The following are additional terms and conditions for Advance Innovative Solutions, Inc.’s (“AIS”) CyberScript® Plus online prescription ordering software (“Web Portal Plus”), which will be provided to Client by McKesson.
Terms and Conditions:
1. Web Portal Plus comprises: (a) CyberScript® Web, which consists of software and a web based front end for the pharmacy’s website; (b) mobile apps for Android and Apple iOS (the “CyberScript Apps”); (c) data management back end, powered by Q-Script® to support the patient’s preferred communication method; and (d) Links to free NIH MedlinePlus Drug/Disease content (the “Drug/Disease Content”).
2. Client acknowledges and agrees that: (a) the CyberScript Apps are available only by download to Client’s user’s mobile device at iTunes and Google Play stores; and (b) the Drug/Disease Content may be available only by way of a link to such content that is hosted by the content provider.
3. Client acknowledges and agrees that the Drug/Disease Content is provided through a third party over whom AIS has no control. ACCORDINGLY, AIS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE DRUG/DISEASE CONTENT, WHICH IS PROVIDED “AS-IS” BY AIS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MERCHANTABILITY. UNDER NO CIRCUMSTANCES WILL AIS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES, FINES, PENALTIES, COSTS, EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) OR OTHER LOSSES ARISING FROM OR RELATED TO THE DRUG/DISEASE CONTENT.
4. Use of Web Portal Plus
(a) Client agrees to utilize Web Portal Plus in accordance with the Agreement, its exhibits or attachments, all applicable laws and regulations now or hereafter imposed, and McKesson-provided instructions and specifications.
(b) Client agrees to utilize the Web Portal Plus components solely for Client’s internal business purposes.
5. Software Customization. Client may request customization of the Web Portal Plus software. If the parties agree that such request is feasible, then AIS will develop such customizations at its current rate for services, plus approved expenses. AIS will own all intellectual property rights in all enhancements and customizations delivered under the Agreement, all of which will be deemed AIS software for the purpose of the Agreement.
6. Additional Services. Client shall pay AIS at AIS’ then-current hourly rates for any additional services provided by AIS upon Client’s request. Additional services include, but are not limited to the following: (a) reinstallation of the Web Portal Plus software following go-live; (b) detailed advice or support regarding the use and operation of the Web Portal Plus software; (c) on-site service of any kind; (d) data conversion or system integration services or other consulting services; (e) service or maintenance of third-party software, operating software, hardware, or other equipment; (f) services caused by Client’s fault, misuse, negligence or failure to perform Client’s responsibilities, including failure by Client to maintain adequate data back-ups; (g) services caused by a malfunction of or problem with goods other than those licensed by AIS; and (h) services caused by the use by Client of any version of Web Portal Plus software other than the current or two prior versions.
7. Client Responsibilities.
(a) Client will designate no more than two (2) “Contact Persons” who have undergone training by AIS as the designated contacts for dealing with McKesson on support questions. Client agrees that before contacting McKesson with a question, a Contact Person shall take reasonable steps to resolve the question. For example, the Contact Person shall recreate and verify the alleged problem and review the documentation before contacting McKesson. Calls for Support Services shall be initiated by Client to McKesson only by a Contact Person.
(b) Client shall provide McKesson with access to and use of all information and Facility(ies) reasonably necessary for McKesson to provide support, including software, hardware, and support at Client’s Facility(ies) to facilitate McKesson’s on-line access to Client’s computer system. Client shall perform tasks as reasonably requested by McKesson to aid in the resolution of problems, and shall implement all reasonable workarounds to problems as directed by McKesson.
(c) Client shall maintain adequate back-ups of all data on the data workstation or server used in connection with the Web Portal Plus software. McKesson SHALL NOT BE OBLIGATED TO RECREATE OR RESTORE, OR IN ANY WAY BE LIABLE FOR, CLIENT’S DATA.
8. Client agrees to provide the following for Client hosted Web Portal Plus solutions:
9. Connection to the Internet using a fixed IP address registered in the public DNS to the same top level domain as the existing pharmacy website
10. Client website with link(s) to Web Portal Plus
11. Windows server, firewall protected with network access to McKesson software interface (see d below) and postscript printer (see g below) {server size dependent upon pharmacy count} with Microsoft IIS and an SSL security certificate accessible via the internet on port 443 (https).
12. SQL Server or SQL Express (database can be housed on the Web Portal Plus server or on an existing SQL environment)
13. AIS-approved remote access capability
14. Postscript compatible printer in each pharmacy which may require installation of AIS print processor on one pharmacy computer. (Optional: used to print mail/delivery and transfer information)
15. Registration and payment of fees at Google and Apple sites (for posting of dedicated apps)
16. Posting of Android app
17. AIS’s Central RxCall® for outbound notifications (if desired)
18. Client agrees to provide the following for an AIS hosted solution:
19. Pharmacy data workstation, including:
- Outbound internet access to AIS-hosted Web Portal Plus server using AIS-specified port
- Connectivity to AIS-approved McKesson Software interface for each pharmacy (see c below)
- Connectivity to postscript printer (see d below)
1. Client website with links to Web Portal Plus
2. AIS-approved remote access capability
3. Postscript compatible printer in each pharmacy which may require installation of AIS print processor on one pharmacy computer. (Optional: used to print mail/delivery and transfer information)
4. Registration and payment of fees at Google and Apple sites (for posting of dedicated apps)
5. Posting of Android app
6. AIS’s RxCall® for outbound notifications (if desired)
10. Client-Hosted implementation includes one installation of the Web Portal Plus software on a single server supporting a single group of pharmacies. Additional installations to support test environments, disaster recovery, additional nameplates, etc. are available for an additional charge. Implementation fees do not include data conversion or customization services.