PAAS NATIONAL, LLC TERMS OF USE
1. DESCRIPTION OF SERVICES
PAAS National®, LLC (herein “PAAS” or “PAAS National®”) is a community pharmacy advocate serving pharmacies and other clients located in the United States. Collectively, any products, services, software, applications, or materials provided by PAAS (including without limitation the Sites as defined below) are referred to herein as “Services.” These terms of use (the “Terms of Use”) apply to all Services that PAAS provides to its clients (each, a “Client”).
Clients gain access to the Services by purchasing or otherwise receiving a membership subscription for one or more of PAAS’ products, or who otherwise agree to receive a product or service of PAAS that is governed by these Terms of Use. Each Client remains a Client only for the term of their membership subscription. Once a Client’s membership subscription lapses they are no longer a Client and hold no rights to access Services. A Client is entitled and limited to access Services related to only to the particular product offering(s) available under their membership.
2. USER RIGHTS AND RESPONSIBILITIES
2.1 Rights/License to Access Services
PAAS National® owns and maintains certain websites, including without limitation www.paasnational.com as well as any other website operated or made available by PAAS (herein the “Site” or “Sites”) and all Services. Some areas of the PAAS National® Sites are accessible to the public. Any person or entity accessing any Site or using any Service, including Client, agrees by exercising their choice to enter the Site or receive the Service to abide by these Terms of Use and the Privacy Policy. PAAS retains the sole and exclusive rights to change the Terms of Use and the Privacy Policy at any time, with or without notice to users or Clients.
PAAS grants each Client holding a valid membership subscription a non-exclusive, non-transferable, limited right to access and use applicable PAAS Services as well as any materials provided therein for the Client’s sole and internal use. All Services are licensed, not sold. A Client has no right to share, disclose, print or otherwise use the Services with any other pharmacy, person or entity. The Services and the contents of Services (including the Sites) are only for a Client’s private noncommercial use. Client may not, nor permit others to, decompile, disassemble, or otherwise reverse engineer the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Services by any means whatsoever, or modify any part of the Services, or create a derivative work of or from the Services or any part thereof. The license granted hereunder is to PAAS’ standard version of the Services, as determined by PAAS in its sole discretion. Client agrees not to interrupt, or attempt to interrupt, the operation of the Services or this Site in any way. If PAAS determines, in its sole discretion, that the use of the Services by a Client, or anyone accessing such Services or any Site by or through Client’s access methods (i) fails to conform with these Terms of Use or any PAAS policy or directive, or (ii) interferes with PAAS’ ability to provide the Services to Client or others, then PAAS may, without refund, immediately suspend or terminate the Services and/or access to any Site until such non-conformity or interference is cured. In lieu of or in addition to terminating or suspending a Client’s entire account, PAAS may terminate or suspend individual users.
Client may from time to time inform PAAS of errors, deficiencies, suggestions for improvement, compatibility issues, or other information regarding the Services (collectively, “Feedback”). PAAS may or may not incorporate Feedback into the Services at PAAS’ sole discretion. Client irrevocably assigns to PAAS all right, title and interest worldwide in and to the Feedback and all applicable intellectual property rights related to the Feedback, including without limitation, copyrights, mask works, trademarks, trade secrets, patents, moral rights, contract and licensing rights. Client retains no rights to use the Feedback and agrees not to challenge the validity of PAAS’ ownership in the Feedback. If Client has any right to the Feedback that cannot be assigned to PAAS or waived by Client, Client unconditionally and irrevocably grants to PAAS during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such rights. Client shall cooperate with PAAS or its designee(s), both during and after the term of any applicable Service, in the procurement and maintenance of PAAS’ rights in Feedback and to execute, when requested, any other documents deemed necessary by PAAS to carry out the purpose of these Terms of Use.
In an effort to provide continuous services without interruption, prior to the end of the term of a Client’s current membership, PAAS will generally deliver an invoice to those Clients who pay for Services, offering to extend their membership subscription(s) for one year beyond the current expiration date. To avoid interruption the Client must make payment to extend any applicable Services prior to the expiration of the current term. Clients that make payment online must do so with a valid payment card or other method accepted by PAAS. A Client’s rate remains in effect throughout the current membership subscription term, but after that it is subject to change or increase.
2.2 No Refunds
Clients decide how to utilize the Services to the extent that is the best fit for their time and purposes. Therefore PAAS does not offer any refunds once a membership subscription is purchased. If a Client has any questions about Services they may access PAAS by calling 888-870-7227 or sending an email to info@paasnational.com or in writing to PAAS National®, 160 Business Park Circle, Stoughton, WI 53589.
2.3 Proper or expected usage; potential misuse
Any information, data, content or other material Client, or anyone acting through its account, submits to PAAS (including through the Site, and including any information or material derived from the foregoing) is referred to in these Terms of Use as “Information.” Client agrees to provide PAAS with accurate, complete, and updated Information. Clients agree to only provide Information to PAAS for which the Client retains the unlimited right to provide such Information to PAAS. Client represents and warrants that PAAS has the unfettered right to receive and use Information, including use in the provision of the Services or providing to others as allowed by these Terms of Use. Failure to comply with these Terms of Use, including falsification of Information regardless of format — written, verbal or visual — may result in immediate suspension or termination of a Client’s right to access the Services, without refund.
