These Terms include not only the following Terms and Conditions of Service, but also incorporate by reference all policies, guidelines, special or supplement terms and conditions of use or service posted by us on through the Platform from time to time and as such may be amended, modified, supplement or restated by SMP from time to time.  Our Privacy Policy available at https://smppharmacy.com/legal/#privacy (“Privacy Policy”) informs you of SMP’s collection and use of your information, including your Personal Information as defined in the Privacy Policy, in relation to your use of our Platform and/or other related products or services we may make available to you via or in relation to your use of the Platform.  Our HIPAA Notice available at https://smppharmacy.com/legal/#HIPAA (“HIPAA Notice”)  informs you of SMP’s collection and use of Protected Health Information as defined in the HIPAA Notice, in relation to your use of our Platform and/or other related products or services we may make available to you via or in relation to your use of the Platform.

By using or accessing the Platform, you acknowledge and agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not you become a registered user of the Platform. These Terms govern your access to and use of the Platform and constitute a binding legal agreement between you and SMP.

By accessing, browsing, submitting any information, to or through, or otherwise in any manner using the Platform, and linking to these Terms or by accessing, submitting any information to or through, or otherwise in any manner using any service offered on or though this Platform, You acknowledge that you have read and understand, and agree to be bound by and to comply with all of these Terms.  If you do not agree to all of these Terms without any modification by you, you are not authorized to and must not access or use this Platform or any feature, functionality or service offered on or though this Platform.

Any person who accesses this Platform but does not successfully register to become an SMP User is referred to in these Terms as a “Visitor.” Persons who access this Platform and successfully register to become an SMP User are referred to as a User, Provider, and/or Customer as the case may be. Visitors and Users are also referred to in these Terms as “You”, “you”, “Your”, or “your.”  If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

1. Definitions

The following terms used in these Terms with their initial letters capitalized, and those terms defined in the introductory paragraphs or elsewhere in these Terms, throughout these Terms have the meanings provided.  Defined terms may be used in the singular, the plural or possessive form as the context requires.  Additionally, these Terms incorporate by reference those terms and phrases as defined in our Privacy Policy.

1. “Account” means with respect to Users, the account created by us or the User on or through the Platform for a User’s use in connection with the SMP Services.
2. “Customer” means a User that accesses and uses the Platform to manage their medical prescriptions and, if applicable, interact with a Provider and/or receive prescription-related services from SMP.
3. “SMP Content” means all Content that SMP makes available through the Platform including any Content licensed from a third party, but excluding User Content.
4. “SMP Software” means any software, html or other code, at any time or from time to time, in whole or in part, comprising the Platform or utilized by SMP through the Platform.
5. “SMP”, “we”, “us”, or “our,” shall refer to SMP Pharmacy Solutions, LLC.
6. “Collective Content” means SMP Content and User Content.
7. “Content” means any text, graphics, images, music, software (excluding any SMP Software), audio, video, information or other electronically stored data.
8. “Governmental Authority” means any domestic or foreign, federal, state, local, provincial, county, or municipal or supra national government or political subdivision thereof, or any agency, instrumentality, subdivision, court, tribunal, commission or other authority of such government or political subdivision, or any self-regulated, private, non-governmental or quasi-governmental organization, body or authority (to the extent that the rules, regulations or orders thereof have the force of Law).
9. “Intellectual Property Rights” means, with respect to any thing, material or work (hereinafter, a “Work”): (a) any and all worldwide copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights and legal protections in and to such Work including but not limited to all rights under treaties and conventions and applications related to any of the foregoing; (b) all patents, patent applications, registrations and rights to make applications and registrations for the foregoing; (c) all goodwill associated with the foregoing; (d) all renewals, extensions, reversions or restorations of all such rights; (e) all works based upon, derived from, or incorporating the Work; (f) all income, royalties, claims, and payments now or hereafter due or payable with respect thereto; (g) all causes of action, either in law or in equity for past, present or future infringement based on the Work; (h) all rights corresponding to each of the foregoing throughout the world; and (i) all the rights embraced or embodied therein, including but not limited to, the right to duplicate, reproduce, copy, distribute, publicly perform, display, license, adapt, prepare derivative works from the Work, together with all physical or tangible embodiments of the Work.
10. “Law” or “Laws” means, as amended from time to time, any domestic or foreign federal, state, local, provincial, county or municipal or supra national Law (including common law), rule, regulation, statute, treaty, constitution, ordinance, decree, code, proclamation, policy, procedure, guideline, standard, order, judgment, or other legally enforceable requirement enacted, issued, adopted, promulgated, enforced, ordered or applied by any governmental authority.
11. “Platform” has the meaning ascribed to it in the second paragraph of these Terms, above.
12. “Provider” means a healthcare provider that has provided certain information related to Customer’s medical prescriptions. Provider may from time-to-time be a User that accesses and uses the Platform to interact with SMP and/or Customer through the Platform.
13. “Services” means collectively all services SMP offers through the Platform to Users and visitors, including User Feature, SMP Content, and SMP Software, among others.
14. “Site” means the website located at www.smppharmacy.com or its sub-domains.
15. “User Content” means all Content that a User provides, posts, uploads, publishes, submits, transmits, or makes available on the Platform, including but not limited to all such Content provided for purposes of establishing, initializing, modify, or creating an Account.
16. “User Feature” means any feature or functionality of the Platform which SMP may designate from time to time for use by SMP Users for or in connection with the SMP Services.
17. “User” means a person who completes the Account registration process as described under the “Account Registration” section below and whose Account remains in good standing and has not otherwise been restricted or terminated by SMP.

