STANDARD TERMS
- Right to Access and Use of Services and Reports. HDS hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal use in connection with your management of your Prescription Medication Practices, subject to the terms of your Order and these Standard Terms. All rights not expressly granted to you are reserved to HDS. You may provide a copy of each Report to the Participant identified in such Report, however, you may not publish any Report or provide any Report to any third party other than your Authorized Recipients, except as specifically permitted in an Order.
- Usage Restrictions. In addition to any other limitations set forth in these Standard Terms and any Order, you agree not to (i) copy, download, modify or translate any software and/or database hosted as part of the Services in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any software and/or database hosted as part of the Services, or otherwise attempt, to discover the underlying source code of the Services; (iii) tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users, or use the Services to run an outsourcing business; (v) use the Services in violation of any law, regulation, or rule including for any illegal, obscene or threatening purpose; and (vi) use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, (vii) engage in practices of “screen scraping”, “database scraping”, or similar practices; or (viii) use the Services for competitive analysis, or any other purpose that is detrimental to HDS or to its commercial disadvantage.
- Obligations; Data.
3.1 Your Obligations. Only Authorized Users may use the Services, and solely for your internal business purposes. All use of the Services by your Authorized Users must comply with these Standard Terms. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify HDS if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials and you are solely responsible for all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services.
3.2 Your Data. You acknowledge and agree that HDS may use Your Data to provide the Services to you and as otherwise set forth in these Standard Terms. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and/or have all necessary right and permissions in Your Data to permit HDS to use the same in accordance with these Standard Terms without violating the rights of any third party. HDS shall implement and maintain appropriate technical, physical, and organizational controls to secure the Services and to protect the security, confidentiality, and integrity of Your Data.
3.3 Mutual Obligations. Each Party, to the extent applicable, will comply with laws and regulations applicable to the privacy and security of individually identifiable health information, including but not limited to state laws and regulations and the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and/or regulations promulgated thereunder (collectively, “HIPAA Regulations”). To the extent required by HIPAA Regulations, HDS and you may enter a Business Associate Agreement (“BAA”) with mutually acceptable terms. The terms of any BAA between the Parties are incorporated into and made a part of this Agreement, and will further describe the parties’ obligations.
3.4 De-Identified Data. HDS may de-identify Your Data and/or Participant data that is provided by other parties to the Services (“De-Identified Data”) in accordance with HIPAA Regulations, including but not limited to 45 CFR 164.514, and may use such De-Identified Data as permitted by HIPAA Regulations.
- Ancillary Services.
4.1 Free Services. HDS may make Services available to you specifying that the Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) HDS may terminate the use of a Free Services at any time, unless otherwise specified in writing, and HDS will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and HDS will not be liable for such loss.
4.2 Professional Services. HDS may agree to provide you Professional Services as set forth in an Order, subject to these Standard Terms. You agree that you may not publish any Deliverable or to provide any Deliverable to any third party other than your employees, contractors and advisors, except as specifically permitted in an Order.
4.3 Additional Terms. Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by HDS on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms shall prevail.
- Fees; Payment; Renewals.
5.1 Fees; Payment. Fees for the HDS Services are payable as set forth in the applicable Order (“Fees”). Unless otherwise noted on an Order, Services will be invoiced in advance of providing the Services and Professional Service will be invoiced on a time and materials basis monthly in arrears. HDS may increase the Fees for any renewal term by providing you with notice of the impending increase in fees not less than forty-five (45) days prior to the commencement of such renewal term and the resulting increase in fees. Unless otherwise stated in an Order, all fees are non-refundable and non-cancellable.
5.2 Invoices. Invoices are due within thirty (30) days of receipt of the applicable invoice. If you dispute any charges, you must provide written notice to HDS within thirty (30) days of the invoice date. HDS may suspend the HDS Services or terminate these Standard Terms for non-payment by you, as set forth in Section 6. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by HDS for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.
5.3 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify HDS from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing HDS with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify HDS and will pay HDS any additional amounts necessary to ensure that the net amount of payment that HDS receives, after any deduction and withholding, equals the amount of payment HDS would have received if no deduction or withholding had been required. In no event shall you be responsible for any state or federal income taxes imposed on HDS’s income.
- Term & Termination; Suspension.
6.1 Term. These Standard Terms shall continue in full force and effect for the Term. You may terminate these Standard Terms as set forth in the Order or as otherwise described herein.
6.2 Termination for Convenience. Either party may, by giving 90 days written notice in advance to the other party, exit from the agreement and the agreement shall stand terminated on expiry of 90th day from receipt of such notice.
6.3 Termination for Breach. Either you or HDS may terminate an Order or these Standard Terms, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
6.4 Termination or Suspension by HDS. HDS may, at its option, terminate these Standard Terms for cause or suspend the Services if: (i) HDS reasonably believes that the Services are being used in violation of law or the terms of these Standard Terms; (ii) your use of the Services interferes with the normal operations of the Services or other customers’ use of the same; (iii) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which HDS reasonably believes suspension of the Services is necessary to protect the HDS network or HDS’s other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of HDS’s written notice; (v) you breach any obligation relating to HDS’s (or its suppliers’) intellectual property rights; or (vi) you become bankrupt, insolvent, have a receiver appointed for any portion of your business, liquidate, cease to do business, or make a general assignment for the benefit of creditors. HDS will endeavor to give you advance notice of pending suspension or termination, unless HDS determines, in HDS’s reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect HDS, its customers, or others.
