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Rx.co Claims Manager Terms of Use

These Terms were last updated on August 7, 2026.

BY CHECKING ANY ACCEPTANCE BOXES, CLICKING ANY ACCEPTANCE BUTTONS, SUBMITTING ANY TEXT, E-MAILS OR CONTENT, OR BY ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT AND THESE TERMS, INCLUDING OUR PRIVACY POLICY AT HTTPS://RX.CO/PRIVACY; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ACCESS OR USE THE SERVICES ON BEHALF OF A RX.CO OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO AND THAT SUCH ENTITY AGREES TO THESE TERMS. ADDITIONAL OR SUPPLEMENTAL TERMS MAY APPLY TO SPECIFIC SERVICES, EVENTS, OR PROGRAMS. THOSE SUPPLEMENTAL TERMS ARE INCORPORATED INTO THESE PROVISIONS AND WILL CONTROL IN THE EVENT OF A CONFLICT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

IMPORTANT LEGAL NOTICE: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY. IT REQUIRES THAT ANY DISPUTE OR CLAIM BETWEEN YOU AND RX.CO BE RESOLVED SOLELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, RATHER THAN BY A JURY TRIAL OR CLASS ACTION. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT AND THE CONSEQUENCES OF THIS PROVISION.

Rx.co may update these Terms from time to time. Any amendments will take effect upon posting of the revised Terms. Your continued access to or use of Claims Manager after such posting constitutes your acceptance of the amended Terms.

Rx.co's collection and use of personal information in connection with Claims Manager are governed by its Privacy Policy, found at https://rx.co/privacy.

Arbitration Agreement

Any dispute, controversy or claim that you may have against Rx.co arising out of, relating to or in connection with this contract, including the breach, termination, or validity thereof, shall be resolved on an individual basis by final and binding arbitration. You irrevocably waive any right to initiate, participate in, or obtain relief from any class, collective, consolidated, or representative action against Rx.co, whether existing or future, and whether brought by you or by any other individual or entity.

The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction without any need to refer such matters first to a court and all issues regarding arbitrability shall be decided solely by the arbitrator and not in a court of law. For the avoidance of doubt, the scope of arbitration includes federal and state statutory and common law claims, including under consumer protection laws and principles.

The arbitrator shall have the power to grant any provisional or final remedy or relief that it deems appropriate, including an award of attorneys' fees.

The parties expressly waive and forego any right to punitive, exemplary, or similar damages unless any applicable law(s) requires that compensatory damages be increased in a specified manner.

The parties further agree that judgment may be entered upon the award by any court having jurisdiction.

You acknowledge and agree that you and Rx.co each waive the right to a trial by jury and the right to participate as a plaintiff or class member in any class, collective, consolidated, or representative action or proceeding. Unless you and Rx.co agree otherwise in writing, any arbitration shall be conducted solely on an individual basis and not as part of any class, collective, consolidated, or representative proceeding. Notwithstanding the foregoing, you and Rx.co each retain the right to bring an individual action in small claims court and 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.

The place of arbitration shall be the county where you reside.

The language of the arbitration shall be English.

The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA Consumer Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes regarding the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, these Terms, or any other agreement between you and Rx.co (collectively the ("Terms"), including any claim that any part or portion is void or voidable. The Arbitrator shall also determine all threshold issues of arbitrability, including whether these Terms are unconscionable or illusory, and any defenses to arbitration such as waiver, delay, laches, or estoppel.

Notwithstanding any contrary choice-of-law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), governs its interpretation, enforcement, and arbitral proceedings. To the fullest extent permitted by law, the FAA and the AAA Rules shall preempt any inconsistent state law. If the FAA and AAA Rules are determined not to apply to any issue arising under this Arbitration Agreement or its enforcement, such issue shall be governed by the laws of the State of Delaware.

