Terms of Service

1) RXNT SOFTWARE SERVICES

This Agreement provides Customer and Customer’s Authorized Users (defined below) access and use of RXNT’s cloud-based solutions subscription services, as specified on the electronic or written order between the parties (Subscription Summary), which is incorporated by reference into this Agreement and made part of it. Customer may purchase and utilize RXNT PM (Practice Management), RXNT EHR (electronic health records), RXNT ERX (electronic prescribing), Ambient IQ, and RXnotify, and related services under this Agreement (Services).

2) AUTHORIZED USERS

Customer’s employees and contractors who use the Services are referred to herein as “Authorized Users.” Customer is fully responsible for all activities and use or misuse of the Services by any Authorized Users. Customer is also responsible for ensuring that Authorized Users comply with the Agreement. We have the right to disable Customer and Authorized Users’ use of the Services at any time for any reason, including if, in our sole discretion, we believe that there has been a failure to comply with this Agreement.

3) REGULATORY COMPLIANCE

The Services are intended for use in environments subject to health and data privacy regulations, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Customer and Authorized Users remain responsible for ensuring the use of the Services complies with all applicable laws and regulatory requirements, including HIPAA.

4) USE OF SERVICES

a. RXNT Responsibilities

Training. RXNT shall provide online training to Customer and Authorized Users during the Standard Onboarding Period (defined in Attachment B) for the Service(s) Customer has subscribed to. All Authorized Users must complete online training before Authorized Users being granted access to RXNT ERX solution.  

Support. RXNT shall provide customer support for the Services as further detailed in the RXNT Support Policy. Customer and Authorized Users shall be responsible for their own devices, systems, applications, connections, and software used to access the Services.

b. Customer Responsibilities

Identity Proofing. Customer and Authorized Users will be required to complete identity proofing to the IAL2 standard or greater before gaining access to the Services. Identity proofing is completed through a third-party vendor of our choosing. 

Customer must use Form I-9 to verify the identity and employment authorization of all Authorized Users, and must be able to provide evidence of such upon RXNT request. Customer and Authorized Users agree that they (i) will not share their registration login credentials or give their login credentials to anyone else, (ii) are responsible for maintaining the confidentiality of their password, and (iii) agree to accept responsibility for all activities that occur under their account or password.

Accuracy of Information Provided by Customer. Customer and Authorized Users represent and warrant to RXNT that all Customer Information and other material provided under Customer’s account, by Customer or on its behalf, is true, correct, and accurate. If Customer learns that any Customer Information provided to RXNT as part of the Services is not true, correct, or accurate, Customer must immediately notify RXNT by phone and in writing of this fact, and provide the true, correct, and accurate information to RXNT. RXNT relies on Customer representations regarding the truth, accuracy, and compliance with the laws of Customer Information. RXNT IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY CUSTOMER’S FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF RXNT.

Electronic Prescriptions for Controlled Substances. If Customer uses the Services for Electronic Prescriptions for Controlled Substances (Electronic Prescription), the following applies:

• Tokens. Each Electronic Prescription account is assigned to a specific provider (Prescribing Provider) authorized by Customer. Each Prescribing Provider will be provided a soft token by a third-party (Soft Token). Soft Tokens are referred to generally as a Token.
• Live ID. Prescribing Providers using the RXNT ERX mobile application must authenticate by using Live ID. Live ID is conducted by a third-party.  
• Customer Responsibilities. Customer and each Prescribing Provider agrees: (a) that each Prescribing Provider may not allow any other person to use the Token or enter the login passphrase in order to sign controlled substance prescriptions; (b) that each Prescribing Provider is responsible for using their own biometrics when setting up two-factor authentication; (c) that failure to secure the Token, login passphrase, or any biometric information may provide a basis for revocation or suspension of the Electronic Prescription account; (d) if a Prescribing Provider’s Token has been compromised or stolen, Prescribing Provider is responsible for immediately revoking and deactivating the Token; (e) to notify RXNT within one business day of discovery if: (i) Customer or a Prescribing Provider is contacted by a pharmacy because one or more controlled substance prescriptions are displaying the incorrect United States Drug Enforcement Administration (DEA) number; (ii) if Customer or a Prescribing Provider discover that one or more controlled substance prescriptions issued using a Prescribing Provider DEA number were not consistent with the prescriptions actually signed, or were not signed at all; (iii) if a Prescribing Provider’s Token has been compromised, or the authentication protocol has been compromised in any way; (e) that the Prescribing Provider is responsible for any controlled substance prescriptions written using its two-factor authentication credential; (f) that Prescribing Providers have the same responsibilities when issuing electronic prescriptions for controlled substances as when issuing paper or oral prescriptions; (g) to prescribe controlled substances only for legitimate medical purposes; (h) to review security logs on a daily basis for any security incidents; and (i) to report to the DEA any security incident and provide RXNT with a copy of such report. Customer agrees to keep all security incident reports on file for two years.

