TERMS OF USE - BlackboxRX.com

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ALL ONLINE SUBSCRIPTION PURCHASES ARE FINAL AND NON-REFUNDABLE.

PLEASE REVIEW ALL TERMS OF USE BEFORE SUBMITTING SUBSCRIPTION PAYMENT.

User Agreement

This website is underwritten by Rpharmy, LLC as a service to its customers, shareholders and the general public. Access to and use of this website and any other website that is owned or operated by Rpharmy, LLC or its subsidiaries are subject to the terms set forth in this website terms of use. Reference to "this website" includes this website and any other website that is owned or operated by Rpharmy, LLC or its subsidiaries. BY ACCESSING AND USING ANY PART OF THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS WEBSITE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS, PLEASE PROMPTLY EXIT THE SITE AND YOU MAY NOT ACCESS OR USE ANY PART OF THE WEBSITE. RPHARMY, LLC RESERVES THE RIGHT TO MODIFY THESE TERMS AT ANY TIME AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS OR REVISIONS.

Copyright Notice

This website, including all text and graphics, the selection, arrangement, and presentation of all materials (including information in the public domain), and the overall design are protected by copyright and other intellectual property laws.

1. use is for informational, non-commercial purposes only;
2. the material may not be modified in any way;
3. no graphics available from this website may be used separately from the accompanying text;
4. no unauthorized copy may be made of any BlackBoxRX, LLC trademark; and
5. any copy of any portion of the material must contain the following copyright notice:
   Copyright © 2024 Rpharmy, LLC. All rights reserved.

Modification of the documents, related graphics and materials or use of the documents, related graphics and materials for any other purpose is a violation of Rpharmy, LLC's copyright and other intellectual property rights. The use of any documents, related graphics and materials from this website on any other website or any networked computer environment is prohibited.

Ownership of Materials

Any product, process or technology described in this website may be the subject of other intellectual property rights reserved by BlackBoxRX, LLC. Nothing contained under this website terms of use shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, trademark or other intellectual property right of BlackBoxRX, LLC or any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any BlackBoxRX, LLC copyright. Any rights not expressly granted herein are reserved.

Trademarks

Rpharmy, LLC, the BlackboxRX logo, and other names of Rpharmy, LLC and Rpharmy, LLC products referenced in this website are registered trademarks or other trademarks, service marks or trade names of Rpharmy, LLC. No license to use any of these trademarks is given or implied. Rpharmy, LLC's trademarks may be used only with permission from Rpharmy, LLC. All other trademarks or trade names referenced on this website are the property of their respective owners.

DISCLAIMER

ALL MATERIALS IN THIS WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RPHARMY, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT OR OTHERWISE. RPHARMY, LLC DOES NOT WARRANT THAT THE WEBSITE OR THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER(S) THAT MAKES THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RPHARMY, LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE MATERIALS ON THIS WEBSITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. RPHARMY, LLC DOES NOT REPRESENT OR WARRANT THAT ANY MATERIAL IN THIS WEBSITE IS CORRECT, COMPLETE, OR UP-TO-DATE. RPHARMY, LLC MAY CHANGE OR DELETE MATERIAL ON THIS WEBSITE WITHOUT NOTICE AT ANY TIME. USE OF THESE MATERIALS IS AT THE USER'S OWN RISK. ELECTRONIC MAIL SENT TO THIS SITE ON THE INTERNET IS NOT SECURE, AND USERS SHOULD AVOID SENDING SENSITIVE OR CONFIDENTIAL INFORMATION IN UNENCRYPTED MESSAGES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL RPHARMY, LLC, ITS SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES OR LICENSEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES ARISING OUT OF OR CONNECTED TO THE AVAILABILITY, USE, RELIANCE ON OR LIABILITY TO USE OF THIS WEBSITE OR USE OF ANY MATERIAL FROM THIS WEBSITE, OR ARISING OUT OF OR CONNECTED TO ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION CONTAINED IN THIS WEBSITE. IN NO EVENT SHALL RPHARMY, LLC'S TOTAL LIABILITY FOR CLAIMS, DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY THE USER, IF ANY, FOR ACCESSING THIS WEBSITE.

Links to Other Materials

This website may contain links to other resources or Web sites on the Internet ("Third Party Sites"). Third Party Sites are not under the control of Rpharmy, LLC and Rpharmy, LLC is not responsible for the content of any Third Party Sites. Rpharmy, LLC reserves the right to terminate any link or linking program at any time. Links are provided as aids to help identify and locate other Internet resources of interest. They are not intended to state or imply that Rpharmy, LLC sponsors, endorses or is affiliated or associated with the owners or publishers of such resources, or that Rpharmy, LLC is legally authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the Third Party Sites. If you decide to access any of the Third Party Sites linked to this website, you do so entirely at your own risk.