Any use of the Services is subject to the then-current version of these Terms of Use as well as PAAS’ policies, directives, or terms on the Site. If a Client knows of or suspects unauthorized use of their membership subscription or other service, or in the event of any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Client password(s) or payment card information the Client agrees to immediately report such activity to PAAS by calling 888-870-7227 or sending an email to info@paasnational.com or in writing to PAAS National®, 160 Business Park Circle, Stoughton, WI 53589. In the event of a breach of security on the Client’s part, the Client will be solely liable for any unauthorized use of their subscription or the Services; PAAS has no responsibility or liability for any unauthorized use.
3. DISCLAIMERS, NO WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION
3.1 Disclaimers
PAAS’ knowledge base relies upon past experiences with industry stakeholders and therefore our consulting services are largely a prediction of the future based upon history. PAAS services and products are offered to Clients “as is” on an “as available” basis, as set forth in Section 3.2. PAAS’ consultative services are suggestions of potential strategies and advice. Clients should never construe PAAS services as directives. The sole and final determination whether a Client accepts or follows PAAS consulting suggestions is that of the Client. PAAS is not a law firm, an accounting firm, nor a medical/pharmaceutical provider, and our advice should never be construed as legal opinions, accounting advice, or medical/pharmaceutical advice. SPECIFICALLY, CLIENT ACKNOWLEDGES THAT (I) PAAS DOES NOT PROVIDE LEGAL, ACCOUNTING, OR MEDICAL/PHARMACEUTICAL ADVICE, RECOMMENDATIONS, OR STRATEGY; (II) PAAS IS NOT RESPONSIBLE FOR THE COMPLIANCE OF THE SERVICES WITH LAWS, REGULATIONS, OR REGULATORY GUIDANCE (COLLECTIVELY, “LAWS”), AND CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT CLIENT AND ITS EMPLOYEES’ OR AGENTS’ ACTIONS AND ANY ACTIONS OF ANY PERSONS ACCESSING OR USING THE PAAS SITES OR SERVICES THROUGH CLIENT’S ACCOUNT OR ON ITS BEHALF, ARE IN COMPLIANCE WITH LAWS; AND (III) PAAS SHALL NOT BE LIABLE FOR ANY ACTION, OMISSION, RECOMMENDATIONS/DECISION, RELATED TO ANY USER OF THE SERVICES.
PAAS may provide references or links to other websites not owned or controlled by PAAS. PAAS is not responsible for the content of such references or websites, and in any event use of such content is subject to all disclaimers and limitations of liability in these Terms of Use applicable to the Services.
3.2 No Warranties
THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE.” CLIENT EXPRESSLY AGREES THAT THE USE OF THE SERVICES IS AT CLIENT’S SOLE RISK. PAAS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS (INCLUDING WITHOUT LIMITATION PAAS NATIONAL TECHNOLOGIES AS WELL AS MCKESSON CORPORATION AND ITS AFFILIATES), VENDORS AND LICENSORS (COLLECTIVELY WITH PAAS, THE “PAAS PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLIENT HEREBY AGREES THAT THESE TERMS OF USE SHALL NOT BE ALTERED DUE TO CUSTOM OR USAGE OR DUE TO THE PARTIES’ COURSE OF DEALING OR COURSE OF PERFORMANCE. CLIENT ACKNOWLEDGES THAT ANY SOFTWARE OR APPLICATIONS INCLUDED IN THE SERVICES MAY NOT WORK PROPERLY OR IN ACCORDANCE WITH ITS DOCUMENTATION. THE PAAS PARTIES DO NOT WARRANT THAT CLIENT’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ANY SECURITY MECHANISMS IMPLEMENTED IN OR BY THE SERVICES WILL NOT HAVE INHERENT LIMITATIONS. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION AND SCOPE OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED.
3.3 Limitation of Liabilities
CLIENT EXPRESSLY AGREES THAT THE PAAS PARTIES, COLLECTIVELY AND SEVERALLY, SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, THE PAAS PARTIES’ ENTIRE LIABILITY TO CLIENT UNDER THESE TERMS OF USE OR OTHERWISE ARISING FROM ANY PROVISION OF SERVICES TO CLIENT, OR OTHERWISE ARISING FROM ANY RELATIONSHIP OF THE PARTIES, SHALL NOT EXCEED FEES PAID BY CLIENT FOR THE SERVICE GIVING RISE TO SUCH LIABILITY, FOR THE APPLICABLE LOCATION INCURRING THE LIABILITY (E.G., AN INDIVIDUAL PHARMACY LOCATION), DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (PRORATED AS APPLICABLE FOR ANY PRE-PAID FEES).