Electronic Prescriptions (Excluding Prescriptions for Controlled Substances). If Customer uses the Services for Electronic Prescriptions (excluding prescriptions for controlled substances), the Customer and each Prescribing Provider agrees: (a) to only prescribe on their own behalf and not give away password or credentials to another person to prescribe for them; and (b) to take the same responsibility you would when transmitting paper or phone prescriptions. If an authorized individual is prescribing a prescription on behalf of a Provider (Prescribing Personnel), the Prescribing Personnel is responsible for using their own account accessed using their credentials.  

Electronic Prescriptions in General. If Customer uses the Services for Electronic Prescriptions, Customer agrees to designate at least two (2) individuals to manage access control to the Electronic Prescription Services. The persons designated to manage access control to the Electronic Prescription Services are responsible for (i) verifying necessary information for all Prescribing Providers, and (ii) revoking or disabling a Prescribing Provider’s access when required. One of the designated individuals is the Prescribing Provider for EPCS. 

Consents and Authorizations. Customer and Authorized Users are solely responsible for ensuring that all applicable consents, notices, and authorizations are obtained where required. Customer is also responsible for confirming that the use of the Services in Customer’s location and practice setting is lawful, compliant with institutional policies, and not prohibited by any applicable local, state, or federal laws.

c. Permitted and Prohibited Uses

Customer and Authorized Users agree to use the Services only for their intended purpose. Customer and Authorized Users may not: (i) sell, resell, rent or lease the Services, use the Services beyond their intended operations; (ii) use the Services to store or transmit infringing, unsolicited marketing messages, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights); (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; (v) reverse engineer the Services or remove or modify any proprietary marking or restrictive legends in the Services ; (vi) use the Services in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act, and any spam laws (including obtaining any legally required consents from all third parties (including its patients or customers) to send and receive any text message and/or emails using the Service and honoring any requests revoking such consent or otherwise “opting-out” of receiving any such messages and/or emails); (vii) access the Services to build a competitive product or service, or copy any feature, function or graphic of the Services for competitive purposes; (viii) introduce, post, or upload to the Services any virus, worm, “black door,” Trojan Horse, or similar harmful code; (ix) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Services; or (x) save, store, or archive any portion of the Services (including, without limitation, any data contained therein) outside the Services.

d. Additional Terms

Reminders, Statements, and Other SMS Messages. Customer agrees that by registering for the Services, including any request forms or use of communications features, constitutes a request for RXNT to send email, fax, phone call, or SMS reminders about upcoming appointments, billing statements, multi-factor authentication (MFA), special offers, and upcoming events. RXNT is not responsible for any text messaging or data transmission fees. If Customer provides a cellular phone number, they agree to receive communications from RXNT, and Customer specifically authorizes RXNT to send text messages or calls to such number. Customer represents and warrants that it has the authority to grant such authorization.