Jurisdiction and Applicable Laws

This Web site terms of use shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Travis County, TX and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Rpharmy, LLC makes no representation that the materials in the website are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this website from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export anymaterials from this Web site in violation of U.S.export laws and regulations.

General

Rpharmy, LLC may revise these website terms of use at any time by updating this posting. You should visit this website from time to time to review the then-current website terms of use because they are binding on you. Certain provisions of the website terms of use may be superseded by expressly designated legal notices or terms located on particular pages at this website. You agree that your accessing and using this website is the functional equivalent of your signature and you hereby waive any objection to electronic assent to this agreement, whether based on the Statute of Frauds or similar law, rule, or regulation. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

A.        Rpharmy, LLC has developed a database which contains data (the “Data”) which it makes available by internet access and/or in compiled form (the “Database”) for a fee, as permitted by applicable law, and may provide other content and/or updates relating to the Database (collectively the “BlackboxRx Information”).

 

B.        Rpharmy, LLC has developed a software program to access the Database and the other BlackboxRx Information (the “Software”).

 

C.        User has requested access to and license to use certain portions of the BlackboxRx Information and the Software for the consideration and on the terms set forth below, and Rpharmy, LLC has agreed to provide the BlackboxRx Information and the Software subject to the terms and representations set forth below.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants and the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Incorporation of Recitals

.  The foregoing recitals are incorporated into and made a part of this Agreement as if fully set forth herein.

1. Subscription and License

.  Subject to the terms set forth in this Agreement,  Rpharmy, LLC hereby grants to User a non­exclusive, non­transferable and limited license to use and access the BlackboxRx Information through: a) over the internet using one or more IP addresses designated by Rpharmy, LLC (“Online Access”); .  The Blackbox Rx Information may be used solely for professional purposes within the User’s facilities.  Rpharmy, LLC is furnishing the BlackboxRx Information with all rights reserved and User acknowledges that the title, copyright and all other rights to the Database, the Software or the other BlackboxRx Information remain with Rpharmy, LLC.

1. Restrictions

.  User may not use, copy, modify, or transfer the BlackboxRx Information, or any copy thereof, in whole or in part, except as expressly provided in this Agreement.  Neither User nor any Authorized User (as defined below) shall have any right, title or interest in the Database, the Software or the other BlackboxRx Information, except as expressly provided herein. Except as provided in this Agreement, neither the User nor any Authorized User shall copy, reproduce, duplicate, publish, disclose, distribute, license, sublicense, relicense, use as the basis for a derivative database, assign, release, transfer, sell or otherwise make all or any part of the BlackboxRx Information available to any other organization or person in any form or manner whatsoever. Rpharmy, LLC reserves the right to withdraw from the Data any item or part of an item for which a) it no longer retains ownership rights, b) which it has reasonable grounds to believe infringes upon any copyright or other intellectual property right of any third party or is unlawful or otherwise objectionable, or c) for which Rpharmy, LLC reasonably believes that User has failed to adequately protect Black Box RX’s title, copyright and other rights.  User may not reverse engineer, disassemble, decompile, or translate the BlackboxRx Information, or otherwise attempt to derive the source code of the BlackboxRx Information or the Software, or authorize any third party to do any of the foregoing.  User is prohibited from developing, selling or distributing applications that are capable of launching, being launched from, or are otherwise integrated with, the BlackboxRx Information without the express prior written consent of Rpharmy, LLC.  User may not rent, lease, loan, resell for profit, distribute, sublicense or use in a time-sharing arrangement the BlackboxRx Information, or any part thereof without the prior written consent of Rpharmy, LLC.

1. Ownership

.  Neither the User nor any Authorized User shall have any right, title or interest in the Database, the other Black Box Information or the Software, except as expressly provided herein.

1. Users and Authorized Users

.  The User will permit only Authorized Users to access the Database, the Software and the other BlackboxRx Information.  For purposes this Agreement “Authorized Users” means a) in the case of Users organized as corporations, the User’s employees, b) in the case of Users organized as partnerships, the  User’s employees and partners, and c) in the case of Users organized as limited liability companies, the User’s employees and members.  In all events such person must be in compliance with this agreement, be covered by the applicable fee paid by the User, and have been issued a username and password (if applicable). 

1. Access to and Use of Database

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(a)                If this Agreement relates to Online Access, each Authorized User shall access the Database via the Black Box RX’s website through the use of a user ID and password or designated IP. Each User and Authorized User are responsible for establishing and providing its/their own connection to the Rpharmy, LLC website. 