A party seeking to initiate arbitration must provide the other party with a written Demand for Arbitration in accordance with the AAA Rules. A form Demand for Arbitration is available at www.adr.org. The Arbitrator shall be either (1) a retired judge or (2) an attorney licensed to practice law in the state where you reside, selected by mutual agreement of the parties from the AAA's roster of consumer dispute arbitrators. If the parties do not agree on an Arbitrator within seven (7) days after delivery of the Demand for Arbitration, the AAA shall appoint the Arbitrator in accordance with the AAA Rules.

Unless you and Rx.co agree otherwise, the arbitration shall take place in the county of your residence. If your claim is less than the small claims threshold in Delaware or $25,000 (i.e. whichever is less), the arbitration will be conducted solely on the basis of written submissions, unless you request a hearing or the Arbitrator determines that a hearing is necessary. For claims exceeding the small claims threshold in Delaware or $25,000, the right to a hearing will be determined in accordance with the AAA Rules. Subject to those Rules, the Arbitrator shall have discretion to allow a reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.

If a vacancy of an arbitrator arises, the vacancy shall be filled by the same procedure set forth above.

The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitrator, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.

The arbitrator shall decide the procedures to be followed in the arbitration after consultation with the parties, but If the parties do not agree on the procedures within seven (7) days after delivery of a proposal for procedures from one Party to the other Party, the Arbitrator shall decide the procedures as specified by the AAA Rules. Judgment on the award may be entered in any court of competent jurisdiction. The Arbitrator may grant 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. The Arbitrator's decision shall be final and binding on all parties.

Your obligation to pay any AAA filing, administrative, or arbitrator fees shall be governed by the AAA Rules. However, if your claim for damages does not exceed $75,000, Rx.co will pay all such fees unless the Arbitrator determines that the substance of your claim or the relief sought was frivolous or brought for an improper purpose, as defined under Federal Rule of Civil Procedure 11(b).

If any part of this Arbitration Agreement is found unenforceable or unlawful for any reason: the unenforceable or unlawful provision shall be severed from these Terms; second, severance shall not affect the validity or enforceability of the remaining provisions of this Arbitration Agreement or the parties' ability to compel arbitration of any remaining individual claims; and third, the extent any claims must proceed on a class, collective, consolidated, or representative basis, such claims shall be litigated in a court of competent jurisdiction rather than in arbitration. The parties agree that litigation of those claims shall be stayed pending the resolution of any individual claims in arbitration.

Claims Manager Services

Rx.co Cash Card is a platform that aggregates prescription discounts and pricing information that are free to access for individuals. Claims Manager also send marketing directly to individuals via text, email, and other modes. By accessing or using Claims Manager, you confirm your agreement to be bound by these Terms.

Rx.co's Cash Card prescription discounts are not insurance and cannot be combined with federal or state-funded programs like Medicare or Medicaid. Rx.co's Cash Card prescription discounts can be used instead of, but not in conjunction with, health insurance and are not intended as a substitute for health insurance. The range of the discounts will vary depending on the prescription drug and the participating pharmacy. Rx.co only provides discounts from participating pharmacies. Individuals are required to pay for all prescription drugs at the time of purchase. RX.co PRESCRIPTION DISCOUNTS AND COUPONS DO NOT MEET MINIMUM CREDITABLE COVERAGE REQUIREMENTS UNDER STATE HEALTHCARE COVERAGE REGULATIONS.

Please note that cash payments that patients make for medications using Rx.co's prescription discounts and coupons may not count toward an individual's prescription drug coverage out of pocket costs, but individuals can confirm that by contacting the individual's own coverage provider. If an individual is a Medicare Part D beneficiary, cash payments made using Rx's prescription discounts will not count toward the patient's Medicare Part D cost-sharing obligation. Rx.co prescription discounts cannot be combined with federal or state-funded programs like Medicare or Medicaid.

Rx.co is a Delaware limited liability company, and the Services are intended solely for use by individuals in the United States. We do not target users in other jurisdictions and make no representation that the Services or content is appropriate for use outside the United States.

Definitions

For purposes of this Agreement or the Terms, the following terms have the following meanings:

(a) "Authorized User" means You, Your employees, consultants, contractors, and agents who are authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement.