Reviews & Opinions. By submitting a review, testimonial, patient testimonial, quote, or any other content (“Content Submission”) to RXNT, Customer grants RXNT a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content Submission in any medium, including but not limited to RXNT social media, rxnt.com, rxnotify.com, and any other RXNT-operated website or landing page. This includes the right to use your name, likeness, testimonials, photos, and logo in connection with the Content Submission for promotional or marketing purposes, without further compensation or notification to Customer. Customer and Authorized Users warrant and represent that (i) they have the necessary rights and permissions to grant RXNT this license, (ii) the Content Submission Customer provides does not infringe upon the rights of any third party, and (iii)  all patient testimonials submitted by Customer or Authorized Users are accurate and have the patient's consent and comply with ethical guidelines of professional medical associations as well as state and local medical and private practice boards and governing bodies.

RXNT does not endorse, validate as accurate, or necessarily agree with any of the reviews, links, and user-generated content from Customer, Authorized Users, or any other user on the Services. RXNT reserves the right to refuse to publish any patient review provided by Customer or Authorized Users.

Advertisements. RXNT reserves the right to place advertisements or messages from third parties in the Services. Such advertisements or messages from third parties may be visible to Authorized Users as well as Customer.

5) OWNERSHIP AND USE OF DATA

Customer Information. Customer retains full ownership of Customer Information. “Customer Information” includes (i) any personal information and data that Customer or Authorized Users submit to the Services, including name, email address, address, and other identifying information; (ii) any clinical information and data that you submit to the Services, including prescription information; and (iii) protected health information (“PHI”). Customer grants RXNT a non-exclusive, royalty-free license to modify, store, transmit, and otherwise use the Customer Information for purposes of RXNT performing under this Agreement. All PHI included in Customer Information will be processed following the Business Associate Agreement attached hereto as Attachment D (“BAA”). If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely for the processing of PHI. By providing Customer Information, Customer and Authorized Users agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement. Customer and Authorized Users represent and warrant to RXNT that (i) any Customer Information submitted to the Services does not violate any copyright, trade secret, privacy or other third-party right; and (ii) it will not submit any Customer Information that is untrue, defamatory, harmful to any person, or violates HIPAA Privacy Rules, State or Federal laws on patient privacy.

De-Identified and Aggregate Data. Under Sections II(b) and (c) of the BAA, RXNT has the right to de-identify all data received or generated under this Agreement in accordance with applicable law. Notwithstanding anything to the contrary herein, we may use Customer Information, as well as any data that we collect in connection with our monitoring of the performance of the Services and use by Customer, including, without limitation, date and time that Customer accesses the Services, the frequency and number of times such pages are accessed, the number of times the Services is used in a given period and other usage and performance data (“Usage Data”) that we may collect, in an anonymous and aggregated form (“Aggregate Data”) to operate, maintain, manage, and improve our products and services including the Services. Aggregate Data does not identify Customer or any individual. Customer hereby agrees that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data. All right, title, and interest in and to the Services, the Aggregate Data, the Usage Data, and the de-identified data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of RXNT.

6) PROPRIETARY RIGHTS

Services may contain all or some of the following material: software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of RXNT (“RXNT Content”). All right, title, and interest in and to the RXNT Content, including all associated intellectual property rights, remain only with RXNT. For the avoidance of doubt, RXNT Content shall not include Customer Information. RXNT Content may be owned by us or by third parties. Unauthorized use of the RXNT Content may violate copyright, trademark, and other laws. Customer has no rights in or to RXNT Content, and Customer will not use RXNT Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. Customer must retain all proprietary notices contained in the original RXNT Content on any copy Customer makes of the RXNT Content. Customer may not sell, transfer, assign, license, sublicense, or modify the RXNT Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the RXNT Content in any way for any public or commercial purpose. The use or posting of the RXNT Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

The trademarks, service marks, and logos of RXNT (the “RXNT Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of RXNT. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks” and, collectively with RXNT Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. None of the RXNT Content may be retransmitted without our express, written consent for every instance.