3.4 Indemnification
Client agrees to indemnify, hold harmless and defend the PAAS Parties, including its and their members, agents, vendors, officers, directors, trustees and employees, from all damages, liabilities, costs, charges and expenses, including attorney’s fees and related legal expenses that PAAS or any of the PAAS Parties may incur as a result of, or arising out of or relating to, (i) a Client’s violations of these Terms of Use; (ii) Client’s (including its employees, agents, or other users) use of the Services; or (iii) any Information, or any other content, data or other materials Client (or any other person or entity acting on Client’s behalf) provides to PAAS or any of the PAAS Parties in connection with the Services.
4. EXCLUSION LISTS DISCLAIMER AND AUTHORIZATION
Client hereby authorizes and grants permission to PAAS National® to conduct a search of the Department of Health and Human Services (DHHS) Office of Inspector General (OIG), General Services Administration (GSA) or other similar resource lists of individuals and entities excluded from participating in government funded programs. Client also agrees that the employee information provided by the Client was obtained through lawful means and employees were not coerced, extorted, harassed or influenced by any means or manner that would be judged illegal or unethical.
While Client’s provision of this information is voluntary, providing more detail and accuracy will increase the reliability of searches. PAAS National® bases their searches of the exclusion lists upon the information Client provides and report the responses we receive from the OIG, GSA and other similar resources. PAAS National® accepts the information provided by Client at face value and makes no effort and has no obligation to verify the accuracy of this information. Client is solely responsible for compliance with verifying whether individuals are excluded from participating in government funded programs. In the event that PAAS National® reports a partial or exact match from an exclusion list, it is solely Client’s responsibility to investigate and determine if such match accurately identifies their employee. In the event that PAAS National® does not report finding a match from an exclusion list, the findings are not definitive proof that an employee is “safe” to employ and not excluded from participating in any government funded program.
Any employee information provided to PAAS National® through the FWAC program is used to obtain relevant data, maintain documentation for Client’s fraud, waste, and abuse compliance (FWAC) program, and to provide applicable products and services, and no other purpose. PAAS National® provides this service to help facilitate the efficiency of a pharmacy’s FWAC. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER LIMITATIONS OF WARRANTY IN THESE TERMS OF USE, PAAS NATIONAL® MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES TO THE ACCURACY OF THE SERVICE DESCRIBED IN THIS SECTION OR SUCH INFORMATION PROVIDED.
Each time Client adds an employee to the FWAC program, Client acknowledges and accepts that these terms and conditions (including any modifications to these terms) will apply.
5. OTHER
The Services, including this Site and its content are protected by copyright and trademark laws. Reproduction, transfer, distribution, printing, copying or storage of any of the contents without written permission from PAAS National® is prohibited, except to the extent reports and content are clearly designated or intended to be provided to third parties or applicable agencies. Use of any of PAAS National®’s or its affiliates’ trademarks, service marks, names, logos or other identifiers is not permitted without the prior written consent of PAAS National®.
These Terms of Use and our Privacy Policy are the complete agreement between a Client and PAAS with respect their use of the Services, including any Sites.
By providing your cell phone number to PAAS National®, you agree and acknowledge that PAAS may send text messages to your wireless phone number for any purpose (PAAS will only send text messages in response to a text message inquiry). Message and data rates may apply. Message frequency will vary (based on your engagement), and you will be able to Opt-out by replying “STOP”. For more information and terms on how your data will be handled please visit and review our Privacy Policy. The Privacy Policy is incorporated in, and subject to, these Terms of Use.
Any person consenting or agreeing to these Terms of Use (whether by use of the Services, by clicking a box or checkbox, or by electronic or digital signature) must be a duly authorized signatory of the Client, and have authority to provide consent on behalf of, and bind, the Client as to all terms and consents in these Terms of Use. By your consent to these Terms of Use or use of the Services, you represent and warrant that all necessary corporate or other appropriate action has been taken to allow consent to these Terms of Use by you on behalf of the Client, with binding effect. For avoidance of doubt, any person consenting or agreeing to these Terms of Use does so on behalf of the particular Client, and also agrees to be bound by these Terms of Use in their individual capacity. Clients who receive a paid or discounted membership under or from a PAAS Client Partner, consent, under these Terms of Use, to sharing Information with PAAS and the respective Client Partner. Client also consents under these Terms of Use to recording, for quality assurance, training, or product improvement purposes, of any telephonic or digital communications by any employee, representative, or agent of Client with PAAS.
These Terms of Use shall be construed and interpreted in accordance with the laws of the State of Wisconsin, without regard to its principles of conflicts of laws. Any litigation relating to or arising out of these Terms of Use or the Services shall be commenced and solely prosecuted in the state or federal courts having jurisdiction over Dane County, Wisconsin, and Client consents to, and waives all objections to, personal jurisdiction in such courts.
You may wish to print these Terms of Use for reference, and print the Terms of Use again in the event of any revisions to the same.
