Terms and Conditions

Effective Date: December 10, 2019

These Terms and Conditions (“Agreement”) describe the terms and conditions on which the University of North Carolina at Chapel Hill (“UNC” or “We”) will offer you access to the Comprehensive Medication Management (CMM) Implementation System software application (the “App” or “Services”).

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF UNC AND UNC’S LICENSORS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, BECAUSE ACCESSING AND USING THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE SERVICES.

BY DOWNLOADING, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT THE PROVISIONS, DISCLOSURES AND DISCLAIMERS SET FORTH HEREIN ARE FAIR AND REASONABLE.

The Services include tools, resources, and self-assessments related to the implementation and improvement of comprehensive medication management (CMM) services. Documentation of patient interactions or patient-specific information should not be entered into the System in any form.

CHANGES TO TERMS

The Effective Date of this Agreement is set forth at the top of this page. As we add new features, we may revise or supplement this Agreement. We will provide you with advance notice of material revisions to this Agreement. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other users of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of this Agreement, as amended. As of the Effective Date, the amended Agreement supersedes all previous versions of our agreements, notices or statements about this Agreement.

ADDITIONAL TERMS

Certain features of the Services may be subject to additional terms (“Additional Terms”) presented in conjunction with the features. Regardless of how they are presented to you, you must agree to Additional Terms before using the features of the Services to which they apply.

Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into this Agreement. If you do not agree to Additional Terms, then you may not use the Services to which they relate. This Agreement and Additional Terms apply equally but, if any Additional Term is inconsistent with any provision of this Agreement, the Additional Term will prevail for the Services to which the Additional Terms apply.

THE SERVICES

The Services include the following:

Access to CMM Implementation- and Improvement-related tools and resources, including two web-based self-assessments, the CMM Patient Care Process Self-Assessment and CMM Practice Management Assessment. Data that may be collected in these two assessment include: 1) Users’ clinical entity and /or healthcare organization for which they work; 2) Self-evaluative responses to assessment questions; and 3) Action plan details, including: identification of areas targeted for improvement, goals for each area, potential impact of improvement, key action steps to achieve stated goal(s), and people and resources needed to achieve the stated goal(s).
There should be no documentation of patient interactions nor entry of any patient-identifiable information within the CMM Implementation System or the two CMM self-assessments.

UNC has invited you to have access to the Services. By agreeing to access the Services, you understand and are agreeing to the terms and conditions below.

USING THE SERVICES

By agreeing to access and utilize the Services, you understand and agree to the following:

You must be 18 years or older to be eligible to access and utilize the Services.
You are required to create an account (“Account”) to use certain features of the Services. You agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete, misleading or inaccurate information, you understand that we have the right to terminate your Account and use of the Services. You agree to protect the security of your Account. You are responsible for all use of your Account, including your login credentials (i.e., username and password) and activation codes. UNC treats access to the Services through your account credentials as authorized by you. Unauthorized access to password-protected or secure areas is prohibited and may lead to criminal prosecution. UNC may suspend your use of all or part of the Services without notice if we suspect or detect any breach of security. Please immediately notify UNC using the contact information provided below if you believe that information you provided to us is no longer secure or if you need to deactivate your account or password.
If you share your Account username and password with another person, that person may be able to view personally identifiable information about you.
The Services are not a tool to be used as a substitute for a healthcare provider’s professional medical advice, analysis, treatment, or judgement or used in the case of an emergency. If any health issue or emergency arises, you should seek appropriate medical services.
You are responsible for the software, hardware and Internet service needed to access and use the Services. If you access and use the Services on your smartphone, tablet or other mobile device (“Mobile Device”), you are solely responsible for any and all data and other fees related to use of the Services through your Mobile Device.
You understand and agree that all of your activities within the Services will be tracked and may be recorded.
You are not required to access and utilize the Services.

PROHIBITED USE OF THE SERVICES

You shall access and use the Services only as permitted by UNC and not for any unintended purpose. You agree that you will not (and you agree not to encourage or allow any third party to):

Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature in the Services or otherwise attempt to gain unauthorized access to the Services, other users’ Accounts or UNC’s computer systems or networks.
Copy, modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of any part of the Services;
Decompile, reverse engineer, disassemble or decode the Services or otherwise attempt to derive or gain access to the source code of any part of the Services (unless applicable laws specifically prohibit such restriction);
Remove, alter or obscure any copyright, trademark or other intellectual property or proprietary notices contained in the Services;
Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services;
Use the Services to advertise, buy or sell any products or services;
Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any features or functionality of the Services including though time-sharing, use of service bureau or by otherwise making the Services available on a network on which it is accessible by more than one device at any time;
Reformat or frame any portion of the web pages that are part of the Services without UNC’s written consent;
Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
Create an Account under fraudulent pretenses.

You can stop collection of information by any of the other Services by ceasing to use such Services.

MOBILE DEVICES

Currently, the App may not be accessed by certain mobile devices including certain smart phones and tablets.

PRIVACY POLICY

Please review carefully our Privacy Policy, which describes how we handle any personally identifying information about users. By accessing, browsing, or using the Services, you expressly consent to the collection, use, storage, processing, and disclosure of your information, including personally identifiable information, as described in our Privacy Policy, the terms of which are incorporated herein by reference.

