Last Revised: June 16, 2016
Please read carefully before using the Prescient Medicine website, mobile applications or underlying software and services.
Welcome to the our Services. Prescient Medicine is a password-protected web portal to be used by Health Care Providers who use its toxicology or pharmacogenomic testing services. Through Prescient Medicine's web portal, Health Care Providers can access a ToxScript Profile™ or Prescript Profile™ containing patient laboratory results.
You may use the Site and Software with a supported web browser or a mobile device application only after You have registered as a user. Prior to accessing the Site and Software through a supported mobile device application, You must download the Application from our website please contact ClientServices@prescientmedicine.com.
The Services are offered and available to Health Care Providers who are 18 years of age or older. By using the Services, You represent and warrant that You are of legal age to form a binding contract with Prescient Medicine and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Services. Prescient Medicine makes no representation that the information and services provided on the Site and/or Applications or through the Services are applicable to, appropriate for, or available in all territories. Accessing the Services from territories where the content is illegal is prohibited.
Affiliate means a company which controls, is controlled by, or is under common control with Prescient Medicine.
Application shall have the meaning set forth in the Introduction.
Documents or Documentation shall have the meaning set forth in the Introduction.
Health Care Provider means an individual or institutional health care provider who has contracted with Prescient Medicine for toxicology or pharmacogenonomic testing services.
IP Rights mean (i) patents, pending patent applications, designs, Trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information, now existing or hereafter created or acquired, including any and all ownership of the derivative works created therefrom; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.
Materials shall have the meaning set forth in the Introduction.
Password means a code You select, which, in combination with the User ID, gives You access to Your User Account.
Permissible Commercial Use. Permissible Commercial Use means Your use of the Site, Applications, Software or Services for the limited purpose of communication with Prescient Medicine in furtherance of patient care. Unless otherwise legally permissible, additional commercial use of the Site, Applications, Software or Services is strictly prohibited without the written permission of Prescient Medicine.
Prescient Medicine means Prescient Medicine Holdings LLC, alimited liability company organized in the State of Delaware, with a registered address at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, and a place of business located at 1214 Research Blvd. Hummelstown, PA 17036, with its Affiliates and a laboratory located at 1214 Research Blvd. Hummelstown, PA 17036.
Prescript Profile™ means the pharmacogenomics report created by Prescient Medicine for a Health Care Provider with respect to a particular patient based on testing of a patient sample.
Services shall have the meaning set forth in the Introduction.
Site shall have the meaning set forth in the Introduction.
Software shall have the meaning set forth in the Introduction.
Taxes shall have the meaning set forth in Section 5.2.
ToxScript Profile™ means the toxicology report created by Prescient Medicine for a Health Care Provider with respect to a particular patient based on testing of a patient sample.
Trademarks mean Prescient Medicine's names, registered trademarks, marks used in commerce, logos, and all related names, logos, product and service names, designs and slogans are trademarks of Prescient Medicine or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on or included in the Site, Applications, Software or Services are the trademarks of their respective owners.
User Account means the account, accessible with Your User ID and Password, that Prescient Medicine creates for Your use of the Site pursuant to a Health Care Provider’s instruction and authorization.
User ID means an identification code You select, which in combination with the Password, gives access to Your User Account.
You shall have the meaning set forth in the Introduction.
4. License and Services
4.3 Except as Prescient Medicine specifically agrees in writing, You shall be solely responsible for the selection, implementation, and performance of any and all third party equipment, software and telecommunication equipment and services with which You choose to access the Services.
5. Terms of Prescient Medicine Services
5.1 Prescient Medicine Services
(b) PERPETUAL SUBSCRIPTION. YOUR SUBSCRIPTION IS PERPETUAL, SUBJECT TO PRESCIENT MEDICINE CANCELING, IN ITS SOLE DISCRETION, OR NO LONGER OFFERING THE SUBSCRIPTION, OR TERMINATION IN ACCORDANCE WITH SECTION 11.
5.2 Fees; Payment for Purchases
(b) Taxes. Unless otherwise stated, Prescient Medicine is not responsible for any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, in connection with Your payment of fees for the Services (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Prescient Medicine has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Prescient Medicine is solely responsible for taxes assessable against Prescient Medicine based on its income, property and employees.
6. Use of the Site, Applications, Software and Services
6.1 You agree that:
(b) You affirm that You are over the age of 18. If You are under 18 years of age, You are prohibited from access or using the Services, including the Site, Applications and underlying Software.
(c) You will ensure that any information You provide to Prescient Medicine or transmit through use of the Services, is true, accurate, current and complete.