7) PAYMENT TERMS

a. Access and Future Services

 Certain aspects of the Services may be provided to Customers and Authorized Users at no cost. Please note that if any aspect of Services is provided at no cost, RXNT reserves the right to make those aspects of the existing Services, any updates, upgrades, new versions, or other products that incorporate those services (“Future Services”) available for a fee. Future Services may also be subject to other fees and/or agreements. Customer acknowledges that Customer is responsible for all fees and expenses related to accessing or using the Service, including internet service provider fees.

b. Payment

Customer must pay all fees as specified on any Subscription Summary, and must pay all fees for any additional services utilized, as specified in the Pricing Policy. All fees are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information to RXNT and notifying RXNT of any changes to such information.

c. Credit Card and ACH

Customer must pay all fees (US$) with a credit card or via ACH put on file with RXNT (“Payment Source”). Customer hereby authorizes RXNT to charge such credit card or withdraw from Customer’s bank account via ACH for all purchased Services and related services, any renewals, and applicable monthly associated processing fees. Customer’s Payment Source will be charged immediately upon enrollment for the Services. For each renewal thereafter, Customer’s Payment Source will be charged after email notification by RXNT three (3) days prior to renewal (“Renewal Date”). An invoice and a receipt of payment are both available on the Renewal Date.

d. Taxes

RXNT’s fees do not include any taxes, levies, or other similar governmental assessments (Taxes). Customer is responsible for the payment of all Taxes associated with its purchases under this Agreement. RXNT is solely responsible for taxes assessable against RXNT based on its income, property, and employees.

e. Suspension of Service 

RXNT may suspend or terminate the Services, or both, if Customer has not paid amounts owed to RXNT when due. In advance of any suspension or termination, RXNT will make commercially reasonable efforts to send a minimum 3-day notice of payment default to Customer before suspension or termination (Customer is responsible for updating its contact information with RXNT and notifying RXNT of any changes to such information).

f. Fee Changes

All retail pricing fees may be changed with 30 days’ advance email notice to Customer. Customer is responsible for keeping their updated email address on file with RXNT.

g. Discounts

Discounts may be provided to Customer at the sole discretion of RXNT. All discounts provided by RXNT will be based on the pricing detailed in the Pricing Policy.

h. Postage Fees

Since postage rate increases are publicly announced by the United States Postal Service, RXNT will automatically apply the rate increase to all services impacted by the change without advance notice.

8) REPRESENTATIONS AND WARRANTIES

Customer and Authorized Users represent and warrant that they: (i) have all rights and permissions necessary to provide us with or grant us access to and use of Customer Information, (ii) have obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations including but not limited to, obtaining consents from patients, their parents and/or legal guardians to send and receive text messages using the Services and honoring any requests revoking such consent or otherwise “opting-out” of receiving any such text messages; (iii) will maintain records of such consents for the period required by applicable laws and regulations. Upon our request, Customer shall provide copies of such consents to us.

9) SERVICE LEVEL AGREEMENT/DISCLAIMERS

a. Availability

RXNT will make commercially reasonable efforts to maintain uptime of 99%.

b. Mutual Compliance with Laws

Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this Agreement.

c. NO MEDICAL ADVICE PROVIDED BY RXNT

RXNT and the Services do not provide medical advice, provide medical advice, diagnostic services, or prescribe medication. Any outputs generated by the Service, including summaries, clinical insights, or suggested actions based on patient encounter data, are intended solely for informational support. Clinical decisions remain solely the responsibility of the licensed healthcare professional, who must independently assess and verify all information provided by the Service.

Use of the Services is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. Customer and Authorized Users agree that they are solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Services (including without limitation the patient portal portion of the Services and associated electronic communications consents), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer and Authorized Users’ acts or omissions. Any use or reliance by Customer and Authorized Users upon the Services will not diminish that responsibility. Customer and Authorized Users assume all risks associated with Customer and Authorized Users’ clinical use of the Services for the treatment of patients. Neither RXNT nor its licensors assume any liability or responsibility for damage or injury (including death) to Customer, Authorized Users, a patient, other person, or tangible property arising from any use of the Services.

d. CUSTOMER’S COMPLIANCE WITH MEDICAL RETENTION LAWS AND PATIENT RECORDS ACCESS LAWS

Customer and Authorized Users are responsible for understanding and complying with all state and federal laws related to the retention of medical records, patient access to information, and patient authorization to release data. Customer agrees that it will obtain any necessary patient consent before using the Services (including, without limitation, the patient portal portion of the Services and associated electronic communications consents) and will apply settings to exclude information from availability in the patient portal portion of the Services as necessary to comply with state or federal law.

e. NO LEGAL ADVICE PROVIDED BY RXNT

Customer and Authorized Users are responsible for understanding and ensuring that RXNT Services are used in accordance with all state and federal laws, standards, and policies imposed by government healthcare programs, state departments, state boards, or other applicable state and federal bodies.