(b)               User and each Authorized User are solely responsible for their respective use of the Database. User and each Authorized User agree that they will not use the Database for any illegal purpose, in infringement of copyright, trademark, intellectual property or propriety rights or laws, or in any manner of for any purpose that interferes with or disrupts other users, services or equipment, including other Rpharmy, LLC users, services and equipment.

(c)                Each User and Authorized User acknowledges and agrees that the Rpharmy, LLC website was developed by and is solely owned by the Rpharmy, LLC and that it will remain the exclusive property of the Rpharmy, LLC.

1. Fees

.  In exchange for the agreements set forth herein, the User shall pay annually to Rpharmy, LLC without billing from Rpharmy, LLC the fees set forth onSchedule Aattached hereto.  Unless otherwise provided onSchedule A, payment shall be due upon execution of this Agreement.  Past due payments shall be subject to a delinquency charge of 1.5% per month on the amount in arrears or the legal limit, whichever is less. User agrees to pay all costs of collection or enforcement, including reasonable attorney’s fees.  Rpharmy, LLC reserves the right to modify the annual fee from year to year.  Rpharmy, LLC agrees to provide User with written notice of a proposed adjustment in the annual fee at least sixty (60) days before the annual renewal date.

 

1. Periodic Updates

.  User acknowledges and agrees that: a) Rpharmy, LLC or its licensors may, from time to time, elect to update information contained in the BlackboxRx Information, but Rpharmy, LLC does not warrant or guarantee that any product description(s) or other information contained in the BlackboxRx Information or accessed through the BlackboxRx Information or the Software will be updated at any time during the term of this Agreement; b) Rpharmy, LLC does not assume, and expressly disclaims, any obligation to obtain and include any updated information in the BlackboxRx Information; c) the BlackboxRx Information includes information provided to Rpharmy, LLC by its licensors or other third parties, and Rpharmy, LLC does not assume and expressly disclaims any responsibility for the accuracy of such third-party content; d) Rpharmy, LLC is not advocating the use of any product described in the BlackboxRx Information (or elsewhere), nor is Rpharmy, LLC responsible for misuse of a product or procedure due to typographical or other errors in the BlackboxRx Information, User negligence or otherwise; e) User agrees to seek additional information on any product from the manufacturer; and f) User will use the BlackboxRx Information only as a reference aid, and that such information is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in medical science, User should confirm the information included in the BlackboxRx Information through independent sources.  User agrees and acknowledges that User will, at all times, advise patients to seek professional diagnosis and treatment for any medical condition and to discuss information obtained from the BlackboxRx Information with their healthcare provider.

1. DISCLAIMER OF WARRANTIES

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(a)                 THE BLACK BOX RX INFORMATION IS PROVIDED TO USER “AS IS.”  EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, BLACK BOX RX AND ITS AFFILIATES, AGENTS AND LICENSORS: i) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE BLACK BOX RX INFORMATION PROVIDED HEREUNDER; AND ii) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The laws of some jurisdictions do not permit waivers of certain warranties, so portions of the above disclaimer may not apply to User. In the event Rpharmy, LLC cannot waive any warranty, the duration and scope of such warranty will be the minimum permitted under applicable law. The User acknowledges and accepts responsibility for all use of the BlackboxRx Information or any component thereof and recognizes that the Data may contain inaccuracies and is dynamic and in a constant state of maintenance, correction and update which will result in changes during the term of this Agreement. User acknowledges and accepts that the Rpharmy, LLC does not operate or control the Internet or the World Wide Web and that from time to time the Rpharmy, LLC website and/or the Database may not be accessible due to maintenance or other circumstances beyond the control of Rpharmy, LLC.

1. LIMITATION OF LIABILITY

. NEITHER BLACK BOX RX NOR ITS AFFILIATES, AGENTS OR LICENSORS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO USER’S (OR ANY AUTHORIZED USER’S) USE OF THE BLACK BOX RX INFORMATION, NOR BLACK BOX RX’S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS OR BUSINESS INTERRUPTION, OR OTHER DAMAGES, EVEN IF BLACK BOX RX, ITS AFFILIATES, AGENTS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES IS/ARE FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL BLACK BOX RX, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO USER UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT A THE ANNUAL SUBSCRIPTION PAYMENT ACTUALLY PAID TO BLACK BOX RX. The laws of some jurisdictions do not permit the disclaimer of liability for certain types of damages, so portions of the above may not apply to User.

