Products & Services Description
Last Updated: September 16, 2024
You may purchase one or more of the following products or services. Upon purchase, the following additional terms and conditions apply.
Capitalized terms used but not defined in this Products and Services Description have the respective meanings ascribed to such terms in the Terms of Service available at lumistry.com/client/terms.
Educational Content (Including Paperless Patient Education)
We grant you a non-exclusive, non-transferable license to use content identified in the Service Order or as made available through our Services for the purpose of providing medication education at the locations and for the use cases identified and specified in the Service Order. You may use the products at your location that has purchased the Services (the “Participating Pharmacy”) only. Sharing or posting of the URL outside of the licensed location or on a publicly accessible website on the internet, or embedding, “framing” or “mirroring” the URL in a mobile application or other third party software, is not allowed.
Your Responsibilities and Grant of Rights Regarding Your Data
You may, at any time designate any of your employees or contractors or any of your Participating Pharmacies’ employees or contractors as Authorized Users, provided that you pay the Fees for each such Participating Pharmacy. You agree that all Authorized Users shall be subject to all of the terms, conditions, and restrictions provided by this Agreement, and you will be responsible for ensuring your Participating Pharmacies and all Authorized Users comply with all such terms, conditions and restrictions.
When using the Service, you shall: (i) provide, at your sole cost and expense, all services, hardware, software, and other technology (including Internet access service) necessary to access the Service and the Content and you shall be solely responsible for installing, maintaining, securing, and supporting all such technology as provided in more detail in the Service Order; (ii) abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with your and your Authorized Users’ use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data; (iii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Authorized Users; (iv) promptly report to us any errors or irregularities in the performance of the Service and shall provide: (a) support sufficient for us to duplicate such failure; and (b) sufficient test time within which we shall use our commercially reasonable efforts to correct such failure; (v) not cause a breach of any agreements between us and any third parties, or unreasonably interfere with either our relationship with any of our third-party service providers or our other clients’ use of the Service; (vi) perform your obligations hereunder and ensure that your use of the Service shall comply with any and all applicable laws, rules, and regulations, including, but not limited to, HIPAA; and (vii) assume full responsibility for all risk associated with your use of the Service, including, but not limited to, any financial obligations arising with respect to third parties (including end users) resulting from your use of the Service or the Content.
Managed Firewall Service
We configure and manage firewalls to help protect your system and your customers’ data.
Your Responsibilities
You agree to provide your hardware credentials to enable us to provide the managed firewall services. Upon termination of any managed firewall services, we will return your hardware credentials. Effective upon termination, you are responsible for managing your firewalls.
Disclaimer
All managed firewall services are provided on an efforts basis. We are not responsible for any errors, mistakes or failures of the firewalls. YOUR USE OF THE MANAGED FIREWALL SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE MANAGED FIREWALL SERVICE IS ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED.
Territory
The managed firewall service is intended for use only within the United States and its territories. The managed firewall service may not be available for use outside the United States and its territories.
Lumistry Platform
License Grant and Restrictions
We grant you a non-exclusive, non-transferable, worldwide right to use and grant access to your customers to one or more of the website, web application and mobile applications (collectively, the “App”) as more particularly identified on the applicable Service Order and the Content provided through the App, subject to the terms and conditions of this Agreement.
Your Responsibilities
If you are deploying a mobile application, you are required to sign up for an Apple Developer account (or equivalent account for other mobile app stores) and delegate us rights to publish the App on your behalf.
You must adopt terms of use and a privacy policy that apply to use of the App. Before providing access to the App to your customers as and when permitted by this Agreement, you must require each customer to accept and be bound by a license agreement or terms of use which incorporate terms relating to the App that are consistent with and no less restrictive than those usage rights and restrictions for the App set forth in this Agreement. You agree that the terms of such license agreement or terms of use will be at least as protective of our rights and the App as the terms of this Agreement and will permit us to suspend or remove access to the App upon termination or expiration of this Agreement. You will remain ultimately responsible for the acts and omissions of your customers with respect to the App.
YOU ARE SOLELY RESPONSIBLE FOR ADOPTING AND IMPLEMENTING ALL TERMS AND CONDITIONS AND PRIVACY POLICY ON THE APP. We may, but are not required to, provide template terms and conditions or a template privacy policy for use on the App (“Templates”). We do not represent or warrant that any such Templates will be legally adequate or suitable for your requirements. We do not practice law or provide legal advice. You should consult with your attorneys before you deploy any Templates on the App. If you choose to deploy a Template on the App, you bear responsibility for all associated content and legal risk.
Website
If you are deploying a website, the terms listed below under the heading “Website” apply.
Digital Marketing
Services Provided
We will work with you to develop marketing strategies, create marketing content, and manage and create posts on your social media accounts. We will post marketing content on your behalf across various social media platforms. By executing a Service Order for Digital Marketing Services, you hereby appoint us as your agent to post marketing content on social media platforms on your behalf.
Compliance with Social Media Platform Rules
You acknowledge that each social media platform has its own terms of service, community guidelines, and posting restrictions (“Social Media Platform Rules”).
Your use of social media platforms (including, for the avoidance of doubt, by using our Services to post marketing content on your behalf) is at your own risk and subject to all applicable Social Media Platform Rules.
We will make reasonable efforts to notify you if we reasonably believe that any posts do not adhere to the Social Media Platform Rules. Notwithstanding the foregoing, you are solely responsible for understanding and complying with all applicable Social Media Platform Rules. You shall comply with all applicable Social Media Platform Rules and indemnify and hold us harmless against any claims, actions, proceedings, losses and damages, including but not limited to reasonable attorneys’ fees, arising out of or in connection with any actions or in actions taken by you or your Authorized Users that constitute a failure to comply with the Social Media Platform Rules.