10) NO WARRANTIES; DISCLAIMERS

THE SERVICES  ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND RXNT MAKES NO WARRANTIES FOR THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RXNT HEREBY DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE RXNT TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, RXNT DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. RXNT DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER OR AUTHORIZED USERS.

YOU UNDERSTAND AND AGREE THAT THE OUTPUTS GENERATED BY THE SERVICE ARE INTENDED TO SUPPORT—BUT NOT REPLACE—CLINICAL JUDGMENT, AND SHOULD BE REVIEWED AND VALIDATED BY A QUALIFIED HEALTHCARE PROFESSIONAL BEFORE INCLUSION IN THE MEDICAL RECORD. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF THE SERVICE; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR THE OUTPUT OF THE SERVICE. ANY DECISION, ACT, OR OMISSION OF YOURS THAT IS BASED ON THE SERVICE OR OUTPUT OF THE SERVICE IS AT YOUR OWN AND SOLE RISK. THE SERVICE AND THE OUTPUT ARE PROVIDED AS A CONVENIENCE ONLY AND DO NOT REPLACE THE NEED TO REVIEW THE OUTPUT ACCURACY, COMPLETENESS, AND CORRECTNESS.

11) ARTIFICIAL INTELLIGENCE FEATURES

RXNT utilizes artificial intelligence features internally to provide Customer and Authorized Users support and to support business operations (AI). In addition, our Services incorporate features that generate content using artificial intelligence (AI-Feature Content).  Customer and Authorized Users acknowledge and agree that:

• AI and AI-Feature Content do not replace the clinical judgment, expertise, or experience of Customer or Authorized Users. AI and AI-Feature Content are not a source of medical advice.
• AI does not replace business judgment, expertise, or experience of Customer or Authorized Users. Customer and Authorized Users will not rely on AI or AI-Feature Content. 
• AI and AI-Feature Content cannot guarantee specific outcomes or results. Even with accurate and complete data, the results generated may not always be correct due to inherent limitations or potential for hallucinations. Inaccurate or incomplete data further increases the risk of misleading or unreliable output. RXNT is not responsible for the accuracy of the outputs or use of source attribute information, including that which may be modified by the Customer or Authorized Users.
• Customer and Authorized Users are solely responsible for evaluating the AI and AI-Feature Content and making final decisions regarding patient care. RXNT shall not be liable for any damages, losses, or liabilities arising from the use or misuse of AI or AI-Feature Content.
• Customer and Authorized Users are solely responsible for obtaining all required express consents before utilizing AI, artificial intelligence features, and AI-Feature Content.

By using AI-Feature Content, Customer and Authorized Users acknowledge that they have read and agree to these terms. Customer and Authorized Users further acknowledge that they accept the risks associated with AI-Feature Content and the artificial intelligence features. 

RXNT shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damage or injury (including death) to Customer, Authorized Users, a patient, other person, or tangible property arising from use of the feature or use or reliance upon the AI or AI-Feature Content.

12) MUTUAL CONFIDENTIALITY

Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). RXNT's Confidential Information includes, without limitation, the non-public portions of the Services, software, programming, code, and documentation, and other written materials pertaining thereto, methodologies, processes, inventions, business strategies, client lists, derivatives, and information regarding product development. Confidential Information shall remain at all times the property of Discloser. Confidential Information excludes information that: is or becomes generally known to the public without breach of any obligation owed to Discloser; was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; is received from a third party without breach of any obligation owed to Discloser; or was independently developed by the Recipient without use or access to the Confidential Information.

Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors, and clients (as the case may be) who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement. The Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. In addition, each Party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers, and lenders and their respective legal and financial advisors in connection with due diligence activities.

13) AMA AND ADA CONTENT

AMA Content. The AMA Content is licensed to Customer as follows: RXNT grants Customer a non-exclusive license for the duration of the Services to use such materials for Customer’s internal use solely with the Services, with the right to make additional copies of the material for such duration and purpose (Licensed Documentation). AMA Content means the coding work of nomenclature and codes for reporting of healthcare services from the print publication Current Procedural Terminology, Fourth Edition, and the data file of Current Procedural Terminology (CPT) published by the American Medical Association in the English language as used in the United States. AMA Restrictions: Customer may not use outside the United States, publish, distribute, or create any derivative work (including without limitation translation), transfer, sell, lease, license or otherwise make available the AMA Content, or a portion or copy of such content, except as expressly provided in this Agreement. This sublicense is limited to one user for each active provider associated with Customer’s account. Customer is responsible for seeking additional user licenses directly from the American Medical Association if it requires more than one user license per active provider. CPT is a copyright and a registered trademark of the American Medical Association.

ADA Content. The CDT is licensed to Customer as follows: RXNT grants Customer a non-exclusive, non-transferable right to use the CDT for Customer’s internal use solely with the Services (Licensed Documentation). The CDT means the textual, graphic, and other editorial content included in the ADA developed publications titled CDT 2021: Current Dental Terminology (“CDT”) and all Updates as defined herein. The CDT content includes, but is not limited to, the Code on Dental Procedures and Nomenclature, a glossary, the ADA dental claim form, and other dental information. This License grants End-User the right: (a) to install and use the CDT on End User’s computer system; (b) to retrieve CDT codes, descriptors and nomenclature via commands contained in the Bundled Products for the exclusive use of End User its employees; (c) to reproduce and distribute partial listings of the CDT codes, nomenclature and descriptors in various printed and electronic documents for purposes of claims processing, billing and patient treatment, via commands contained in the Bundled Product; (d) to print limited portions of the CDT solely for the exclusive use of End User; and (e) to print a complete listing of the CDT codes, nomenclature and descriptors solely for the exclusive use of Customer. ADA Restrictions: Customer may not and may not permit anyone else to (a) copy the CDT; (b) alter, amend, change or modify the CDT, including the CDT codes, nomenclature and descriptors or other content of the CDT; (c) remove any copyright or other proprietary notices, labels or marks from the CDT or from output created by using the Services; (d) distribute, sell, assign, lease or otherwise transfer the CDT, including any portion thereof, in any printed, machine-readable or other form to any other person, firm or entity; or (e) use the CDT, whether on a time-sharing, remote job entry or other multiple user arrangement. Customer shall take reasonable measures to maintain the security of the CDT. These restrictions shall not limit Customer’s right to add additional content to the Services, provided that Customer does not alter, amend, change, or modify the CDT and does not claim or otherwise imply that the additional content is owned, created, approved, or endorsed by ADA. Customer acquires no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to End User herein, this Agreement, all other rights in the CDT are owned and retained by ADA. EXCEPT AS EXPRESSLY STATED HEREIN, THE CDT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER BEARS ALL RISK RELATING TO QUALITY, ACCURACY, AND PERFORMANCE OF THE CDT.

Provisions Relating to Intelligent Medical Objects, Inc. (“IMO”). RXNT’s license agreement with IMO requires that certain provisions (IMO Provisions outlined in Attachment C) be included in this Agreement with respect to the use by Customer and Customer’s end users of Services in which IMO’s intellectual property is embedded. The parties to this Agreement further acknowledge and agree that the IMO Provisions may be modified from time to time by IMO and that any such modifications shall be binding upon the parties hereto.