1. Acknowledgements and Disclaimers
2. Explanation of Services and Acknowledgements

SMP MAKES AVAILABLE THE PLATFORM WHICH PROVIDES CERTAIN LIMITED SERVICES RELATED TO MEDICAL PRESCRIPTIONS.  SMP IS NOT ACTING AS A MEDICAL PROVIDER AND DOES NOT PROVIDE MEDICAL OR HEALTHCARE ADVICE THROUGH THE PLATFORM, AND SMP DOES NOT ENDORSE OR OTHERWISE RECOMMEND TO ANY CUSTOMER ANY HEALTHCARE PROVIDER. USE OF THE SERVICES DOES NOT MEAN THAT SMP HAS IN ANYWAY CONDUCTED ANY DUE DILIGENCE OR OTHER INVESTIGATION REGARDING ANY HEALTHCARE PROVIDER.  UNLESS EXPLICITLY SPECIFIED OTHERWISE IN THE PLATFORM AND SET FORTH IN THESE TERMS OF SERVICE, SMP’S RESPONSIBILITIES ARE LIMITED TO FACILITATING THE AVAILABILITY OF THE PLATFORM.

AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT SMP PROVIDES NEITHER ANY MEDICAL SERVICES NOR MEDICAL ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR ENDORSEMENTS REGARDING ANY MEDICAL SERVICES OR ADVICE THAT YOU MAY OBTAIN THROUGH THE SITE AND/OR THE SERVICES. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SITE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.

NO HEALTH CARE PROVIDER/ PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES. SMP IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, SITE, PRODUCT, OR SERVICE THAT YOU PURCHASE OR ACCESS THROUGH THE SITE.  YOU ACKNOWLEDGE THAT FOR ANY ADVICE OR QUESTIONS RELATED TO MEDICATION, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER.  YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT SMP IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND CUSTOMERS

1. Disclaimers

NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY ASPECT OF THE PLATFORM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.  WE DO NOT WARRANT THAT THE PLATFORM WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, THAT ANY CONTENT, FILES, DATA OR OTHER MATERIALS (INCLUDING BUT NOT LIMITED TO ANY MEMBER CONTENT) UPLOADED TO, DOWNLOADED FROM, OR STORED BY OR WITHIN THE PLATFORM WILL BE TIMELY, CURRENT OR SECURE, OR WILL NOT BE LOST, CORRUPTED OR OTHERWISE DAMAGED OR IMPAIRED, OR THAT WE WILL BE ABLE TO PREVENT DISRUPTION OF OR TO ANY OF THE PLATFORM OR THAT WE WILL CORRECT ANY DEFECTS.

Although we take reasonable steps to prevent the introduction of viruses, worms, Trojans or other malicious software (“malware”) or other destructive materials to the Services, SMP does not guarantee or warrant that the Services or materials that may be downloaded from the Services do not contain such contaminating or destructive properties.

IN NO EVENT WILL SMP BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF SMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMITTED BY LAW.

• Modification of Platform or Terms

SMP reserves the right, at its sole discretion, to modify the Platform or to modify these Terms at any time and without prior notice, and without penalty. If we modify these Terms – which may include updating, revising, amending, supplementing, restating, or terminating these Terms – we will either post the modification on the Platform or otherwise provide you with notice of the modification. Please also refer to the “Last Updated” date indicated at the beginning of these Terms.  Through continued access or use of the Platform after SMP has posted a modification thereon or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must discontinue use of the Platform.

1. User Eligibility 

The use of this Platform is intended for persons who are 18 years of age or older. Any access to or use of any User Features, or the Platform by anyone under 18 is prohibited. By registering on the Platform as a User, or accessing or utilizing any User Features on or through the Platform you represent and warrant that you are 18 years of age or older.  Persons under the age of 18 may not avail themselves to any of the SMP Services, unless accompanied by an eligible User over the age of 18.  In any event, by becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by all of these Terms.  Without limiting the foregoing, the use of the Platform is not available to Users or any other person or entity who or which do not have a valid Account or who or which have had their Account temporarily or permanently deactivated.

1. Accounts
2. Registration, Profile, and User Content

In order to become a User and to access User Features or utilize or enjoy Services via the Platform you must register to create an Account.  You may register directly via the Platform or as described in this Section.

As a User, your Account and your Account profile page will be created based upon the User Content you provide to us.  In some instances, SMP will provide you, either in person or by electronic means, information necessary to establish your Account.  Any information that you provide, publish or post to or through the Platform (including any profile information you provide) or send to other Users or Visitors (including via any feedback, text, any email feature, or through any SMP-related Facebook, Twitter or other social media posting) will be considered User Content. You consent to us using your User Content to create an Account that will allow you to utilize features of the Platform reserved for our Users.

As a User, you are solely responsible for your User Content and your interactions with other members of the public, including Users.  You agree to provide and maintain accurate, current and complete information and that SMP and visitors to the Platform may rely on your User Content as accurate, current and complete.

As a User, you are the sole authorized user of your Account, and are responsible for maintaining the confidentiality of any password provided by you or SMP for accessing User Features. You are solely and fully responsible for all activities that occur under your Account (even if that content or activity occurs from other individuals who have accessed the Platforms and other Services through your account), and SMP expressly disclaims any liability arising from the unauthorized access or use of your Account. If at any time you suspect that any unauthorized party may be using your Account or you suspect any other breach of security, you agree to notify us immediately.

In some cases, SMP utilizes third party user account management providers, (such as Salesforce), to manage your Account. If you are directed to any such SMP third party account management provider you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.

1. Limitation, Suspension, Termination, and Cancellation of Accounts

As a User, you may not have more than one (1) Account with SMP at any given time.  You must (and you agree to) provide accurate, current and complete information as requested or prompted during or in connection with the Account registration process, and to promptly update such information to keep it accurate, current and complete. SMP reserves the right to suspend, restrict, or terminate your Account and your access to the User Features if you provide any false or misleading information, or otherwise violate any of these Terms. You are responsible for safeguarding your password and agree not to disclose your password to any third party.  You have sole responsibility for any activities or actions conducted under your Account, whether or not you have authorized such activities or actions. You are obligated to immediately notify SMP of any unauthorized use of your Account.

