based in product liability, negligence, or other theories of liability.
Your use access to and use of the Services and any other internet sites accessible through the Site, including any Resources, is solely at your own risk.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING THE INFORMATION, CONTENT, MATERIALS, SERVICES, PRODUCTS, MERCHANDISE, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SUCH INFORMATION, CONTENT, MATERIALS, SERVICES, PRODUCTS, MERCHANDISE, AND OTHER RESOURCES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
Company makes no representation or warranty that any password protection or other security measures will prevent unauthorized access to User Submitted Data.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL PROVIDER OR ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS, OR PARTNERS (COLLECTIVELY, “COMPANY PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION, OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, ANY DEFECTS IN THE SERVICES, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE OPERATION OF THE SERVICES MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND COMPANY’S OR ITS SUPPLIERS’ OR VENDORS’ CONTROL. THE OPERATION OF THE SERVICES, WHETHER BY COMPANY, ITS SUPPLIERS, OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED $25.00.
You acknowledge and agree that the limitations set forth above are fundamental elements of these Terms and that the Services would not be provided to you absent such limitations.
To the maximum extent permitted under applicable law, you hereby agree to indemnify, defend, and hold the Company Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys’ fees) related to or arising out of your use of the Services, including your violation of these Terms.
Changes to the Services
Company and its suppliers and vendors may change or modify the information, services, products, materials, and any other Resources contained on or accessible through the Services, may charge, modify, or waive any fees required to use the Services (including any portion thereof), or discontinue the Services altogether, at any time without notice.
You agree to use the Services only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy the Service (including by means of hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities, including with respect to the servers or networks used to make the Service available) is prohibited. You are strictly prohibited from communicating on or through the Services any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. We reserve the right to terminate or suspend your use of (including any access to) the Services, or parts of the Services, without notice, if we believe, in our sole discretion, that it is in violation of these Terms, our requirements, or any applicable law, or it is harmful to our interests or the interests, including intellectual property or other rights, of another user or any third party, including any of our partners, affiliates, sponsors, providers, suppliers, vendors, licensors, or merchants.
You must not post, transmit, or otherwise make available through or in connection with the Services any virus or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.
You agree to provide true, accurate, current, and complete information in connection with your use of the Services. It is your responsibility to maintain and promptly update your account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Services. Because any termination of your access to the Services may occur without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Services. Furthermore, you agree that neither Company nor your Provider, nor any of their respective suppliers and vendors shall be liable to you or any third party for any termination of your access to your account or the Services.
We may refuse to grant you a user ID that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. For security reasons, user IDs and passwords must be non-obvious, hard-to-guess, confidential, and changed on a regular basis, and you must log out at the end of each session. You are responsible for maintaining the confidentiality of your user ID and password and are fully responsible for all activities (including purchases, as applicable) that occur in connection with your user ID or password such that, for all purposes under these terms, any activities in connection with your user ID or password will be deemed to be your activities. You agree to immediately notify us of any unauthorized use of either your user ID or password or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access the Services using your user ID or password. All user IDs and passwords remain the property of Company and may be cancelled or suspended at any time by Company without any prior notice or any liability to you or any other person. Company is not under any obligation to verify the actual identity or authority of the user of any user ID or password. If Company, in its sole discretion, considers a password to be insecure, then Company may cancel the password.
You must respond promptly to all email and other correspondence from Company, including without limitation email and correspondence concerning complaints or concerns regarding your use of the Services and the use of your account. You are responsible for obtaining, maintaining and paying for all hardware, software, and telecommunications and other services needed for you to use the Services.
If you no longer agree to be bound by these Terms, or you breach any provision of these Terms, you may no longer use the Services or have access thereto. Your use of the Services is at your sole risk. If you are dissatisfied with the Services, their content, or any of these Terms, your sole and exclusive legal remedy is to discontinue use of the Services. If your use of the Services is terminated for any reason, then: (a) these Terms will continue to apply and be binding upon you in respect of your prior use of the Services (and any unauthorized further use of the Services), including payment of any charges accrued in connection with use of the Services and your indemnification obligations; and (b) any rights or licenses granted to us under these terms will survive such termination.
No title, licenses or other proprietary rights in any content or other materials made available by the Services are afforded to you; to the extent that you are authorized to download any such materials via the Services, any such downloaded materials will be for your own personal, non-commercial use only.
Company (and its suppliers and vendors) owns the Services and all the content on the Services, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of such material. The Services and all the content on the Services is subject to trademark, service mark, copyright, and other intellectual property rights held by Company and its suppliers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. Company’s trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of Company, or in any manner that is likely to cause confusion or otherwise violate our rights. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of any content available through the Services, or posting or otherwise making available such content (including selected portions of this content) in any manner on any network computer, broadcast media, or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of Company is strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any purpose other than for your personal, non-commercial use the Service (including any portion thereof) or the use (including any access to) thereof, or to collect any information about Site visitors or users of the Services, or otherwise systematically download and store Services content. You represent, warrant, and agree that you will not send, submit, upload, post, reproduce, transmit, or distribute any communication, content, or other materials of any type through or in connection with the Services or otherwise to Company that infringes or violates any rights of any party or violates these Terms.