(d) You affirm that you have an established relationship with a Health Care Provider and any of its patients whose information is contained in a ToxScript Profile™ and/or Prescript Profile™, and that such relationship is governed by a HIPAA-compliant Notice of Privacy Practices and any other applicable federal and state laws, rules and regulations. You further affirm that, in accordance with Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and regulations promulgated thereunder by the U.S. Department of Health and Human Services including the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164 of the Code of Federal Regulations, Subpart A & E ("Privacy Rule"), the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A & C ("Security Rule"), the requirements of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 and regulations promulgated thereunder ("HITECH") (collectively, "HIPAA"), and applicable federal and state laws governing privacy and security of individually identifiable information, You have a right to utilize our Services, including any access to, use and/or disclosure of information obtained therefrom. You understand and affirm that any such access, use or disclosure of information accessible through our Services to You, including, without limitation, information contained in the ToxScript Profile™ and/or Prescript Profile™, is governed by the Services agreement entered into between a Health Care Provider and/or You and Prescient Medicine as well as any ancillary agreements, including, without limitation, applicable Business Associate Agreement(s).
6.2 Prohibited Uses
(a) You agree not to use, or permit any other person to use, the Site, Applications, underlying Software or Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, HIPAA, the HITECH Act, any laws regarding privacy and security of individually identifiable information, and any laws regarding the export of data or software to and from the United States or other countries).
- In breach of any legal duty owed to a third party by You, including, without limitation, a contractual duty, employment obligation or a duty of confidence.
- To commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts.
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
- To impersonate or attempt to impersonate Prescient Medicine, a Prescient Medicine employee, another user or any other person or entity, including, without limitation, by using e-mail addresses or user names associated with any of the foregoing.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, Applications, Software, or Services, or which, as determined by Prescient Medicine, may harm Prescient Medicine or users of the Site, Applications, Software, or Services or expose any of them to liability.
- To transmit harassing, abusive, libelous, illegal or deceptive messages or information, or unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services.
(b) You agree not to:
- Use the Site, Applications, Software or Services in any manner that could disable, overburden, damage, or impair the Site or Applications or interfere with any other party's use of the Site, Applications, Software, or Services, including other parties' ability to engage in real time activities through the Site or Applications.
- Use any robot, spider or other automatic device, process or means to access the Site or Applications for any purpose, including monitoring or copying any of the material on the Site or Applications.
- Use any manual process to monitor or copy any of the material on the Site or Applications for any unauthorized purpose without the prior written consent of Prescient Medicine.
- Use any device, software or routine that interferes with the proper working of the Site or Applications.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, Applications, server on which the Site and Applications is stored, or any server, computer or database connected to the Site or Applications.
- Attack the Site or Applications via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Site or Applications.
(c) You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Applications,underlying Software, Materials, Documentation or Your permissible use of the Services.
(d) You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the IP Rights, Site, Applications, Software, Services, or any part thereof except to the extent required by law.
6.3 Reliability of Content
With the exception of the information presented in a ToxScript Profile™ or Prescript Profile™, or other laboratory report created by Prescient Medicine with respect to a particular patient based on testing of a patient sample, the information presented by Prescient Medicine on or through the Site, Applications, Software, and Services is made available solely for general information purposes and Prescient Medicine does not warrant the accuracy, completeness or usefulness of such information. Any reliance You place on such information is strictly at Your own risk. Prescient Medicine disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Site or Applications, or by anyone whom You may inform of any of its contents.
6.4 Not Medical Advice
Prescient Medicine does not offer medical advice or diagnoses or engage in the practice of medicine. The Services are not intended to be a substitute for professional medical advice, diagnosis or treatment and are offered for informational and communication purposes only.
YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR ACTIONS THAT YOU TAKE BASED ON THE INFORMATION OR MATERIALS TRANSMITTED OR AVAILABLE THROUGH THE SITE, APPLICATIONS, SOFTWARE, AND/OR SERVICES. RELIANCE ON ANY SUCH INFORMATION, DOCUMENTATION OR MATERIALS IS SOLELY AT YOUR OWN RISK.
IF YOU HAVE A MEDICAL EMERGENCY IN THE UNITED STATES, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) TO GET PROMPT MEDICAL ATTENTION. IF SUCH MEDICAL EMERGENCY OCCURS OUTSIDE OF THE UNITED STATES, PLEASE IMMEDIATELY CALL THE APPLICABLE EMERGENCY PERSONNEL NUMBER TO GET PROMPT MEDICAL ATTENTION. DO NOT RELY ON ELECTRONIC COMMUNICATIONS FOR ASSISTANCE IN REGARD TO IMMEDIATE, URGENT MEDICAL NEEDS. PRESCIENT MEDICINE’S EMAIL ADDRESS IS NOT DESIGNED TO FACILITATE MEDICAL EMERGENCIES. PRESCIENT MEDICINE CANNOT GUARANTEE RESPONSE TIMES IF YOU CHOOSE TO EMAIL PRESCIENT MEDICINE IN THE EVENT OF A MEDICAL EMERGENCY.
6.5 External Links from Site
If the Site, Applications, Software, Materials, Documents or other Prescient Medicine communications contain links to external websites, applications and/or resources provided by third parties, these links are provided for Your convenience only. External links may include, but are not limited to, links contained in advertisements, including banner advertisements and sponsored links. Prescient Medicine has no control over the content of those externally linked websites, applications and resources, and Prescient Medicine accepts no responsibility for such content or for any loss or damage that may arise from Your use of the externally linked websites, applications, resources and corresponding content. If You decide to access any third party websites, applications or resources linked to the Site, Applications, Software, Materials, or Documents, You do so entirely at Your own risk and subject to the terms and conditions of use for such externally linked websites, applications and resources.