SMP may, in our sole discretion and without thereby incurring any liability to you or otherwise, with or without cause, with or without prior notice and at any time, limit, suspend, deactivate or cancel your Account and/or deny you access to the User Features or other Services.  If we exercise our discretion under these Terms to do so, any or all of the following may occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the User Features or your Account; and (b)  any pending or future orders for Services will be immediately terminated and refunded, if applicable.  Upon termination, deactivation, or suspension of your Account, you are required to immediately cease all use of the User Features and may not re-register under any other Account.

You may cancel your Account at any time via the “Cancel Account” or other similarly designated feature of the Platform, or by notifying us thereof by e-mail at support@SMP.io or by contacting us by telephone at (888) 888-8888.

1. SMP Communications

By becoming a User, you acknowledge that we may from time to time and as needed communicate with you by various means, including via e-mail, text message, telephone calls, and push notifications to the telephone number you provide to us, in relation to your use of the Platform, the status of your Account, your purchase or use of Services, among others.  Please note that this may include communications generated by automatic telephone dialing systems or other methods and systems, which will deliver prerecorded messages sent by or on behalf of SMP, its affiliated companies or other Users, including but not limited to: operational communications concerning your Account, use of User Features or other Services, and updates concerning new and existing features on the SMP Platform.

In other instances, we will seek your consent to receive our communications before contacting you by asking you to “opt-in” to such communications.  This may include receiving our newsletter, promotions and promotional materials provided by SMP or third parties, and updates and news concerning SMP.

Where we have already received your opt-in consent to receive certain communications, IF YOU WISH TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER SUCH “OPT-IN” COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS THAT ARE PROVIDED TO YOU ON THE PLATFORM OR VIA THE COMMUNICATION, IF APPLICABLE (e.g. the “unsubscribe” button in our promotional emails). Standard text messaging charges applied by your telephone phone carrier will apply to text messages we send.

1. Financial Terms

You agree to pay SMP for all fees and charges associated with your use of the Platform (if any).  All fees and charges are due in full at the time of purchase.  Some fees may be charged on a recurring or subscription basis upon the terms and conditions presented to you at the time of agreeing to such recurring or subscription billing plans.

In connection your use of the User Features (including during your Account registration), you may be asked to provide customary billing information such as name, billing address and credit card or other payment information either to SMP or its third party payment processor(s). You agree to pay SMP for any purchases made in connection with your Account or your use of any of the Services, or otherwise provided to you or on your behalf, in each case by one of the payment methods from time to time described on provided for on the Platform, including the charging of the credit card account. You hereby authorize the payment and collection of any and all such amounts by the charging of the credit card, or via such other payment method provided for under your Account, You acknowledge and agree that SMP may, in its sole discretion, directly charge such credit card account (or directly avail itself of such other payment methods) or may utilize the services of third party online payment processors or others to do so.  If you are directed to any SMP third party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.

In furtherance of your use of the User Features, you understand and agree that SMP reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card or other payment method for any fees or charges for or associated with Services and/or (ii) charge your credit card or other payment method a nominal amount, not to exceed one dollar ($1) per verification, or a similar sum in the currency in which you are transacting, to verify your credit card or other payment method including for processing or establishing recurring or subscription-based fee collection. As a general rule, SMP will collect any fees or charges due once all necessary order information has been obtained by SMP from the User and SMP confirms that the User’s order is complete.  In our discretion such fees and charges may instead be collected by us at an earlier or later point.  SMP does not control, and is not responsible for, any fees or charges that may be charged to a User by her or his bank, financial institution, or payment provider, with respect to SMP’s collection of fees or payments, and SMP expressly disclaims all (and you agree that SMP will have no) liability in this regard.

SMP will take reasonable action to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you.

SMP, at its sole discretion, may from time to time, make special offers or promotions (“Promotions’) available to some but not all Users, or to prospective Users.  Promotions, which we may from time to time offer to our Users may not be the same and different Users may be offered different Promotions.  Furthermore, prospective Users may also be offered different Promotions. No Promotion, unless and then only to the extent expressly made to you specifically, shall have any bearing whatsoever on your Account, these Terms or your relationship with SMP. Any promotional coupon, which we may utilize in connection with a Promotion is applied at the discretion of SMP, and while SMP may in connection with a Promotion reduce the cost of certain Services, if any, subject to such Promotion, based on an amount or discount value, stated by us in the Promotion, all other fees and charges for or in connection with Services, as well as, all shipping and handling (if applicable), and sales tax will still apply and be due to and payable to SMP.

• User Conduct

You understand and agree that you alone are responsible, at your sole cost and expense, for compliance with any and all Laws that may apply to your use of the Platform or any feature thereof.  In connection with your use of the Platform, you must not, and you agree that you shall never do or attempt to do any of the following:

1. violate any applicable Law;
2. use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other features or services contained in or comprising the Platform;
3. access or use the Platform or any part thereof to use, expose, or allow to be used or exposed, any SMP Content in any way that is inconsistent with the SMP Privacy Policy or these Terms; or which in any way otherwise violates any rights of any of SMP’s Users or any other person or entity;
4. use the Platform or any part thereof or any feature or functionality accessed on or through the Platform for any commercial or other purposes that are not expressly permitted by these Terms;
5. copy, store or otherwise access or use any information contained on or accessed through the Platform for purposes not expressly permitted by these Terms;
6. infringe the rights of any person or entity, including without limitation, any intellectual property, privacy, publicity or contractual rights;
7. interfere with or damage the Platform, or any part thereof or any feature or functionality accessed on or through the Platform – whether through the use of viruses, cancel bots, Trojans, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or otherwise;
8. use the Platform, or any part thereof or any feature or functionality accessed on or through the Platform to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
9. use the Platform, or any part thereof or any feature or functionality accessed on or through the Platform for or in connection with the distribution of unsolicited commercial email (“spam”);
10. stalk, harass, or bully any other user of the Platform;
11. register for more than one Account or register for an Account on behalf of an individual other than yourself;
12. recruit or otherwise solicit any User to participate in a third party services or websites that are competitive to SMP, without SMP’s prior written approval;
13. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
14. use automated scripts to collect information from or otherwise interact with the Platform;
15. post, upload, publish, submit or transmit any Content that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other Intellectual Property Rights, or rights of publicity or privacy, (ii) violates, or encourages any conduct that would violate, any applicable Law or regulation or would give rise to civil liability, (iii) is fraudulent, false, misleading or deceptive, (iv) is defamatory, obscene, pornographic, vulgar or offensive, (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (vi) is violent or threatening or promotes violence or actions that are threatening to any other person, or (vii) promotes illegal or harmful activities or substances;
16. systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
17. use, display, mirror or frame the Platform, or any individual element within or comprising any part or feature of the Platform, SMP’s name, any SMP trademark, service mark, trade dress, logo or other proprietary source identifiers, any materials or information, or the layout and design of any page or form contained on a page of the Platform;
18. access, tamper with, or use non-public areas of the Platform, SMP’s computer systems, or the technical delivery systems of SMP’s providers;
19. attempt to probe, scan, or test the vulnerability of any SMP system or network or breach any security or authentication measures;
20. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by SMP or any of SMP’s providers or any other third party (including another user) to protect the Platform; or
21. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or any feature or functionality thereof.

SMP at all times has the right to investigate and may prosecute violations of any of the foregoing to the fullest extent of the Law.

SMP may access, preserve and disclose any of your information if we are required to do so by Law or enforceable legal obligation, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against SMP, (ii) to comply with a lawful and enforceable request by law enforcement, judicial body, or other public authorities, or in connection with a legal obligation, or other enforceable legal process (for example, court order, subpoena, warrant, etc.), (iii) enforce or administer our agreements with users (iv) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (v) protect the rights, property or safety of SMP, its users, or members of the public. You acknowledge that SMP has no obligation to monitor your access to or use of the Platform but has the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the lawful and enforceable order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. SMP reserves the right, at any time and without prior notice, to remove or disable access to any materials that SMP, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.

• Intellectual Property and User License Agreement

1. General Intellectual Property Provisions

The Platform is protected by copyright, trademark, and other Laws of the United States and foreign countries. You acknowledge and agree that the Platform, Services, and SMP Content, including all associated Intellectual Property Rights, are the exclusive property of SMP and its licensors (hereinafter “SMP Intellectual Property”). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Collective Content.  All trademarks, trade names, and source identifiers of SMP used on or in connection with the Platform are trademarks or registered trademarks of SMP.  Trademarks, trade names, and any other source identifiers of third parties used on or in connection with the Platform are used for identification purposes only and may be the property of their respective owners.

Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer or conveyance, to any User or any other person of any right, title or interest in or to any of SMP Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Platform, or any feature or functionality thereof.  No User or other person may use any of SMP Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion.  All goodwill arising from or incident to any use of SMP Intellectual Property shall inure exclusively to us or our third party licensors as applicable.

1. Non-Assertion

You agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other Intellectual Property infringement claim with respect to the Platform.

1. Notice of Infringement

SMP respects applicable intellectual property Laws and expects all Users to do the same. It is SMP’s policy to terminate in appropriate circumstances the Accounts of Users who repeatedly infringe or are believed to be repeatedly infringing the rights of Intellectual Property owners. Claims of trademark, copyright, or patent infringement or any other alleged Intellectual Property violations should be sent to SMP’s designated agent.

If you are an intellectual property owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged infringements taking place on or through the Platform by submitting a complete Notice of Alleged Infringement as described below and delivering it to SMP. Upon receipt of the Notice as described below, SMP will take whatever action, in its sole discretion, it deems appropriate, including removal of the alleged infringing content from the Platform.

Notice of Alleged Infringement

1. Provide your mailing address, telephone number, and, if available, email address.
2. Identify the intellectual property that you claim has been infringed by providing a comprehensive list of the items (works, trademarks, etc.) that you claim have been infringed. If your work is registered with the United States Patent and Trademark Office, United States Copyright Office, or other intellectual property office or jurisdiction, you must include copies of the registration certificates or information sufficient to confirm that such work is in in fact protected.
3. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Platform where such material may be found.
4. Provide your full legal name and electronically sign and affirm the following statement: “I hereby affirm that I have a good faith belief that the disputed use of the material is not authorized by the owner, its agent, or the law (e.g., as a fair use).  I affirm that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the Intellectual Property or of an exclusive right under the Intellectual Property that is allegedly infringed.”
5. Deliver this Notice, with all items completed, to SMP by email to copyright@smppharmacy.com.
6. SMP License

SMP grants Users a limited, non-exclusive, non-transferable license, to (i) access and use the Platform and any SMP Software; (ii) access and view any SMP Content solely for your use of the Platform and (iii) access and view any User Content to which you are permitted access, solely for your use of the Platform. You have no right to sublicense the license rights granted in this section.  You agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise to SMP Intellectual Property, except for the licenses and rights expressly granted in these Terms.

1. User Content License

SMP may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to SMP a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of, or to promote or market the Platform. SMP does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to SMP the rights in such User Content, as contemplated under these Terms, and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or SMP’s use of the User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary rights or Intellectual Property, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

1. Suggestions

If you provide any suggested improvement(s) to the Platform or any feature or functionality thereof (each a “Suggestion” and collectively “Suggestions”) to SMP, we will own all right, title and interest (including any Intellectual Property Rights) in and to any Suggestion even if the person making the Suggestion has designated the Suggestion as confidential or proprietary.  SMP shall be entitled to use and exploit any Suggestion without restriction.  You must, and hereby do, irrevocably assign to SMP all right, title and interest (including all Intellectual Property Rights) in and to all Suggestions (if any) and agree to provide us or our designees with any assistance we may or they may reasonably request or require from time to time to further document, perfect and maintain our rights in any Suggestion.