(b) "Your Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of You or an Authorized User through the Services.

(c) "Documentation" means Rx.co's user manuals, handbooks, and guides relating to the Services provided by Rx.co to You either electronically or in hard copy form.

(d) "Rx.co IP" means the Services, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing. For the avoidance of doubt, Rx.co IP does not include Your Data.

Access and Use

Provision of Access

Rx.co hereby grants You a non-exclusive, non-transferable (except in compliance with Section 23) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Your personal use or, for business entities, Your company's internal use. Rx.co shall provide You the necessary passwords and network links or connections to allow You or Your Authorized Users to access the Services promptly following the Effective Date. The total number of Authorized Users will not exceed the number set forth in the Base Agreement Terms Section , except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

The Services are intended for use by individuals and healthcare professionals. The information available through the Services is provided for informational purposes only and is not a substitute for professional judgment in diagnosing or treating patients. You are solely responsible for evaluating and using any information obtained through the Services and for the consequences of your decisions. Your use of the Services and any related information is entirely at your own risk. Rx.co and its licensors are not responsible or liable for any claims, losses, or damages arising from such use.

You may have the opportunity to access or send patients coupons or other materials through the Services. You acknowledge that Rx.co is not acting as your Business Associate under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), or related regulations.

You agree to indemnify, defend, and hold harmless Rx.co, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of the Services or any products or services obtained through them;
  • Your breach of these Terms;
  • Your violation of any third-party rights; or
  • Your violation or alleged violation of any applicable law or regulation, including without limitation HIPAA, HITECH, the Telephone Consumer Protection Act of 1991, and the California Consumer Privacy Act of 2018, each as amended from time to time.

Rx.co reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with Rx.co in asserting all available defenses.

Rx.co does not engage in the practice of medicine or the provision of healthcare services. The Services do not recommend or endorse any specific drugs, tests, healthcare providers, products, procedures, opinions, or "off-label" drug uses, and Rx.co assumes no responsibility for the accuracy or reliability of any such information.

Documentation License

Rx.co hereby grants to You a non-exclusive, non-sublicensable, non-transferable (except in compliance with 23) license to use the Services.

Use Restrictions

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any manner that violates federal, state, or local law, regulation, or professional rule applicable to You or your use of the Service, including, without limitation, laws relating to patient privacy, medical care, or communications (such as HIPAA, the Stark Law, or the Telephone Consumer Protection Act).
  • In a way that violates or conflicts with any agreement to which You are a party, including agreements with Your employer.
  • To impersonate any person or entity, or misrepresent Your identity or affiliation.
  • To disable, overburden, damage, or impair any component of the Service.
  • To transmit advertising or promotional materials without our prior written consent, including "junk mail," "spam," "chain letters," or similar solicitations.
  • To engage in conduct that restricts or inhibits anyone's use or enjoyment of the Services, or that may harm Rx.co or other users, as determined by Rx.co.

You further agree not to:

  • Reuse, republish, or copy any content made available through the Services without Rx.co's express written consent.
  • Copy or scrape content from the Services for commercial purposes.
  • Attempt to gain unauthorized access to, interfere with, or disrupt the Service or any Rx.co system, software, or network, including by reverse engineering, decompiling, or uploading malicious code.
  • Probe, scan, or test the vulnerability of the Service or any related system or security feature.
  • Use any automated means (including bots, scripts, or scrapers) to access or collect information from Rx.co's Services.
  • Monitor the availability, performance, or functionality of the Service for any competitive purpose.
  • Use or infringe upon Rx.co's brands, logos, trademarks, or proprietary marks without express written permission.
  • Introduce any virus, trojan horse, worm, or other malicious or harmful material.
  • Otherwise interfere with the proper functioning of the Services or any part thereof.

Service Levels

We make reasonable efforts to keep the Services fully operational. However, technical issues, maintenance, or updates may occasionally cause temporary interruptions. Rx.co reserves the right, at any time and without liability, to modify, suspend, or discontinue any aspect of the Services or their features. You understand and agree that Rx.co has no obligation to provide specific content through the Services and may remove or modify content at any time, at its sole discretion.

