Last updated: September 18, 2024
Services - Terms & Conditions
1. Acceptance of Terms
These Service Terms & Conditions (the “Service Terms”) are in addition to the Terms & Conditions of Purchase and all other documents referenced therein (collectively, the “Terms”). Medisca reserves the right to change or amend the Terms without notice and will not be liable for any losses caused as a result of these changes. Capitalized terms that are not defined herein shall have the meaning ascribed to them in the Terms.
2. Definitions
a. “Annual SOP Service” means the add-on service for an SOP in order to receive updated version of such SOP during the Subscription Period.
b. “Compounding Services” means, collectively, services offered by Medisca or its Consultants to support compounding pharmacies day-to-day needs, such as, but not limited to, Formulation Support Package, SOPs, Annual SOP Service, and Specialized Consultation Services.
c. “Compounding Support” means the formula-specific support offered to Customer that have purchased a Formulation Support Package for their day-to-day compounding needs.
d. “Consultants” means the specialized consultants of Medisca that provide services such as, but not limited to, the Specialized Consultation Services.
e. “Customized Formulas” means a new formulation that may be developed by Medisca as requested by Customer.
f. “Deliverables” means any work product, documentation, analysis, work of authorship, technique, know-how, method, process, procedure, improvement, discovery or invention, or any other tangible material provided by Medisca or its Consultants to Customer, including but not limited to, any of the foregoing provided by Medisca to Customer pertaining to the Services.
g. “Formula(s)” means the formulas developed by Medisca and made available via the Formula Library, including the Customized Formulas.
h. “Formula Library” means the online formula library that contains Formulas available on the Website to Customers that have purchased a Formulation Support Package.
i. “Formulation Support Package(s)” means the service offering for support of Customer’s day-to-day compounding needs, which includes access to the Formula Library and may also include Customized Formulas and Compounding Support, further outlined here.
j. “SOPs” means standard operating procedures, further outlined here.
k. “Specialized Consultation Services” means the consultation services by the Consultants, which are outside of the scope of the Formulation Support Packages.
l. “Subscription Start Date” means the date which a Service will commence, that date being the date of invoice of the applicable Service.
l. “Subscription Term” means the twelve (12) month subscription term for the Service purchased by Customer commencing on the Subscription Start Date or each annual anniversary thereafter, as applicable.
3. Formulas and Formula Library
a. Medisca’s Compounding Services provide the industry with widely available and continually expanding technical resources to promote standardized, well-supported and professional compounding formulas and assistance, with the intent that the license pharmacist or other appropriately licensed professional community can benefit collectively from the respective responses from Medisca, regardless if a Service was customized to the individual Customer’s request. Accordingly, as a condition of providing this Service, at the sole and exclusive discretion of Medisca, all Formulas provided by Medisca, including the Customized Formulas, may be uploaded into the Formula Library and made accessible to all customers of Medisca, or to any other parties at Medisca’s discretion.
b. Medisca may, in its sole discretion, offer a free trial to a Customer for access to the Formula Library. Such free trial shall only be available to Customer for a maximum of thirty (30) Formula downloads or ten (10) days, whichever comes first. The free trial is only offered to Customers that have not previously purchased the Formula Library and only one (1) time. The free trial is non-renewable, non-transferable, and terminable by Medisca at any time. Access to the Formula Library via the free trial is subject to these Service Terms.
4. Formulation Support Packages
a. Customer may upgrade its Formulation Support Package at any time during the Subscription Term by contacting a Medisca representative. In such an event, the then-current Formulation Support Package will terminate and Customer will be invoiced the difference in price between the then-current Formulation Support Package and the upgraded Formulation Support Package. The Subscription Term will remain unchanged.
b. In the event Customer depletes all or part of the components for the Formulation Support Package before the end of the then-current Subscription Term, Customer shall either: (i) upgrade the Formulation Support Package before the end of the then-current Subscription Term and pay the difference of Customer’s then-current Formulation Support Package and the upgraded Formulation Support Package; (ii) terminate its then-current Subscription Term and upgrade its Formulations Support Package with a new Subscription Term; or (iii) renew the Customer’s then-current Formulation Support Package. In the case of (ii), the Subscription Term shall be modified to the date of upgrade, and in the case of (iii) the Subscription Term shall be modified to the date of renewal.