1. Provider License to Certain Data

This Section shall apply only to Providers:

Subject to the terms and conditions of this Agreement, SMP hereby grants Provider a non-exclusive, non-sublicensable, and non-transferable license to access and use the certain proprietary data regarding Provider’s Customers (“Patient Data”), solely for Provider’s internal business purposes and solely for the purposes of providing patient care (the “Permitted Use”).   SMP shall deliver the Patient Data to Provider electronically by electronic or other means determined in SMP’s sole discretion.  Such Patient Data is a trade secret of SMP and must be kept confidential.

Provider shall only use the Patient Data for the Permitted Use and shall not disclose, release, distribute, or deliver the Patient Data, or any portion thereof, to any third party without SMP’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by SMP. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Provider shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Patient Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Patient Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Patient Data or methods used to compile the Patient Data, in whole or in part; (iv) remove any proprietary notices included within the Patient Data; (v) publish, enhance, or display any compilation or directory based upon information derived from the Patient Data; or (vi) use the Patient Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Provider shall use all reasonable legal, organizational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security of the Patient Data and to protect the Patient Data from unauthorized access, disclosure, duplication, use, modification, or loss.  For clarity, Provider agrees and acknowledges that the Patient Data comprises Protected Health Information pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy Rule and, therefore Provider: (1) represents and warrants that it is in compliance with all applicable HIPAA rules and regulations; and (2) agrees to safeguard and ensure the security of the Patient Data in accordance with HIPAA and all other applicable laws governing the access to and use of Protected Health Information. To the extent the nature of the relationship between Provider and SMP requires a Business Associate Agreement (“BAA”), Provider agrees to execute a mutually agreeable BAA with SMP.

PATIENT DATA IS PROVIDED “AS IS” AND SMP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SMP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SMP MAKES NO WARRANTY OF ANY KIND THAT THE PATIENT DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET PROVIDER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Provider shall indemnify, hold harmless, and, at SMP’s option, defend SMP from and against any Losses resulting from any Third-Party Claim based on Provider’s: (i) negligence or willful misconduct; or (ii) use of the Patient Data in a manner not authorized by this Agreement, provided that Provider may not settle any Third-Party Claim against SMP unless such settlement completely and forever releases SMP from all liability with respect to such Third-Party Claim or unless SMP consents to such settlement, and further provided that SMP shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

1. Third Party Websites, Applications, Links, and Resources

The Platform may contain links to or otherwise interface or connect with third party websites or resources, such social media sites and payment processors. You acknowledge and agree that SMP is not responsible or liable for (i) the availability or accuracy of such websites or resources or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by SMP of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, OR ANY FEATURE OR SERVICE ACCESSED OR OFFERED ON OR THROUGH THE PLATFORM REMAINS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SMP NOR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS OR AFFILIATES, SHALL BE LIABLE TO ANY USER, ANY USER, ANY GUESTS OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, FILES, DATA, CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, ANTICIPATED SAVINGS OR OTHERWISE (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR FOR ANY DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE OR ANY PART THEREOF, (II) THE PROVISION OF OR FAILURE TO PROVIDE, OR ANY INTERRUPTION OF, ANY SMP SERVICE OR ANY OTHER SERVICE, (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO OR DOWNLOADED FROM THE SYSTEM OR ANY SERVICE, OR ANY DAMAGE TO OR CORRUPTION OR LOSS OF ANY OF THE FOREGOING, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR CONTENT, OR (V) ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE ANY CONTENT OR MATERIALS.

IN THE EVENT THAT NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING PARAGRAPHS OF THIS SECTION, WE (OR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES OR THIRD PARTY LICENSORS OR SUPPLIERS) ARE FOUND LIABLE TO ANY USER, USER OR GUEST OR OTHERWISE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, THE AGGREGATE AMOUNT OF ALL SUCH LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO US BY USER OR YOU (AS APPLICABLE) FOR AND WITH RESPECT TO THE PARTICULAR SERVICES THAT GIVE RISE TO SUCH CLAIM IN WHICH THE CAUSE OF ACTION ACCRUED.

THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

1. Indemnification

You agree and must at all times indemnify, defend and hold SMP and its third party suppliers or licensors, each of our and their business partners and each of our and their respective employees, officers, directors, managers and representatives (each an “Indemnitee” and collectively the “Indemnitees”), harmless from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including attorneys’ fees and court costs) suffered or incurred by any of the Indemnitees as a result of any third party claim, action, suit, or proceeding arising out of or incident to (i) any User or other person’s use of or access to the Platform in a manner not authorized by these Terms, or in violation of any applicable laws, (ii) Content including any claim involving infringement or misappropriation of third party rights or the use, development, design, manufacture, production, advertising, promotion or marketing of User Content, (iii) any breach by User or any other person of any term or condition of these Terms, including without limitation, any representation and warranty hereunder, or (iv) any act, omission or misconduct of User or any other person using or accessing the Platform.

We will promptly notify you of any claim which we become aware of and which we believe to be subject to indemnification under this Section; provided that our failure to promptly notify you shall not affect your indemnification obligations hereunder except to the extent that our failure to promptly notify you materially prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim(s) with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you (nor any Person acting on your behalf) may enter into any settlement without SMP’s prior written consent (which may be conditioned or withheld in our sole and absolute discretion) and provided that we may, at any time, elect to take over control of the defense and settlement of any claim.

• Dispute Resolution

1. Arbitration

If you reside in the United States, you and SMP agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Platform (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief (and associated legal relief) in a court of competent jurisdiction to redress or prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. You acknowledge and agree that you and SMP are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and SMP otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

1. Rules and Governing Law

This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section.  The AAA Rules are available at www.adr.org/arb_med.  The Federal Arbitration Act will govern the interpretation and enforcement of this section.

1. Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

1. Location and Procedure

Unless you and SMP otherwise agree, the arbitration will be conducted in Miami-Dade County, Florida, United States.  If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and SMP submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

1. Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

1. Fees 

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

1. Changes

Notwithstanding the provisions of the “Modification” section above, if SMP changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of SMP’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and SMP in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

• General Provisions

1. General Rules of Construction 

For purposes of these Terms: (i) whenever the context requires, the singular number shall include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include the masculine and feminine genders.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.  As used in these Terms: (i) the words “hereof”, “hereunder”, “herein” and words of similar import refer to these Terms as a whole and not to any particular provision of these Terms; (ii) the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (iii) except as otherwise expressly indicated, all references in these Terms to “Sections”, “Subsections”, “Paragraphs”, “Schedules”, “Exhibits” are intended to refer to sections, subsections or paragraphs of these Terms; and (iv) the word “or” means “and/or”.

1. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by SMP (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

1. Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Miami-Dade County, Florida or a United States District Court, Southern District of Florida located in Miami-Dade County, Florida for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights, as set forth in the Dispute Resolution provision.

1. Severability 

If any provision of these Terms, or the application of such provision, is held invalid by a court of competent jurisdiction, the remainder of these Terms, and the application of such provision to persons, entities, or circumstances other than those with respect to which it is held invalid, shall not be affected.

1. Waiver and Enforceability

The failure of SMP to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SMP. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

1. Third Party Beneficiary 

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.

1. Term and Termination 

These Terms are effective upon your creation of an Account, as amended by any modifications made by SMP as outlined at the start of these Terms. You may discontinue your use of User Features or your Account at any time, for any reason. We may suspend or deactivate your Account, or revoke your permission to access the Platform or any or all User Features, at any time, for any reason, with or without notice to you. We reserve the right to refuse access to the Platform or any User Feature to any User for any reason not prohibited by applicable Law. Either party may terminate the Terms for any reason upon written notice to the other party.

1. Survival 

Sections I (Definitions), II (Acknowledgments and Disclaimers), VI (Financial Terms), VIII (Intellectual Property and User License Agreement), X (Limitation of Liability), XI (Indemnification), XII (Dispute Resolution), and XIII (General Provisions) shall survive termination of these Terms.

1. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between SMP and you regarding the Platform, any Services rendered via the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between SMP and you regarding the Platform.

1. Assignment

These Terms are neither assignable, transferrable nor delegable by you whether by operation of Law or otherwise. Any attempt by you to assign, transfer, or delegate any of these Terms, will be null and void and of no effect. SMP may assign, transfer or delegate these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the respective parties, their successors and permitted assigns.

1. How to Contact Us

If you have any questions regarding these Terms or our privacy practices, you can contact us at:

SMP Pharmacy Solutions, LLC

Attn: [INSERT NAME]

750 NW 26^th Street

Miami, FL 33122

Toll-free:  (855) 255-5005

Or by email at: Privacy@smpharmacy.com

1. In General

SMP Pharmacy Solutions, LLC (“we” or “us”) values our customers and respects their privacy. This privacy policy (“Privacy Policy”) governs our collection and use of data in connection our Site, SMP Products, or SMP Services (as such terms are defined in our Terms of Use), or otherwise. Terms capitalized but not defined in this Privacy Policy shall have the meaning ascribed to them in our Terms of Use (www.smppharmacy.com/legal#terms).

This Privacy Policy sets forth the nature, purpose, use and sharing of any Personal Information.  “Personal Information” or “Personal Data” as used in this Privacy Policy, means information that can be used on its own or with other information to identify, contact, or locate you, or to identify you in context.  This includes your name, physical address, email address, telephone number, payment card information, account username, and other identifying information.  It also includes other information that may be associated with your Personal Information, such as your location, IP address, preferences or interests.

Importantly, we may collect Personal Information directly from you when you visit our Site or access and use our SMP Products or SMP Services.

This Privacy Policy does not govern privacy practices associated websites other than ours, or practices of third parties that we do not own or control, such as our partners, third party service providers featured on the Site or in the SMP Products, SMP Services. We are not responsible for the content or privacy practices of third-party websites or integrated products to which the Site, SMP Products, or SMP Services may link. You should review the privacy policies of such sites before using the associated sites.

This Privacy Policy also does not govern privacy practices associated with Protected Health Information (“PHI”).  Instead, please refer to our separate HIPAA Notice located at www.smpharmacy.com/legal/#hippa (“HIPAA Notice”) which discusses and governs our privacy practices associated with PHI.  With respect to Protected Health Information, in the event of a conflict or inconsistency between the terms of this Privacy Policy and the terms of our HIPAA Notice, the HIPAA Notice shall control.

Please read this Privacy Notice carefully so that you have a clear understanding of how we collect, use, otherwise handle and protect your Personal Information in connection with your use of the Site, SMP Products, or SMP Services.   IF YOU HAVE OBJECTIONS TO THE PRIVACY POLICY, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE APPLICABLE SITE, SMP PRODUCTS, OR SMP SERVICES AND FOLLOW THE PROCEDURE DESCRIBED IN THE SECTION ENTITLED “YOUR PRIVACY RIGHTS.”

2. Changes in Privacy Policy

Any Personal Information that we collect and maintain will be subject to this Privacy Policy, as amended from time to time. We may change the Privacy Policy at our sole discretion. However, if at any time we make material changes to the Privacy Policy, we will notify you of those changes on the Site or through the SMP Products or SMP Services and through the publishing of an updated Privacy Policy. If as the result of such changes you want to alter the ways in which we can use your Personal Information, you can do so by following the procedure described in the section entitled “Your Privacy Rights.”

