Effective Date: December 6, 2021
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH GOODRX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION
GoodRx may amend these Terms from time to time. Amendments will be effective upon our posting of such updated Terms. Your continued access or use of the HCP Services after such posting confirms your consent to be bound by the Terms, as amended.
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against GoodRx on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against GoodRx, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against GoodRx by someone else.
A. Agreement to Binding Arbitration Between You and GoodRx.
You and GoodRx agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the HCP Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and GoodRx, 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 the consumer protection laws and principles.
You acknowledge and agree that you and GoodRx are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and GoodRx otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and GoodRx each retain the right to bring an individual action in small claims court and the right 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.
B. Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the 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”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
D. Location and Procedure.
Unless you and GoodRx otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and GoodRx submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
E. Arbitrator's Decision.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award 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. An Arbitrator’s decision shall be final and binding on all parties. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. GoodRx will not seek, and hereby waives all rights GoodRx may have under applicable law to recover attorneys' fees and expenses if GoodRx prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, GoodRx will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
G. Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
About HCP Mode
HCP Mode offers prescription discounts and coupons and prescription pricing information that are free to access for healthcare providers (the “HCP Services”). As part of the HCP Services, you can also send coupons directly to patients via text or email. By accessing or using the HCP Services, you confirm your agreement to be bound by these Terms.
GoodRx cannot be combined with federal or state-funded programs like Medicare or Medicaid. GoodRx prescription discounts and coupons are NOT health insurance. GoodRx prescription discounts and coupons can be used instead of, but not in conjunction with, health insurance. GoodRx prescription discounts and coupons 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. GoodRx only provides discounts from participating pharmacies. Patients are required to pay for all prescription drugs at the time of purchase. GOODRX 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 GoodRx prescription discounts and coupons may not count toward the patient’s prescription drug coverage out of pocket costs, but patient can confirm that by contacting the patient’s own coverage provider. If the patient is a Medicare Part D beneficiary, cash payments made using GoodRx prescription discounts and coupons will not count toward the patient’s Medicare Part D cost-sharing obligation. GoodRx cannot be combined with federal or state-funded programs like Medicare or Medicaid.
A. Eligibility and Prohibited Activities
By accessing the HCP Services, you agree you are currently 18 years of age or older and a licensed United States physician, medical student, or other healthcare professional.
GoodRx is a United States company. The HCP Services are designed specifically for users in the United States. We do not target users in other jurisdictions and we make no claims that the Service or any associated content is appropriate for users outside of the United States.
You may use the HCP Services only for lawful purposes and in accordance with these Terms. You agree not to use the HCP Services:
- In any way that violates any federal, state or local law or regulation or professional rule applicable to you and your use of the HCP Services including, without limitation, those relating to patient privacy, medical care and treatment including the Health Insurance Portability and Accountability Act (HIPAA), physician self-referrals (the Stark law), or faxes or text messaging (the Telephone Consumer Protection Act).
- In any way that violates or conflicts with any agreement to which you are a party, including any agreement with your employer.
- To impersonate another person, or misrepresent your identity or affiliation with any person or entity.
- In any manner that could disable, overburden, damage, or impair any component of the Service.
- To transmit any advertising or promotional materials without our prior written consent, including any "junk mail" or "junk faxes," "bulk mail" or "bulk faxes," "chain letters," "spam," or any other similar solicitation.
- To engage in any other conduct that inhibits anyone's use or enjoyment of the HCP Services or which, as determined by us, may harm GoodRx or users of the Site.
Additionally, you agree not to:
- Re-use or re-publish any content made available through the HCP Services including without our express written permission.
- Copy any of the material made available through the HCP Services for commercial purposes, including through the scraping of content.
- Attempt to obtain unauthorized access to or interfere with the Service, any GoodRx computer system, software or network, including through reverse engineering, decompiling, deriving source code or uploading malicious code or code snippets.
- Tamper with, breach or attempt to probe, scan, or test for vulnerabilities in the HCP Services or our computer systems, network, security elements, or any other protective measures associated with the HCP Services.
- Use any software, devices, scripts, robots or any other means or process to view, access or “scrape” the HCP Services or otherwise copy information from the HCP Services.
- Monitor the availability, performance or functionality of any of the HCP Services for any competitive purpose.
- Infringe or use any of our brands, logos, trademarks or other proprietary marks in any business name, email, URL or other context, unless expressly approved by GoodRx in writing.
- Introduce into the HCP Services any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Otherwise attempt to interfere with the proper working of the HCP Services, or any portion thereof.
B. Use of the Service.
The HCP Services are intended for use by healthcare professionals. The information made available through the Service is provided for informational purposes only and is not intended as a substitute for your professional judgment as a healthcare professional when diagnosing or treating patients. You are solely responsible for your decision to use the HCP Services, evaluating the information obtained through the HCP Services, and for your decision to use such information in connection with your treatment decisions and otherwise. Your use of the information obtained through the HCP Services is solely at your own risk, and you agree that GoodRx and its licensors are not responsible or liable for any claim, loss, or damage arising from your use of such information. You may have the opportunity to access and send your patients coupons made available through the HCP Services. You agree that GoodRx is not acting as your Business Associate as defined by the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act or related regulations. You agree to indemnify and hold GoodRx, its parent companies and its subsidiaries and each of their respective officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees related to defending or resolving any suits), arising out of or in connection with: (i) your use of the HCP Services or services or goods obtained through your use of the HCP Services; (ii) your breach or violation of any of these Terms; (iii) your violation of the rights of any third party; or (iv) your violation or alleged violations of applicable laws or regulations, including the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and all other data privacy, data protection and cybersecurity laws, rules, and regulations, including the California Consumer Privacy Act of 2018, each as may be amended or updated from time to time. GoodRx reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with GoodRx in asserting any available defenses.
GoodRx is not engaged in the practice of medicine or the provision of any healthcare services to any patient. GoodRx does not recommend or endorse any specific drugs, tests, healthcare providers, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned in the HCP Services, and we assume no responsibility for such information.
C. Service Availability
We make reasonable efforts to keep all of the HCP Services fully operational, however we may encounter technical difficulties or engage in maintenance or updates to the HCP Services that may cause temporary interruptions. We reserve the right, at any time, to modify, suspend or discontinue any Service or functions and features of a Service, without liability to you. You understand and agree that GoodRx has no obligation to provide any specific content through the Service and GoodRx may, from time to time, remove any content without notice, in our sole discretion.
D. Communications with Patients.
As part of the HCP Services, you may send emails or SMS messages directly to your patients which include pricing information and/or coupons. The email or SMS messages you send to patients will be transmitted via a third party provider, and the messages will not be encrypted and may be read by third parties. If you choose to send email or SMS messages to your patients via HCP Mode, you represent that you have all required authorizations and permissions to send the message to your patient(s), including but not limited to emails and/or SMS messages which contain certain health-related information. You further acknowledge that the Company is not responsible for obtaining patient consent as part of the HCP Services, and it shall be your sole responsibility to obtain proper consent to send emails and SMS messages to your patients.
F. Third Party Sites