6.5 Effect of Termination. Upon termination of these Standard Terms: (i) you will cease using the HDS Services; (ii) each party shall return or destroy all Confidential Information in accordance with Section 7; and (iii) you will permanently delete from any hardware and storage device all downloads and backup copies of any HDS information obtained from the HDS Services. Termination of these Standard Terms will not relieve a party from any accrued payment obligations. HDS will not be liable to you for any claims or damages of any kind arising out of termination of these Standard Terms or suspension of HDS Services in accordance with this Section 6.
- Confidentiality. Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Standard Terms. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. The obligations set forth in this Section 7 shall survive until three (3) years from the termination or expiration of these Standard Terms except with regard to trade secret information which shall be protected for the statutory period. Except as otherwise set forth in these Standard Terms each party shall use commercially reasonable efforts to return to destroy all Confidential Information in accordance with Section 7. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup made in accordance with the Recipient’s legal and financial compliance obligations or security and disaster recovery procedure. Any such retained Confidential Information will remain subject to this Section 7 (Confidentiality).
- Intellectual Property Rights.
8.1 The Services are owned by HDS (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, HDS retains all right, title and interest in and to the HDS Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the HDS Services. Nothing herein shall operate to transfer or convey to you any rights in any HDS Services and/or software hosted as part of the Services. You agree to promptly notify HDS if you become aware of, or suspect any unauthorized, access, use or misuse of the HDS Services. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide HDS with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the HDS Services (“Feedback”), you acknowledge and agree that HDS will be the owner of all such Feedback and may use and incorporate the Feedback into the HDS Services without compensation or attribution to you. Further, HDS retains all intellectual property rights in De-Identified Data.
8.2 All trademarks on or related to the HDS Services are the sole and exclusive property of HDS and are protected by US and international trademark laws. Nothing in these Standard Terms shall give you any right, title, or interest in or to HDS’s trademarks, nor give you any right to use HDS’s trademarks for any purpose without the prior written approval of HDS. You agree that you will do nothing inconsistent with HDS’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of HDS’s trademarks.
- Representations and Warranties; Disclaimers; Reliance on Information.
9.1 HDS warrants that: (i) it has the necessary authority to enter into these Standard Terms, (ii) the Professional Services will substantially perform in accordance with applicable Order. You shall notify HDS of any non-compliance with the foregoing warranties within thirty (30) days after the event giving rise to the breach of warranty occurs. If HDS has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then, with respect to the Professional Services, HDS shall, in its sole discretion, either (1) repair or re-perform such Professional Services (or the defective part) or (2) credit or refund the price of such non-performing Professional Services on a pro-rata basis. This Section 9.1 sets forth your exclusive rights and remedies and HDS’s sole liability in connection with this warranty for Professional Services.
9.2 Each party represents and warrants to the other that: (a) it is not excluded, debarred, or otherwise ineligible to participate in federal health care programs, (b) it has not been convicted of a criminal offense related to the provision of healthcare items or services, and (c) it is not under investigation or otherwise aware of any circumstances which may result in the parties being excluded from participation in a federal healthcare program. Each party shall immediately notify the other party if any of the foregoing representations ceases to be true.
9.3 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE HDS SERVICES ARE PROVIDED “AS-IS”, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HDS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. HDS DOES NOT REPRESENT THAT THE HDS SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE HDS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE HDS SERVICES WILL BE CORRECTED. HDS MAKES NO WARRANTY THAT (I) THE HDS SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR (II) THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFORMANCE.
9.4 HDS is not licensed to provide, and does not provide, any pharmacy, medical, pharmaceutical, or other health-related advice. The recommendations made by HDS for behavioral changes or medication substitutions are only recommendations, and all decisions for any Participant to change Participant’s behaviors or medication are intended to be confirmed by the Participant’s primary care physician.
9.5 The Services may include publicly available content and other content provided by third parties, including materials provided by other users, and third-party licensors, syndicators, aggregators, and/or reporting services. HDS is not responsible, or liable to you or any third party, for the content or accuracy of any such content or results. HDS does not warrant the accuracy, completeness, or usefulness of information provided by the Services. Any reliance you place on such information is strictly at your own risk. HDS disclaims all liability and responsibility arising from any reliance placed on such results by you, or by anyone who may be informed of such results.
- LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HDS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE HDS SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE HDS SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO HDS’S NEGLIGENCE. HDS’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE HDS SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE HDS SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification.
11.1 By HDS. HDS will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the HDS Services infringes or misappropriates the intellectual property rights of a third party; provided that, HDS shall not be required to indemnify you to the extent that the claim was caused by your use of the HDS Services in violation of these Standard Terms or due to your unauthorized modifications or combinations of the HDS Services with and into other technologies or services without HDS’s written consent. If HDS is obligated to indemnify you under this Section 11 or if it reasonably believes it may have liability under this Section 11, HDS may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the HDS Services on a non-infringing basis; or (ii) modify the HDS Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, HDS may discontinue the provisioning of the HDS Services; provided that, it will issue you a pro rata refund or credit for the infringing HDS Services.