c. All Formulation Support Packages will automatically renew at the end of each Subscription Term for subsequent Subscription Terms, unless Customer cancels its Formulation Support Package at least thirty (30) days prior to the end of the then-current Subscription Term. If Customer fails to provide notice of cancellation in compliance with this Section 4.c., the Formulation Support Package will automatically renew and Customer will be charged, and will consequently pay, the invoiced price of the Formulation Support Package.
d. Formulation Support Packages may only be purchased on an individual basis, and Formulation Support Package plan combinations are not permitted. All Formulation Support Packages are, and remain, the property of Medisca and are provided to the Customer for Customer’s own internal business use, on a non-exclusive basis. For clarity, Customer shall not share, disclose, disseminate or otherwise make available the Formulation Support Package contents to any third party, at no exceptions whatsoever.
5. Compounding Support
a. Compounding Support, as identified in the respective Formulation Support Package, may be subject to limits on talk time with Medisca, as further described in the specific Formulation Support Package description. Whenever possible, Medisca will provide to the Customer an estimated time on how long their inquiry will take before starting. Compounding Support are measured in minutes from initial inquiry call to completion of inquiry.
6. SOPs
a. SOPs may only be purchased as complete sets and cannot be purchased individually. All SOPs must be downloaded by the Customer within one (1) year from date of purchase by the Customer, with a limit of one (1) download per SOP set.
b. The Subscription Term for the Annual SOP Service will automatically renew for subsequent Subscription Terms, unless Customer provides Medisca with a notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Medisca will invoice Customer for the Annual SOP Service within thirty (30) days following each automatic renewal. Any updated SOPs provided to Customer as part of the Annual SOP Service will be provided to Customer directly and will not be available for download unless an entire SOP set has been updated, in which case Customer will be able to download the update SOP set within one (1) year from the update, with a limit of one (1) download per SOP set.
7. Specialized Consultation Services
a. Each Specialized Consultation Service must be scheduled by Customer within one (1) year from date of purchase at a mutually agreeable time. All Specialized Consultation Services are available by Medisca on an “as available” basis, and Medisca does not make any representations or warranties as to availability of the Consultants.
b. All prices quote to Customer for a Specialized Consultation Service are estimates only based on information provided to Medisca and/or the Consultant by the Customer at the time of the request and are subject to change or termination at any time by Medisca at its sole discretion, including throughout the performance of the Specialized Consultation Service.
c. Medisca and its Consultants reserve the right not to carry out a Specialized Consultation Service if it determines, in its sole discretion, such service is not within the scope and abilities of Medisca or its Consultants or for any other reason.
8. Consultant Fees
a. Customer shall reimburse Medisca for all reasonable travel, lodging and other expenses actually and properly incurred by the Consultant(s) in the performance of the Services hereunder, provided that Customer has been made aware of such expenses in advance and corresponding receipts are provided to Customer.
9. Cancellation of Services
a. Once payment has been received by Medisca, all Compounding Services are final sale and non-refundable. In the event Customer cancels a Compounding Service before payment has been received and before any work has been carried out or access granted in relation to such Compounding Service, Customer will be charged a twenty five percent (25%) administrative fee, plus any fees incurred by Medisca in relation to such Compounding Service, including but not limited to travel fees. Notwithstanding the foregoing, in the event any work has been carried out by Medisca or its Consultants for any Compounding Service, including, but not limited to, commencement of consultation with any Consultant or access to any Formulation Support Package or SOP, Customer shall be responsible for the entire price of said Compounding Service.
b. Medisca reserves the right to cancel any Service at any time and for any reason at its sole discretion. In such an event, all fees for the Services rendered up to the termination date shall be accelerated and become immediately due and payable by Customer.