Fees and Payment

Fees

Customer shall pay Rx.co the fees ("Fees") set forth in the Base Agreement Terms Section 1.2. Rx.co shall invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in Addendum A. Customer shall pay all undisputed invoices within 30 days after Customer's receipt of a proper invoice. Customer shall make all payments hereunder in US dollars.

Payment Disputes

Customer may withhold from payment any and all payments of Fees that Customer disputes in good faith, pending resolution of such dispute, provided that Customer: (i) timely renders all payments and amounts that are not in dispute; (ii) notifies Rx.co of the dispute prior to the due date for payment, specifying in such notice the amount in dispute and the reason for the dispute; (iii) works with Rx.co in good faith to promptly resolve the dispute; and (iv) promptly pays any amount determined to be payable by resolution of the dispute. Rx.co shall not fail to perform any obligation hereunder by reason of Customer's good faith withholding of any Fees in accordance with this Section 4(b).

Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Rx.co's income.

Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 24 months from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Intellectual Property Ownership

Rx.co IP

Customer acknowledges that, as between Customer and Rx.co, Rx.co owns all right, title, and interest, including all intellectual property rights, in and to the Rx.co IP.

Your Data

Rx.co acknowledges that, as between Rx.co and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Your Data. Customer hereby grants to Rx.co a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Your Data solely to the extent necessary for Rx.co to provide the Services to Customer.

Warranties and Warranty Disclaimer

Rx.co warrants that during the Term of this Agreement the Services (i) will be provided in compliance with all applicable laws; and (ii) do not contain any virus or other malicious code.

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER 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.

Restrictions

Except as may be expressly permitted by applicable law or expressly authorized by the Services, you shall not:

  • copy the Services, except as expressly permitted by this license;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
  • use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
  • use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in this Agreement, without Rx.co's prior written consent;
  • frame, mirror, or otherwise incorporate the Services or any portion of the Services as part of any other mobile application, website, or service;
  • use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services; or
  • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; or
  • use the Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

Reservation of Rights

You acknowledge and agree that the Services is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Rx.co and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information

You acknowledge that when you use the Services, Rx.co may use automatic means (including, for example, cookies and web beacons) to collect information about you and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Services is subject to our Privacy Policy at https://rx.co/privacy. By downloading, installing, using, and providing information to or through this Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Content and Services

The Services may provide you with access to Rx.co's website located at https://rx.co (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Services may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy located at https://rx.co/terms and https://rx.co/privacy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Services' features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement. We encourage you to read our Privacy Policy carefully because by accessing and using the Services in any way, you consent to the handling of your personal information as described in the Rx.co Privacy Policy. Note that we may update our Privacy Policy from time to time

Geographic Restrictions

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Updates

Rx.co may from time to time in its sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Rx.co has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

Third-Party Materials

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Rx.co is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Rx.co does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

The term of Agreement commences when you use the Services and will continue in effect until terminated by you or Rx.co as set forth in this Section 15.

You may terminate the Services by following the instructions on the Rx.co website.

Rx.co may terminate this Agreement at any time without notice if it ceases to support Claims Manager, which Rx.co may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination:

  • all rights granted to you under this Agreement will also terminate; and
  • you must cease all use of the Services return or destroy any Rx.co Confidential Information.

Termination will not limit any of Rx.co's rights or remedies at law or in equity.

Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RX.CO, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, RX.CO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 16, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000,000.00, WHICHEVER IS GREATER.

Indemnification

You agree to indemnify, defend, and hold harmless Rx.co and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Services or your breach of this Agreement, including but not limited to the content you submit or make available through this Services.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal or state courts in the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

This Agreement, the Website's Terms of Use, and our Privacy Policy constitute the entire agreement between you and Rx.co with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Assignment

Neither Party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign its rights or delegate its obligations, in whole or in part, without such consent and upon written notice to the other Party, to (i) one or more of its affiliates, or (ii) an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Export Regulation

You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any of Your Data outside the US.

Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.