11.2 By You. You will indemnify, defend and hold HDS harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the HDS Services, including without limitation the violation of these Standard Terms, or any misappropriation or infringement of intellectual property rights or other claims arising from Your Data, or your Authorized User’s content or data uploaded or otherwise transmitted through the Services.
11.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 11; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.
- Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Standard Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
- Modifications. HDS reserves the right to change or modify the terms of these Standard Terms upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Standard Terms, unless otherwise stated in an Order, shall be effective upon the later of (i) renewal of the subscription term for any subscription-based Services or (ii) thirty (30) days after posting with respect to all other Services. For purpose of this Section 13, the posting of an updated copy of these Standard Terms to the Services shall constitute written notice of the change(s) to these Standard Terms.
- Miscellaneous.
14.1 Notices. Except as otherwise provided herein, notices under these Standard Terms by You to HDS will be deemed to be sufficiently given, effective on the date received, when delivered personally or by overnight express, or nationally recognized courier services, or three (3) business days after mailing when sent by certified or registered mail, postage prepaid to 444 N. Front Street, Suite 101, Columbus, Ohio 43215, which address may be updated from time to time upon written notice to you. You consent to receive from HDS all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. HDS may provide such notices by posting them on the Services or at the email address you provided to HDS.
14.2 The Order together with these Standard Terms and any other terms and conditions incorporated into these Standard Terms by reference constitutes the complete agreement between HDS and you regarding the HDS Services and supersedes all previous communications between the parties relating to the subject matter herein.
14.3 You may not assign these Standard Terms or the rights granted hereunder without HDS’s prior written consent, and any such assignment without consent is void. HDS’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.
14.4 These Standard Terms shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Franklin County, State of Ohio, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against HDS related to your use of the HDS Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Standard Terms. You agree that any claim arising out of or related to these Standard Terms must be brought within two (2) years after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Standard Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
14.5 Each party acknowledges that a breach by a party of Section 7 (Confidentiality) or Section 8 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms to the contrary.
14.6 Portions of the Services may utilize or include third party software, open-source software, and other copyrighted material. Information for such third party or open-source software will be available via a link accessible within the Services. Use of such third party or open-source software is governed exclusively by their respective terms and not by these Standard Terms.
14.7 Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control.
14.8 If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Standard Terms will remain in full force and effect. The waiver by a party of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties’ relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. The captions used in these Standard Terms are for convenience only and are not binding.
14.9 If applicable, and to the extent required by applicable law, the parties shall make available to the Secretary of the U.S. Department of Health and Human Services and the U.S. Comptroller General, and their representatives, until the expiration of four (4) years after the furnishing of services provided under this Agreement, this Agreement and all books, documents, and records necessary to certify the nature and extent of the costs of those services.
- Definitions. Terms not otherwise defined herein shall have the following meanings:
“Access Credentials” means the user identification name and password and/or other access keys or controls for the Services.
“Authorized Users” means individuals authorized by you to use the Services solely on your behalf, which may include, employees, temporary employees, and contractors but no other third parties without HDS’s prior written consent.
“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents, and consultants who require access to the Confidential Information for the purpose set forth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.
“Confidential Information” refers to any proprietary information, software, personal information, data, or know-how of the Discloser that is disclosed under these Standard Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For purposes of clarification, the Services, Documentation and Reports shall be HDS’s Confidential Information, and Your Data shall be your Confidential Information except to the extent that it has been anonymized and aggregated by HDS and is no longer be attributable to you or any Authorized User. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Standard Terms by Recipient; (iii) has rightfully been received by Recipient from a third party without any breach of these Standard Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.
“Documentation” means user manuals, online help files, technical manuals, and other materials published by HDS which describe the Services and its uses, features, specifications, and/or technical requirements.
“HDS Services” means the Services, Professional Services, and any other service provided or controlled by HDS for use with the Services.
“Order” means the ordering document or electronic interface listing the HDS Services that you subscribe to or purchase from HDS. The Order will include a description of the specific services purchased, the associated costs, quality, and other related terms.
“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.
“Participants” means the employer groups and other businesses and organizations and their employees, insureds, and other participants to which the claims data processed through the Services applies.
“Prescription Medication Practices” means the organizational practices for prescription medication usage and cost effectiveness for Participants.
“Reports” means the reports that are generated through the HDS Services that present the results of the Services.
“Services” means the HDS software-as-a-service pharmacy analytics platform, including any Reports, provided to you pursuant to an Order and these Standard Terms, which may be used to identify errors, provide claim verification, and identify potential savings in the use of prescription medications and to provide information that assists in procurement, negotiations, auditing, improvement of Prescription Medication Practices.
“Term” means the period of authorized access and use of the HDS Services as set forth in an Order.
“Your Data” means any information transmitted to the Services by your Authorized Users, including information necessary to set-up your account.