14) LIMITS ON LIABILITY

Consequential Damages. EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR INTENTIONALLY HARMFUL ACTS, IN NO EVENT WILL RXNT BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RXNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limit. RXNT’s TOTAL LIABILITY FOR THE CUMULATIVE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO RXNT BY LICENSEE DURING THE TWELVE (12) MONTH PERIOD BEFORE THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY.  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  Customer acknowledges and understands that the disclaimers and limitations of liability outlined in this Agreement form an essential basis of the contract between the Parties and were a fundamental inducement to RXNT to enter into this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

15) TERM, TERMINATION, AND RETURN OF DATA

a. Term

The applicable Services will continue for the duration of one (1) year and will be automatically extended for additional consecutive terms unless either party provides written notice of termination of no less than sixty (60) days prior to extension. This Agreement continues until all the Services are terminated.

b. Termination for Material Breach

Either party may terminate this Agreement and the applicable Subscription Summary if the other party materially breaches any term of the Agreement or the Subscription Summary and does not cure the breach within thirty (30) days of written receipt of notice of breach. Additional terms are in the Term, Termination, and Return of Data Policy FAQ page.

c. Return of Data

RXNT will have no obligation to provide Customer Information to Customer upon termination of this Agreement. It is the sole responsibility of Customer to export Customer Information and data before termination of this Agreement or the associated Subscription Summary. Notwithstanding the foregoing, RXNT may retain Customer Information for 60 days from such termination, and RXNT may provide Customer access to such information upon Customer’s request. For additional information, please see the Return of Data Policy FAQ (Attachment G).

d. Customer Actions upon Termination

Upon termination, Customer must pay any unpaid fees and destroy all RXNT property in Customer’s possession. Customer, upon RXNT’s request, will confirm in writing that it has complied with this requirement.

e. Suspension or Termination of Service for Violation of Law or the Agreement

RXNT may immediately suspend or terminate, with or without notice, the Services and remove applicable Customer Information if it, in good faith, believes that, as part of using the Services, Customer or its Authorized Users may have violated a law or any term of this Agreement. 

f. Modifications to Services. RXNT reserves the right to change the availability of any feature, function, or content relating to the Services at any time, without notice or liability to Customer.

16) INDEMNITY

Customer’s Indemnification Obligations. To the extent allowed by applicable law, Customer must indemnify, defend, and hold harmless RXNT against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

• Customer or Authorized Users’ use of the Services,
• Customer or Authorized Users’ breach of any term in this Agreement,
• any unauthorized use, access, or distribution of the Services by Customer or Authorized Users,
• Customer or Authorized Users’ breach of any third party’s patent, trademark, copyright, trade secret, or other intellectual property rights, or
• violation of any individual’s privacy rights related to information submitted under Customer or Authorized Users’ account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account, by Customer, or by Authorized Users.

RXNT’s Indemnification Obligations. To the extent allowed by applicable law, RXNT must indemnify, defend, and hold harmless Customer against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to allegations that Customer’s use of the Services in accordance with these terms infringes or misappropriates such third party’s patent, trademark, copyright, trade secret or other intellectual property rights. The foregoing obligation does not apply to the extent that such infringement or appropriation arises from: (a) Customer Information or Customer Content; (b) access to or use of the Services in combination with any hardware, system, software, network, or other materials not provided by RXNT or specified for Customer’s use; or (c) modification of the Services other than by or on behalf of RXNT.

Indemnification Procedures. The party seeking indemnification (“Indemnitee” ) shall: (a) promptly notify the indemnifying party (“Indemnitor”) in writing of any such claim, (b) give sole control of the defense and settlement of any such claim to Indemnitor (provided that Indemnitor may not settle any claim in a manner that adversely affects Indemnitee’s rights, imposes any obligation or liability on Indemnitee or admits liability or wrongdoing on the part of Indemnitee without Indemnitee’s prior written consent), and (c) provide all information and assistance reasonably requested by Indemnitor, at Indemnitor’s expense, in defending or settling such claim. Indemnitee may join in defense with counsel of its choice at Indemnitee’s own expense.

17) GOVERNING LAW

a. Governing Law

This Agreement is governed by the laws of the State of Maryland (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement.

b. Consent to Jurisdiction

Customer consents to the personal jurisdiction of and service of process in any federal or state court sitting in the State of Maryland.

c. Equitable Relief

Notwithstanding another provision of this Agreement, RXNT may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this Agreement.

d. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS, OR REPRESENTATIVE PROCEEDING.