1. Medical Disclaimers

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(a)                Rpharmy, LLC does not make any warranty that the content of BlackboxRx Information satisfies government regulations requiring disclosure of information with respect to prescription drug products.  The content was developed for use in the United States, and neither Rpharmy, LLC nor its content providers make any representation concerning the content when used in any other country. While information contained in the BlackboxRx Information has been obtained from sources believed to be reliable, neither Rpharmy, LLC nor its content providers warrant the accuracy of such information.

(b)               Rpharmy, LLC does not provide medical advice or medical or diagnostic services.  User acknowledges that the BlackboxRx Information has been compiled from third party sources (including third party pharmaceutical companies) and the content does not necessarily cover all possible uses, directions, precautions, drug interactions, or adverse effects that may be associated with the use of the medications described therein.

1. United States Government Users

. The BlackboxRx Information is a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and is provided to the U.S. Government only as a commercial end item. Consistent with FAR 12.212 and DFARS 227.7202, all U.S. Government end Users acquire the BlackboxRx Information with only those rights set forth herein.

1. Export Law

. The BlackboxRx Information and related technology may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. User agrees not to export the BlackboxRx Information under any circumstances whatsoever, and by downloading or otherwise accessing the BlackboxRx Information, User warrants that User’s receipt of the BlackboxRx Information does not violate the laws or regulations, including applicable sanctions or embargoes, of the U.S. or any other country. User will indemnify and hold Rpharmy, LLC harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by User of its obligations and warranty under this Section. User’s obligations under this paragraph will survive the expiration or termination of this Agreement.

1. Indemnification

.  User agrees to indemnify and hold the Rpharmy, LLC, and its members, managers, officers, agents, servants and employees and their respective heirs, successors and assigns, harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, which arise directly or indirectly out of or in connection with User’s (or any Authorized User’s) use of the BlackboxRx Information, or which result from any violation of the provisions of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement.

1. Passwords and Security

.  User is responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to the BlackboxRx Information. It is User’s sole responsibility to (a) control the dissemination and use of activation codes and passwords; (b) authorize, monitor, and control access to and use of User’s account and password; and (c) promptly inform Rpharmy, LLC of any need to deactivate a password or IP address.

1. Miscellaneous Provisions.

(a)                Governing Law.  This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Tennessee exclusively, as such laws apply to contracts between Tennessee residents performed entirely within Tennessee. The Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

(b)               Arbitration - Choice of Forum and Venue.  Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Shelby County Tennessee, by a single arbitrator in accordance with the American Arbitration Association (“AAA”) rules. The arbitrator shall be empowered to award only those damages which are permitted in this Agreement, subject to any disclaimers of damages and liability limits set forth herein.  The award rendered by the arbitrator shall include costs of the arbitration and reasonable costs for experts and other witnesses.  Judgment on the award may be entered in any court having jurisdiction.  Nothing in this Agreement shall be deemed as preventing either party from seeking provisional relief from any court of competent jurisdiction, in order to protect that party’s name or proprietary rights. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by applicable Tennessee law.

(c)                Waivers.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

(d)               Assignment. Neither this Agreement nor any rights or obligations of User hereunder may be assigned or delegated by User in whole or in part without the prior written approval of Rpharmy, LLC.  Any assignment or delegation in derogation of the foregoing shall be null and void.  Rpharmy, LLC reserves the right to assign its rights and obligations hereunder.

(e)                Severability.  If any provision of this Agreement is held to be unlawful, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable, and this Agreement shall be construed and enforced without giving effect to such unlawful, invalid or unenforceable provision.  Furthermore, if any provision of this Agreement is capable of two (2) constructions, one of which would render the provision void, and the other which would render the provision valid, then the provision shall have the meaning which renders it valid.

(f)                Entire Agreement. This Agreement contains the entire agreement between the parties regarding the subject matter hereof.  Any prior agreements, discussions or representations not expressly contained herein shall be deemed to be replaced by the provisions hereof, and no party has relied on any such prior agreements, discussions or representations as an inducement to the execution hereof.

(g)               Section Headings

.  The Section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

(h)               Interpretation.  The parties hereby agree that each party has reviewed and had the opportunity to review this Agreement, and each party has had the opportunity, whether exercised or not, to have each respective party’s attorney review this Agreement.  Accordingly, the normal rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement.

(i)                 Incorporation.  All exhibits and schedules attached hereto, or to be attached hereto, and all other agreements and instruments referred to herein are hereby incorporated by reference into this Agreement as fully as if copied herein verbatim.

(j)                 Acts of God.  Rpharmy, LLC shall not be liable or deemed in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including acts of God, war, embargoes, fire, flood, accidents, strikes, shortages of transportation facilities, telecommunications facilities or software programs. 

(k)               Counterparts.  This Agreement may be executed in multiple counterparts, each one of which shall be deemed an original, but all of which shall be considered together as one and the same instrument.