3. Collection of Information

We may collect certain information from you when you use our Site, SMP Products, or SMP Services.  We collect and obtain your information in a few ways:  there is information that you choose to give to us, information we obtain through your use of our Site, SMP Products, or SMP Services and information we obtain from third parties.  Each of these is detailed below:

1. We collect the Personal Information you give us when you register with the Site or use the SMP Products or SMP Services, including name, address, credit card or bank information, and other Personal Information requested as part of your use of the Site, SMP Products, or SMP Services, or the information you choose to give us when you use the SMP Services. You agree not to submit any sensitive personally-identifiable information to the SMP Services.
2. We automatically collect certain kinds of non-personal information from you when you use the Site, SMP Products, or SMP Services, including device, browser type, operating system, CPU speed, referring or exit webpages, click patterns, session ID, and your computer’s IP address.
3. We may on occasion supplement or correct the Personal Information you submit to us and your IP address with information in our other databases or information from third-party sources in order to reduce errors in our database, authenticate our users, prevent fraud and prevent abuse of our Site, SMP Products, or SMP Services, as well as to provide more consistent, relevant experiences to our users.
4. We may collect general information about use of the Site, SMP Products, or SMP Services, such as what pages visitors access, the number of visits, average time spent on the Site, SMP Products, or SMP Services, and other similar factors. This information is generally collected in aggregate form, without identifying any user individually, although IP addresses and Session ID in relation to downloads may be tracked as part of our fraud prevention efforts.
5. Location-Based Services

Some SMP Services may contain functionality that can enable us to access your location and tailor your experience based on your location (“Location-based Services”). To use Location-based Services, you must enable certain features of your mobile device (e.g., GPS, WiFi, or Bluetooth) to allow us to identify your location. To the extent your location is collected through WiFi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party that may access such information for the purpose of providing such data services to us.  You agree to such access by such third parties. You may enable or disable such Location-based Services at any time via a menu within the SMP Services. If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the menu, you will not be able to utilize certain features of the SMP Services. By enabling Location-based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the SMP Services; (ii) we may provide Location-based Services related to and based on your then-current location; and (iii) we may use any such information collected in connection with the provision of Location-based Services in providing the SMP Services. PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND WE DISCLAIM ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.

We may use your location to provide you with advertisements, offers, and other promotional content as part of the SMP Services.

5. How Your Information is Used

Except as provided herein, we collect and use your personal and non-personal information for internal purposes only or for gathering aggregate and anonymized data. We may use, store, and process your information in the following ways:

• To enable you to access and use the Site, SMP Products, or SMP Services.
• To conduct routine business operations such as billing, identification, authentication, contact purposes and general research. As part of our routine business operations, we may transfer your Personal Information to certain third parties with whom we contract for the limited purpose of providing services such as web hosting, email, and credit card processing. These service providers are obligated to protect your information, and they do not use your Personal Information for their own commercial purposes.
• To employ internal marketing techniques such as tracking customer preferences to provide a customized experience and communicating with you about SMP Services, special offers, and other services.
• To enhance the SMP Services.
• To gather generic product, location and other contributed information to make reports based on aggregate anonymized data, which we may use internally, or which we may sell to others.
• To comply with court and governmental orders.
• To fulfill another legitimate interest, when not overridden by your interests or, where applicable, your fundamental rights and freedoms which require the protection of Personal Information.
• When you otherwise consent for us to do so. We may ask for your consent to process your Personal Information for a specific purpose that we communicate to you, for instance, to receive our newsletter and other such mailings you may be interested in. When you consent to our processing your Personal Information for a specified purpose, you may withdraw your consent at any time and we will stop processing of your data for that purpose.

6. Tracking, Use of Cookies, Web Beacons and Similar Devices

In order to improve our SMP Services and provide more convenient, relevant experiences to our customers, we and our agents may use “cookies,” “web beacons,” and similar devices to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables us to record your passwords and preferences. It cannot be executed as code or deliver viruses. A web beacon is a small transparent .gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. Most browsers are initially set to accept cookies, and most services that include similar devices are typically initially activated to collect data. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether to accept it. We do not support browsers’ Do Not Track features. You can enable or disable Do Not Track by visiting the preferences or settings page of your browser.  If you disable cookies, you may lose some of the features and functionality of using our Site, as cookies may be necessary to track and enhance your use and access.

We may, either directly or indirectly, track your behavior on our Site, SMP Products, or SMP Services for purposes of our own customer support, analytics, research, product development, fraud prevention, risk assessment, regulatory compliance, investigation, as well as to enable you to use and access the Site, SMP Products, or SMP Services and pay for your activities on the Site, SMP Products, or SMP Services. We may also, either directly or through third parties we engage to provide services to us, track your behavior on our Site, SMP Products, or SMP Services.

7. Protecting Your Information

We use a variety of security measures, including SSL, encryption, and authentication tools, to help protect your information. We do not retain your Personal Information for longer than is necessary for our business purposes. When we no longer need your Personal Information, we dispose of it safely.

Our security measures include standard international data protection measures as well as those described in the EU GDPR implementing regulations. These measures may also include periodic system-wide password resets with high password strength requirements. We strongly discourage password sharing. Due to the nature of the information and related technology, we cannot be held responsible if you share your own login credentials with others. If we learn of a security breach, then we will immediately reset your account password and attempt to notify you as per GDPR guidelines to take appropriate steps.

8. Data Processing

In submitting any third-party Personal Data within the context of the SMP Services (“Third-Party Data”), the parties agree that you shall be the Data Controller and you appoint us as a Data Processor of such data, for the purpose of providing the SMP Services. To the extent that we are a Data Processor for you in respect of such Third-Party Data, we will:

• Implement appropriate technical and organizational measures to safeguard the Third-Party Data against any unauthorized or unlawful access, loss, destruction, theft, use or disclosure. We implement basic level security in accordance with United States law. If higher levels of security are required, please contact us.
• Limit access to the Third-Party Data only to those employees who need to know it to enable the Data Processor to perform the SMP Services and shall take appropriate steps to ensure the reliability of those of our employees or subcontractors who have access to such Third-Party Data.
• Only process the Personal Data as specified by this Privacy Policy and in accordance with your instructions and will not use the Third-Party Data for any purposes other than those related to the performance of the SMP Services or pursuant to your written instructions.
• Upon the expiry or termination of this Privacy Policy, or upon your request, cease any and all use of the Third-Party Data and destroy or return it to you.
• Not disclose the Third-Party Data to any third-party without your prior written consent. Such consent is granted on, for example, your instruction to share a dashboard with third parties (public or within a restricted group).

