Terms of Service
Effective as of September 1st, 2016 and last revised June 20th, 2017
PLEASE READ CAREFULLY BY ACCEPTING ELECTRONICALLY, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE THAT YOU, YOUR COMPANY, OR OTHER ENTITY YOU REPRESENT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SOFTWARE.
This Agreement describes the terms governing your use of the ForecastRx Software and website www.forecastrx.com including content, updates and new releases (collectively the “Software”). It includes by reference:
- Additional terms and conditions, which may include those from any third parties associated with the Software; and
- Any terms provided separately to you for the Software, including but not limited to product or program terms and payment terms.
The Software is proprietary and is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to use the Software in a manner as contemplated by this Agreement. ForecastRx reserves all other rights in the Software not expressly granted to you in writing herein. Except for the reasons for termination stated herein the license granted by this Agreement will last as long as you meet any applicable payment obligations and comply with this Agreement. ForecastRx grants you a single personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use that has been paid for.
You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Reverse engineer, discover or reveal to yourself or others the source code of, make derivative works of, change, enhance or modify the Software;
- Provide access to or give the software or any part of the Software to any third party;
- Transfer your license to the Software to any other party;
- Attempt unauthorized access to Software beyond the scope of this Agreement;
- Permit any third party to benefit from the use or functionality of the Software via a rental, sharing or any other arrangement;
- Make the Software available on any file-sharing or application hosting service; or
- Attempt to resell the product to other potential end users.
The following payment terms apply to any Customer who uses the Software, unless otherwise agreed upon in writing by ForecastRx and Customer:
- All customers will receive a thirty (30) day free trial upon signing up (“Free Trial”). Upon completion of the Free Trial, the Customer’s account will become deactivated until the Invoice is paid in full. To reactivate the Software, ForecastRx will then invoice you for the Software on a recurring monthly basis unless otherwise terminated or not paid in full. Customer will have seven (7) days from the date of invoice to pay the monthly subscription fee (“Due Date”). If Customer does not pay the invoice before the Due Date the Customer’s account will be deactivated. Any further nonpayment by Customer will result in Customer’s account being deactivated.
- All non-QuickBooks Online Customers will pay the initial subscription fee and ForecastRx will then invoice you for the Software on a recurring monthly basis unless otherwise terminated or not paid in full. Customer will have seven (7) days from the date of the invoice to pay the monthly subscription fee (“Due Date”). If Customer does not pay the invoice before the Due Date, the Customer’s account will be deactivated. Any further nonpayment by Customer will result in Customer’s account being deactivated.
- Payments will be billed to you in US dollars. Any and all payment received by ForecastRx from you is non-refundable.
- If your payment and registration information are not accurate, current and complete, and you do not notify ForecastRx promptly when such information changes, we may suspend or terminate your account and license to use the Software.
- ForecastRx will automatically invoice your monthly subscription at the then-current rates, unless the Software is cancelled or this Agreement is terminated for one or more of the reasons stated herein.
You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant ForecastRx a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. ForecastRx is not responsible for lost or unrecoverable Content.
You agree not to use the Software, nor permit any third party to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, to include, but not be limited by:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by ForecastRx in writing, for use in investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, Trojan horse, worm or other disruptive or harmful software or date; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
ForecastRx may monitor Content on the Software, but has no requirement to do so. We reserve the right to disclose any necessary information to our counsel, accountants, financial advisors, tax professionals retained by us, any federal, state, or local governmental taxing or regulatory authority and as required by law or order of court..
You are responsible for securely managing your username and password for access to the Software. ForecastRx is not liable for any damages caused by anyone who with our without authorization accesses the Software..
You are solely responsible for:
- Maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information used by you or anyone you authorize on your behalf, to access the Software and your provider accounts (collectively “Licensee Access Information”); and
- Preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software (collectively “Account Data”).
You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Licensee Access Information. It is presumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Software (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred or is reasonably likely to occur. You must inform us of, and hereby grant to us and our third-party vendors, permission to use Licensee Access Information to enable us to provide the Software to you, as well as new releases, updates and maintenance of Account Data.
YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. FORECASTRX DOES NOT EXPRESSLY OR IMPLIEDLY WARRANT THAT THE SERVICE IS COMPLETELY SECURE, FREE OF ERROR OR BUGS, INTERRUPTIONS, OR OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE WILL PERFORM FOR THE PARTICULAR USE YOU INTEND OR THAT ALL ERRORS WILL BE CORRECTED. FORECASTRX FURTHER DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FORECASTRX OR ELSEWHERE SHALL CREATE ANY EXPRES OR IMPLIED WARRANTY.
LIMITATION OF LIABILITY
IN NO EVENT SHALL FORECASTRX BE LIABLE IN CONTRACT OR TORT FOR ANY LOSS OR INJURY ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR FOR THE USE, PERFORMANCE, OR NONPERFORMANCE OF THE SOFTWARE, INCLUDING INCIDENTAL, PUNITIVE SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AS WELL AS LOSS OF INCOME, DATA, PROFITS, GOODWILL, REVENUE OR BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR FOR OTHER ECONOMIC OR NON-ECONOMIC LOSS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL FORECASTRX’S LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO FORECASTRX BY THE CUSTOMER IN THE PRECEDING TWELVE (12) MONTH PERIOD FROM THE TIME OF THE EVENT THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS FORECASTRX AND ITS SUBSIDIARIES, AFFILIATED COMPANIES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND MEMBERS FOR ANY CLAIMS OR ACTIONS MADE OR BROUGHT BY THIRD-PARTIES ARISING OUT OF, OR IN CONNECTION WITH: (I) YOUR USE OF THE SOFTWARE; (II) ANY ACTIONS TAKEN BY FORECASTRX PURSUANT TO YOUR INSTRUCTIONS; OR (III) YOUR BREACH OF THIS AGREEMENT.
ForecastRx may in its sole discretion, without notice, with or without cause, terminate the Software expressly including your failure to comply with this Agreement. You may terminate your use of the Software at any time by providing ForecastRx written notice to firstname.lastname@example.org. Written notice by you must expressly state that you wish to end all use of the Software and wish to have the account(s) deleted. Customers with invoices thirty (30) days past due will automatically have their account suspended by ForecastRx without notice. If, for any reason, this Agreement is terminated you must stop using the Software by the end of the current billing cycle. At that time any outstanding payment will become due for the month of termination. All copies of the Software must immediately be destroyed. ForecastRx retains discretion to delete without notification, all information both personal and non-personal for terminated accounts. Termination shall not affect the Agreement as it pertains to Payment, Content, Warranties, Limitation of Liability, Indemnity, and other applicable General Provisions.
Force Majeure. ForecastRx shall not be liable for any delay or failure in performance resulting from acts beyond its control, including, but not limited to acts of God, acts of war, fire, flood, or other disaster, acts of government, communication line or power failures.
Complete Agreement. This Agreement contains the complete and exclusive statement of the Agreement between you and ForecastRx with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, negotiations, representations or warranties of any kind, whether oral or written. There shall be no waiver or modification of the terms of this Agreement except in writing.
Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.
Mediation/Arbitration. The parties to this Agreement expressly waive the right to trial any claim or controversy in state or federal court. Instead, parties herein agree that the sole remedy for disputes arising out of this Agreement shall be as follows:,1) The parties must first submit to mediation in Hartford, Connecticut under the Commercial Mediation Rules of the American Arbitration Association; 2) In the event that such mediation fails, then the aggrieved party may request that the claim, controversy or cause of action be submitted to binding arbitration in Hartford, Connecticut, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in Hartford, Connecticut.
Trademarks. You shall not use the name, logo, or other trademarked material of ForecastRx or any third party associated with the Software, without prior written approval of ForecastRx or the third party, for any purpose, including but not limited to advertising and marketing purposes. In addition, you must not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained with the Software without prior written approval of ForecastRx.
Governing Law. This Agreement shall be interpreted under the laws of the State of Connecticut. The parties agree to the extent applicable to submit to the exclusive jurisdiction of the courts of the State of Connecticut which shall be the proper forum and venue.
Acceptance. The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound by them. This Agreement is accepted by and effective upon Customers use of the Software.