10. Ownership of Intellectual Property
a. Customer acknowledges and agrees that Medisca (or its licensors) retains all rights, title and interest (including all Intellectual Property Rights) in and to the Intellectual Property, including any enhancements, upgrades or other modifications to the Intellectual Property and all Deliverables or other information made available, whether orally or in writing, online or otherwise, by Medisca or its representatives, employees or contractors relating to the Services.
b. Medisca shall own all right, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services that Customer may, alone or jointly with Medisca, propose or make in connection with Medisca’s provision of the Services (collectively, the “Feedback”). Customer hereby irrevocably (i) assigns all rights, titles and interests in and to the Feedback to Medisca; and (ii) waives in favor of Medisca, its successors and assigns any and all moral rights that Customer has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction.
c. It is strictly forbidden for Customer to, without limitation, reverse assemble, decompile, reverse engineer, or attempt to derive proprietary information such as ideas, structure, or algorithms from the Services. Customer is provided a restricted, non-exclusive license to use the Services and related Deliverables solely for Customer’s internal business practices. For clarity, Customer shall not disseminate, distribute, sell, broadcast, circulate or otherwise make available the Services and related Deliverables without the express written consent of Medisca, at no exceptions whatsoever.
11. Disclaimer and Exclusion of Liability
a. Medisca provides the Services on the basis of recognized compendia, texts, reference articles, current compounding pharmacy practice standards/guidelines and may include a reference list as part of said Services. Medisca and its Affiliates, and their respective directors, officers, employees, Consultants and contractors take no responsibility for the validity of the information or for its safety or effective ness, or for any use thereof, which is at the sole risk of the Customer. Customer is advised that the SOPs, Formulas and other Deliverables provided by Medisca are presented for informational purposes only, and that adjustments may be needed to meet specific business needs and/or patient needs (in accordance with a duly licensed medical practitioner’s evaluation and subsequent prescription). In addition, it is the responsibility of the Customer to further validate information received with all other applicable and qualified experts/governing bodies on the usefulness, applicability and incorporation of said information into their practice. Any use of the SOPs, Formulas and other Deliverables provided by Medisca must be based on the duly licensed medical practitioner’s independent clinical judgment and Customer represents and warrants that they have obtained the necessary licenses and/or approvals to prescribe or supply any compounding ingredients referenced in a formula provided by Medisca, including obtaining any necessary information from the prescribing medical professional or patient. The Customer must employ appropriate tests to determine the suitability of the SOPs, Formulas and other Deliverables.
b. Medisca and its Consultants cannot and shall not be held liable to any person or entity concerning claims, loss or damage caused by, or alleged to be caused by, directly or indirectly, the use or misuse of the SOPs, Formulas, or other Deliverables, or any other information provided or obtained via the Services.
c. The Services may be provided by Consultants on behalf of Medisca. These are independent industry professionals who will provide the Services to Customer to the best of their knowledge and expertise. Medisca cannot be held responsible for the Services provided by such Consultants.
d. MEDISCA EXPRESSLY DECLINES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, VENDORS, CONSULTANTS, LICENSORS AND AGENTS, ANY AND ALL EXPRESS, LEGAL OR IMPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT CONTAINED HEREIN WITH RESPECT TO THE SERVICES, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF COMMERCIABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY. IN PARTICULAR, MEDISCA EXPRESSLY DECLINES THE FOREGOING AND MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S OPERATIONAL REQUIREMENTS.
e. Medisca makes no representations or warranties with respect to infringement or non-infringement by the Services provided by Medisca or its Consultants, including the SOPs, Formulas or any Deliverables, of any patent or other intellectual property of any third party. It is the responsibility of the Customer to investigate and determine any such issue. It is specifically prohibited for the Services, including the SOPs, Formulas or any Deliverables, to be used for any purpose that would infringe a valid claim of a patent or other intellectual property rights.
f. IN NO EVENT SHALL MEDISCA, ITS AFFILIATES, NOR ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, OR LICENSORS HAVE ANY OBLIGATIONS OR LIABILITY FOR ANY EXEMPLARY, EXTRAORDINARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, USE, GOODWILL OR BUSINESS INTERRUPTION OR ANY OTHER FINANCIAL LOSS, ARISING, DIRECTLY OR INDIRECTLY, FROM THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF CUSTOMER HAD BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF MEDISCA (INCLUDING ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, CONSULTANTS, VENDORS OR LICENSORS), IF ANY, FOR DAMAGES RELATING TO THE SERVICES SHALL BE LIMITED TO THE PRICE PAID FOR SUCH SERVICE BY CUSTOMER.