18) OTHER TERMS

a. No Solicit or Hire Clause

Customer acknowledges that RXNT invests considerable time and expense in the training of its employees and independent subcontractors in the services to be provided under this Agreement. Customer agrees that for the full term of this Agreement, and 1 year after its termination, Customer will not solicit or employ in any capacity, whether as a direct employee or independent contractor providing similar services to Customer as RXNT, any person employed by RXNT at any time during the term of this Agreement whose duties involve providing the Services, whether for Customer or other RXNT customers.

b. Consent to Electronic Notice, Communications, and Transactions

By using the Services, Customer agrees to conduct business electronically and acknowledges that Customer has read the Customer Disclosures: Electronic Business Transactions, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures, located at https://www.rxnt.com/customer-disclosures/. 

For purposes of messages and notices about the Services (including, without limitation, collections and payments issues), RXNT may send email notices to the email address associated with Customer's account or provide in-service notifications.  For certain notices (e.g., notices regarding termination or material breaches), RXNT may send notices to the postal address provided by Customer. RXNT has no liability associated with Customer's failure to maintain accurate contact information within the Services or its failure to review any emails or in-service notices. Customer will have the ability to enter into agreements, authorizations, consents, and applications; make referrals; order lab tests; prescribe medications; or engage in other transactions electronically. CUSTOMER AGREES THAT ITS ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE ITS AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. Customer represents and warrants that it has the authority to take such actions.

c. Entire Agreement and Changes

This Agreement and the Subscription Summary constitute the entire agreement between the parties and supersede all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless signed by both parties. Notwithstanding the foregoing, RXNT may modify this Agreement by posting modified Terms of Service on the RXNT website. Changes will always prevail from the date of publication at the website www.RXNT.com/customer-agreement. RXNT will make commercially reasonable efforts to provide thirty (30) days’ notice of changes to this Agreement. To receive notices, Customer must subscribe using the “Subscribe to Updates” button on that website. Customer agrees that by continuing to use the Services after posting of the modified Terms of Service, Customer agrees to be bound by the changes.

d. Feedback

If Customer or Authorized Users provide feedback or suggestions about the Services, then RXNT (and those it allows to use its technology) may use such information without obligation, compensation, or notification to Customer or Authorized Users.

e. Beta Features

If Customer or Authorized Users are invited to access any beta features of the Services or a Customer or Authorized Users accesses any beta features of the Services, Customer and Authorized Users acknowledge that: (a) such features have not been made commercially available by RXNT; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) RXNT is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Services. These beta features are provided AS IS, with all faults. Customer and Authorized Users assume all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s or Authorized Users’ computer system or the corruption or loss of data.

f. No Assignment

Neither party may assign or transfer this Agreement or the Subscription Summary to a third party, except that this Agreement may be assigned (without the consent) as part of a merger, or sale of all or substantially all of the business or assets of a party.

g. Electronic Notice

For purposes of messages and notices about the Services (including, without limitation, collections and payments issues), RXNT may send email notices to the email addresses associated with Customer's account or provide in-service notifications. For certain notices (e.g., notices regarding termination or material breaches), RXNT may send notices to the postal address provided by Customer. RXNT has no liability associated with Customer's failure to maintain accurate contact information within the Services or its failure to review any emails or in-service notices.

h. Independent Contractors and Enforceability

The parties are independent contractors with respect to each other. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect.

i. No Additional Terms

RXNT rejects additional or conflicting terms of a form-purchasing document. If there is an inconsistency between this Agreement and the Subscription Summary, the Subscription Summary prevails.

j. Survival of Terms

All terms survive termination of this Agreement that by their nature survive for a party to assert its rights and receive the protections of this Agreement. The Convention on Contracts for the International Sale of Goods does not apply.

k. Customer Name

RXNT may use Customer's and Authorized User’s name and logo in customer lists and related promotional materials describing Customer as a customer of RXNT, which use must be in accordance with Customer’s trademark guidelines and policies, if any, provided to RXNT.