7. Online Purchases and Other Transactions
All purchases through the Site and/or Applications or other transactions for the sale of Software or Services formed through the Site and/or Applicationsas a result of visits made by You are governed by the Terms of Prescient Medicine Services, Article 5.
8. IP Rights
8.1 Exclusive Ownership
(a) The Materials are owned by Prescient Medicine, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- Temporary computer storage of copies of such information in RAM incidental to accessing or viewing the information;
- Files automatically cached by Your Web browser for display enhancement;
(d) You must not (i) modify copies of any Materials from the Prescient Medicine Site, Applications, Software or Documentation; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any IP Rights, including, without limitation copyright, trademark, or other proprietary rights notices from copies of materials from the Prescient Medicine Site, Applications, Software, Materials or Documentation.
8.2 No Removal of Notices: You shall not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Prescient Medicine rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any Materials.
10. Your Privacy.
11. Term and Termination.
(a) You fail to comply with or perform a term or condition herein, including the failure to pay any fees when due;
(b) You interfere with Prescient Medicine customer service or business operations; or
11.3 Termination Without Breach. In addition, Prescient Medicine may terminate Your right to use the Site, Applications, Software, Materials, Documentationand/or Services without any liability whatsoever if:
(a) Prescient Medicine is prevented from providing any portion or all of the Site, Applications, Software, Materials, Documentationand/or Services by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body; or
(b) The provider of the technology used in conjunction with compatible devices ceases to make the technology available to users of the Prescient Medicine Site and/or Applications, including the underlying Software.
11.4 Upon termination of Your rights as provided in this Section, You will cease all use of the Site, Applications, Software, Materials, and Documentationand Prescient Medicine shall cease to provide the Services.
13. Access and Account Security
(a) Prescient Medicine reserves the right to amend the Site, Applications, Software, Materials, Documentation and/or Services it provides to You in its sole discretion without notice. Prescient Medicine will not be liable if, for any reason, all or any part of the Site, Applications, Software, Materials, Documentation and/or Services Prescient Medicine provides to You is out of date or unavailable at any time or for any period. From time to time, Prescient Medicine may restrict access to some parts of the Site, Applications,Software, Materials, Documentation and/or Services, or the entire Site, Applications, Software, Materials, Documentation and/or Services to users, including registered users.
(d) If You choose, or are provided with, a User ID, Password or any other identifier or information as part of the Prescient Medicine security procedures, You agree to treat such identifiers and information as confidential, and You agree not to disclose it or them to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to the Site, Applications, or Services using Your User ID, Password or other security identifiers or information. You agree to ensure that You exit from Your User account at the end of each session.
You agree to notify Prescient Medicine immediately of any unauthorized access to or use of Your User ID or Password or any other breach of security.
15. DISCLAIMER OF WARRANTIES.
15.1 You understand that Prescient Medicine cannot and does not guarantee or warrant that files available for downloading from the Internet, the Site or the Applications will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Prescient Medicine Site and Applications for any reconstruction of any lost data. PRESCIENT MEDICINE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE DEVICE(S), COMPUTER PROGRAMS, SOFTWARE, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED THEREON, OR ON ANY WEBSITE LINKED THEREIN.
15.3 WITHOUT LIMITING THE FOREGOING, NEITHER PRESCIENT MEDICINE NOR ANYONE ASSOCIATED WITH PRESCIENT MEDICINE REPRESENTS OR WARRANTS THAT THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE AND UNDERLYING SOFTWARE OR THE CLOUD THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
15.4 YOU ACKNOWLEDGE AND AGREE THAT PRESCIENT MEDICINE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SITE, APPLICATIONS OR UNDERLYING SOFTWARE IF YOUR DEVICE IS UNREACHABLE (i.e., OUT OF CELLULAR COVERAGE, POWERED OFF, WITHOUT INTERNET CONNECTION, ETC.). PRESCIENT MEDICINE WILL ATTEMPT TO TRANSMIT DATA FOR UP TO EIGHT (8) HOURS. THE SITE, APPLICATIONS,SOFTWARE, AND SERVICES ARE NOT A GUARANTEED MEANS OF NOTIFICATION.
16. LIMITATION OF LIABILITY.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Force Majeure.
20. General Provisions.
20.2 No Waiver. Waiver by You or Prescient Medicine of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.
20.4 Geographic Restrictions. Prescient Medicine is organized in the state of Delaware, USA. Prescient Medicine provides the Site, Applications, Software, Materials, Documents and Services for use only by persons residing in the United States. Prescient Medicine makes no claims that the Site, Applications, Software, Materials, Documents or Services, or any content therefrom, is accessible or appropriate outside of the United States. Access to the Site, Applications, Software, Materials, Documents and Services may not be legal by certain persons or in certain countries. If You access the Site, Applications, Software and/or Services from outside of the United States, You do so on Your own initiative and risk and You are solely responsible for compliance with local laws and regulations.
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