We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the SMP Services. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place which is sufficient to require it to treat Personal Data in accordance with the applicable provisions of this Privacy Policy and applicable law. You authorize us to subcontract the provision of technology and commercial services to members of our corporate group.

You represent and warrant that you have all the appropriate consents from data subjects whose Personal Data are submitted to us in the course of the provision of the SMP Services.

9. Disclosure to Third Parties

We will not share your Personal Information with third parties without your express consent, except in the limited circumstances described below:

• We may share your Personal Information third party service providers for the limited purposes described in the section entitled “How Your Information is Used”.
• We will share your Personal Information when required by law, regulation, or litigation, and as necessary for purposes of national security, law enforcement, or other issues of public importance.
• We may also engage third parties, including but not limited to technology services and services to help verify your identification, to conduct checks against databases such as, but not limited to, public government databases (where legally allowed), to otherwise assist us with fraud prevention and risk assessment, to assist us with customer service, to serve targeted ads, and to facilitate the payments or refunds. We may provide Personal Information about you to these third parties, or give them access to this Personal Information, for the limited purpose of allowing them to provide these services. We will ensure that such third parties have contractual obligations to protect this Personal Information and not to use it for unrelated purposes.
• If we sell assets or are acquired by or merged with another entity, we may provide such entity customer information without obtaining your further consent. We may provide to you notice of such asset sales, acquisitions, or mergers.

10. International Transfers

If you are visiting this Site or utilizing SMP Products or SMP Services from a country other than the United States, the various communications you send and receive may result in the transfer of information across international boundaries.  If you are located in the European Union you should be aware that information you provide or which is otherwise collected on this Site or through any SMP Products or SMP Services rendered may be transferred to countries (including the United States) which may not have data protection laws deemed as adequate as those in the EU.

Notwithstanding the foregoing, the Site, SMP Products, and SMP Services are intended for users in the United States and those not governed by privacy policies of other countries. Users outside the United States are advised not to disclose Personal Information to us.

11. Your Privacy Rights

We will ensure that you can exercise your rights pertaining to your Personal Information, including rights as provided by various data protection laws.  We therefore inform you that, where applicable under relevant law, you are entitled:

• to have access to your Personal Information upon simple request – that is, you may receive a copy of such data (if requested), unless such data is made directly available to you, for instance within your personal account;
• to have access upon simple request, and free of charge, the categories and names of addresses of third parties that have received Personal Information for direct marketing purposes;
• to obtain a rectification of your Personal Information should it be inaccurate, incomplete or obsolete;
• to obtain the deletion of your Personal Information in the situations set forth by applicable data protection law (the “right to be forgotten”).
• to withdraw your consent to the data processing without affecting the lawfulness of processing, where your Personal Information has been collected and processed based on your consent. If at any time you wish to withdraw your consent to our processing of your data or opt out of our use of your information for internal marketing purposes or for compiling aggregate risk reports, you may do so by sending a written notice to: portalsupport@smppharmacy.com. Note that your withdrawal of consent may prevent us from providing the SMP Services to you;
• to object to the processing of your Personal Information (where it has been collected and processed based on our legitimate interests) in which case we may ask you to justify your request by explaining to us your situation;
• to request a limitation of the data processing in the situations set forth by applicable law;
• to have your Personal Information directly transferred by us to a third-party processor of your choice (where technically feasible and when processing is based on your consent); and
• for non-discrimination, as defined under relevant law, in the SMP Services or quality of SMP Services you receive from us for exercising your rights.

Under certain laws, you may also have the right to “opt-out” of having your Personal Information sold to a third party.  However, we do not sell your Personal Information to any other party.  Only in the case of a merger, sale, financing, acquisition, or other transaction involving all or part of us may your information be involved in a transaction.

For deletion/“right to be forgotten” requests, we will undertake a good faith effort to accommodate requests for access to or deletion of personal information.  However, these requests may be subject to the evaluation of additional factors, including disproportionate burden or expense, or the risk to the rights, including the privacy rights, of others.

We will strive and work to resolve any inquiry you may have regarding our privacy practices.  EU residents may also file a complaint before a competent data protection authority regarding the processing of your Personal Data. While we suggest that you contact us beforehand, if you wish to exercise this right, you should contact the competent data protection authority directly.

If you have any questions, would like to exercise any of these rights, or if you need any assistance with privacy related matters, please contact us as described in the “How to Contact Us” section below. We will take the necessary steps to respond to you as soon as possible.

12. Your Choices

• If at any time you are uncomfortable with our use of your Personal Information for internal marketing purposes and for the purpose of creating aggregate reports, you may opt-out by email as described in “Your Privacy Rights.” Note that if you opt not to provide us with certain mandatory information, then our products and services may be unavailable to you.
• You may similarly opt out of receiving communications from us, although we may find it necessary to continue to communicate with you regarding your use of the SMP Services.
• For our websites, you may set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this Site may then be inaccessible or not function properly.

13. Governing Law

The terms of this Privacy Policy are governed by and in accordance with the laws of the state of Florida, and, where applicable, the laws of the countries where our servers are located. You should not provide us with any Personal Information unless you consent to the application of United States law and, where applicable, Florida law, and to the use and disclosure of your information in accordance with the terms of this Privacy Policy.

14. How to Contact Us

If you have any questions regarding this Policy or our privacy practices, you can contact us at:

SMP Pharmacy Solutions, LLC

Attn: Portal Support

7500 NW 26^th Street

Miami, FL 33122

Toll-free:  (855) 255-5005

Or by email at: portalsupport@smppharmacy.com

We take our users’ privacy concerns seriously. If you believe that we have not complied with this Privacy Policy with respect to your Personal Information, you may write to us at the address noted above.