When you send emails or other electronic messages to us or in connection with your use of the Services, you are communicating with us electronically and consent to our review and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Location Based Services
Messaging Terms & Conditions
Company or one or more of its affiliates offers access to pharmacy and healthcare service messages via recurring SMS (Short Message Service), MMS (Multimedia Message Service) text alerts and email alerts. Enrollment in text alerts requires a Member to provide his or her own mobile phone number with an area code within the United States and an email address. By enrolling to receive Company text or email alerts, you agree to these Terms, which become effective upon your enrollment. You may be asked to verify your mobile phone number before the Service will start. This requires responding to a text alert sent to your mobile phone confirming your enrollment in this Service.
You acknowledge that alerts will be sent to the mobile phone number or email address you provide to Company. Such alerts may include personal information about your prescriptions based on the type of information you choose to receive via electronic communication, and whoever has access to the mobile phone (or carrier account) or email address will also be able to see this information. You acknowledge that if you elect to receive Protected Health Information as defined in HIPAA in the form of full prescription information via text alerts or e-mail alerts, you are (i) electing to receive such information through an unencrypted method of communication, and (ii) acknowledging that information contained in an unencrypted e-mail or text message is at risk of being intercepted and read by, or disclosed to, unauthorized third parties. Once you enroll, the frequency of text or email alerts we send to you will vary. You will typically receive alerts when we have information for you about your prescriptions or other healthcare information. Company does not impose a separate charge for text alerts; however, your mobile carrier’s message and data rates may apply depending on the terms and conditions of your mobile phone contract. You are solely responsible for all message and data charges that you incur. Please contact your mobile service provider about such charges.
You may opt out of Company text alerts at any time. To stop receiving text alerts, text STOP to the number from which you are receiving text alerts. After you submit a request to unsubscribe, you will receive one final text alert from Company confirming that you will no longer receive text alerts. No additional text alerts will be sent unless you re-activate your enrollment in the text alert program. For questions about text alerts, please contact the member services number on your member benefit card. Text alerts may come from any one of these short codes and Company may change, add or remove short codes as necessary.
The text alert programs are offered on an “as is” basis and: (1) may not be available in all areas at all times; and (2) may not continue to work in the event of product, software, coverage or other service changes made by your wireless or mobile carrier. Company may change or discontinue any of its text alert programs without notice or liability to you. Company and its related companies and each of their respective officers, directors, and employees are not responsible and shall not be liable for any losses, damages, or injuries of any kind resulting, directly or indirectly, from any Company text alert program or from technical failures or delays of any kind. Company reserves the right to cease delivery of text alerts to any person at any time in its sole discretion.
These Terms, your use of the Services, all transactions through the Services, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the laws of the United States (including federal arbitration law) and the State of Delaware, excluding any rules of private international law or conflict of laws that would lead to the application of any other laws. These Terms are not governed by the U.N. Convention on Contracts for the International Sale of Goods.
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY OR ITS SUPPLIERS OR VENDORS, 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 YOU AGREE THAT COMPANY AND YOU EACH ARE WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, consistent with these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by the AAA or the arbitrator. The arbitrator’s decision will apply these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief, or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Copyright Infringement Claims: Notice and Take-Down Procedures
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your rights under U.S. copyright law, you (or your agent) may send Company a written notice by mail, e-mail, or fax, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Company a counter-notice. Notices and counter-notices must be sent in writing and meet the statutory requirements under the DMCA (see www.copyright.gov for details)
In addition to the rights and privileges described in these Terms, we further reserve the right to electronically monitor areas of the Services and we may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request if we believe that such disclosure is necessary or appropriate to operate the Services, to protect our rights or property, or to protect the rights of Members, partners, affiliates, sponsors, providers, licensors, or merchants. If alerted to allegedly infringing, defamatory, damaging, illegal, or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such content from the Services.
We control the Services from our corporate offices within the United States of America, and the Services are not intended to subject Company to any non-U.S. jurisdiction or law. By accessing and using the Services you agree that such access and use is subject to these Terms as well as applicable laws. The Services may not comply with legal requirements of foreign countries, which may have laws, regulations, and medical practices that differ from those in the U.S. We may limit the availability of the Services at any time, in whole or in part, to any person, geographic area, or jurisdiction in our sole discretion. You may not use the Services if prohibited from doing so in the country in which you are located.
Our failure to insist upon strict performance of any provision of these Terms shall not be construed as an implicit waiver of any provision or right.
If any part of these Terms is ruled to be unenforceable, then such part shall be severed, with the remainder of these Terms remaining in full force and effect. These Terms constitute the entire agreement between Company and you governing your use of the Services (inclusive of other policies referenced in these Terms). You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.