Content Restrictions
You agree not to request the posting of any marketing content that is illegal, offensive, defamatory, infringing on intellectual property rights, or otherwise violates Social Media Platform Rules.
We reserve the right to refuse to post any marketing content that we believe may violate Social Media Platform Rules or is otherwise inappropriate.
Account Management and Security
You will provide us with necessary access to your social media accounts to perform the Services.
You are responsible for maintaining the confidentiality and security of your account login information.
We will not be liable for any loss or damage arising from unauthorized access to your accounts resulting from your failure to secure your login information.
Intellectual Property
You retain ownership of all documents, information, materials and other content that you provide to us to post on your social media accounts.
By providing documents, information, materials and other content to us, you grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and publish the foregoing solely for the purpose of providing the Services.
Termination
Upon termination, we will cease all posting activities on your behalf and return any materials provided by you.
Display Advertising
Services Provided
We will manage and execute display advertising campaigns on your behalf across various digital platforms.
We will collaborate with you to develop advertising strategies, create ad content, and manage your display advertising campaigns.
By executing a Service Order for Display Advertising Services, you hereby appoint us as your agent to post ad content on advertising platforms on your behalf.
Compliance with Platform Posting Restrictions
You acknowledge that each advertising platform has its own terms of service, advertising policies, and posting restrictions (“Ad Platform Rules”).
Your use of advertising platforms (including, for the avoidance of doubt, by using our Services to post ad content on your behalf) is at your own risk and subject to all applicable Ad Platform Rules.
We will make reasonable efforts to notify you if we reasonably believe that any posts do not adhere to the Ad Platform Rules. Notwithstanding the foregoing, you are solely responsible for understanding and complying with all applicable Ad Platform Rules. You shall comply with all applicable Ad Platform Rules and indemnify and hold us harmless against any claims, actions, proceedings, losses and damages, including but not limited to reasonable attorneys’ fees, arising out of or in connection with any actions or in actions taken by you or your Authorized Users that constitute a failure to comply with the Ad Platform Rules.
Fees and Payment
Set-Up Fees: An initial set-up fee will be charged for the creation and configuration of your advertising campaigns. This one-time fee will be detailed on your Service Order.
Management Costs: Ongoing management fees will be charged for the maintenance and optimization of your advertising campaigns. These costs will be detailed on your Service Order and may vary based on the scope of the Services provided.
Advertising Spend: You are responsible for determining the costs associated with the advertising spend on each platform. Each platform has different rules for daily/monthly buy-ins that can fluctuate and are subject to the minimum limits and other spending rules specified on your Service Order and other documents that we provide to you from time to time.
Payment Terms: All fees and costs are payable as specified in your Service Order. Late payments will result in an immediate suspension of your active campaign and any future campaigns until your account is paid in full.
Content Restrictions
You agree not to request the creation or posting of any ad content that is illegal, offensive, defamatory, infringing on intellectual property rights, or otherwise violates Ad Platform Rules.
We reserve the right to refuse to create or post any ad content that we believe may violate Ad Platform Rules or is otherwise inappropriate.
Account Management and Security
You will provide us with necessary access to your advertising accounts to perform the Services.
You are responsible for maintaining the confidentiality and security of your account login information.
We will not be liable for any loss or damage arising from unauthorized access to your accounts resulting from your failure to secure your login information.
Reporting and Performance
We will provide regular reports on the performance of your advertising campaigns.
While we will make reasonable efforts to achieve the desired outcomes, we do not guarantee specific results or performance levels from your advertising campaigns.
Termination
Upon termination, we will cease all advertising activities on your behalf and return any materials provided by you.
Website
Services Provided
We will design, develop, and launch a website on your behalf based on your requirements and specifications.
We will collaborate with you to create content, design elements, and functionality for your website.
Fees and Payment
Management Costs: Ongoing management and maintenance fees will be charged for updates, hosting, and other related services. These costs will be detailed on your Service Order and may vary based on the scope of the Services provided defined by package choice.
Additional Expenses: Any additional expenses such as domain registration, domain based email purchases, third-party plugins, add-ons, outside forms, or software will be billed separately and detailed on your Service Order.
Project Scope and Changes
The scope of the project, including design specifications, functionality, and deliverables, will be outlined in your welcome call and with your onboarding team.
Any changes to the project scope may result in extended timelines. Such changes must be agreed upon in writing by both parties via email.
Content and Intellectual Property
You are encouraged to provide content, images, and other materials necessary for the development of your website unless otherwise agreed upon. If you choose to have us provide content, images and other materials, we may do so upon request. We reserve the right to refuse to post any content on the website that we believe violates any third party’s intellectual property or privacy rights or is otherwise offensive, defamatory, or inappropriate.
You retain ownership of all content and materials provided by you and your Authorized Users to us for the development of or to be posted on your website (“Customer Materials”).
By providing Customer Materials to us, you grant Lumistry a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and publish the Customer Materials solely for the purpose of providing the Services.
Excluding any Customer Materials, all intellectual property rights related to the design and development of the website, such as any custom code, content, or graphics provided or created by us or otherwise displayed on your website, will remain our property, including, without limitation, (1) any content, such as text, graphics, and custom code, created by us specifically for your website is (collectively, “Lumistry Website Materials”), and (2) website layout, templates, page structure, and standard content, including text, graphics, and code.
Management and Maintenance
We offer ongoing management and maintenance services for your website as specified in your Service Order.
These services may include regular updates, security monitoring, and technical support.
Termination
Upon termination, we will cease all work on your website and, upon written request, provide you with a copy of the Customer Materials and a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and publish the Lumistry Website Materials, provided however that we retain ownership and intellectual property rights to the Lumistry Website Materials.