SECURITY

The Services are protected using commercially reasonable security measures. While such security reasonably protects your information and use of the Services, if you have concerns regarding the security of your information or the use of the Internet to communicate your personal or health information, you should consider not accessing and using the Services.

You understand that UNC takes no responsibility for and disclaims any and all liability or damages arising from you sharing or losing your Services Account or password.

If UNC has reason to believe that there is likely to be a breach of security or misuse of your App user account, your access and use of the App may be suspended or discontinued by UNC without prior notice.

CONTENT

UNC and its licensors retain full and complete title to all information and materials provided on or through or submitted to the Services, including any artwork, graphics, text, video and audio clips, trademarks, logos and other content (collectively, “UNC Content”). All trademarks not owned by UNC that appear in the Services are the property of their respective owners.

Except for content that is in the public domain or unless UNC provides you with written authorization to do so, you may not:

Incorporate any UNC Content into any other work (such as your own website) or use UNC Content in any public or commercial manner;
Copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell UNC Content in any form or by any means;
Change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the UNC Content; or
‘Deep link’ to any of the Services (i.e., link to any page other than the home page of one of the Services).

UNC DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE SERVICES OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY THIRD PARTY.

DISCLAIMERS RELATED TO UNC’S LICENSORS

Medical Advice Disclaimer

UNC provides the Services, INCLUDING THE RELATED information AND content (collectively, “Information”) for informational purposes only. UNC does not PROVIDE any medical advice PURSUANT TO the Services, and the Information should not be so construed or used. Using AND accessing THE Services and providing personal or medical information through the app are NOT INTENDED TO AND DO NOT replace the services, ADVICE, ANALYSIS, TREATMENT, OR JUDGEMENT of a licensed, trained HEALTHCARE PROVIDER nor are they INTENDED TO be a substitute for medical advice of a TRAINED HEALTHCARE PROVIDER. You should not rely on anything contained ON THE Services, and you should ALWAYS consult YOUR HEALTHCARE PROVIDER in all matters relating to your health. You hereby agree that you shall not make any health or medical related decision based in whole or in part on ACCESS OR USE OF THE Services OR any INFORMATION PROVIDED FROM THE Services.

General Disclaimers

WHILE UNC WILL ATTEMPT TO OFFER THE SERVICES WITHOUT INTERRUPTION, ACCESS IS PROVIDED ON AN “AS-IS, AS-AVAILABLE” BASIS. UNC DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SERVICES AT ANY PARTICULAR TIME. ADDITIONALLY, UNC CANNOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE. IF YOU HAVE REASON TO BELIEVE THAT YOUR INFORMATION IN THE SERVICES ARE NOT ACCURATE OR THAT THERE IS AN ERROR WITH THE SERVICES, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER. UNC RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICES AT ANY TIME WITHOUT CAUSE OR NOTICE.

YOU UNDERSTAND THAT UNC TAKES NO RESPONSIBILITY FOR AND DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES OR DEFECTS IN THE SERVICES, COMMUNICATION LINES, THE INTERNET OR YOUR INTERNET SERVICE PROVIDER (ISP), COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE THAT YOU USE TO ACCESS THE SERVICES.

YOU FURTHER UNDERSTAND THAT UNC makes NO representations or warranties with respect to any Information offered or provided within or through the Services regarding treatment of medical conditions. Under no circumstances will UNC or its licensors be liable to you or to any other person, as a result of your use of the Services, for any direct, indirect, special, incidental, exemplary, consequential or other damages under any legal theory, including, without limitation, tort, contract, strict liability or otherwise, even if advised of the possibility of such damages.

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, UNC’s licensors shall have any liability whatsoever arising from the Services, the app, or their failure to operate.

Please be aware that the Services and all associated SERVICES and systems are housed on servers in the United States. If you are located outside of the United States, the data is processed and stored in the United States, which may not offer the same level of privacy protection as the country where you reside or are a citizen. By using the Site and providing information to us, you consent to the transfer to and processing of the information in the United States.

Limitation of Liability and Exclusion of Certain Damages

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNC AND ITS REPRESENTATIVES, AGENTS, AND ANY OF ITS TRUSTEES, EMPLOYEES, PARENT ENTITIES, SUBSIDIARIES, AFFILIATED ENTITIES, REPRESENTATIVES, AGENTS AND LICENSORS (“COVERED PARTIES”) WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING ANY LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICES INTERRUPTIONS AND PROCUREMENT OF SUBSTANTIVE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES. YOU FURTHER WAIVE AND AGREE NOT TO ASSERT AGAINST UNC ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, EVEN IF YOU KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN EACH CASE, ARISING OUT OF OR RELATING TO (i) THE USE OR INABILITY TO USE THE SERVICES OR (II) THE CONDUCT OF YOU OR ANY OTHER REGISTERED USER IN CONNECTION WITH THE USE OF THE SERVICES.

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL UNC’s TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATION TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, THE SERVICES, OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED, IN THE AGGREGATE, ONE HUNDRED UNITED STATES DOLLARS ($100.00).

You acknowledge and agree that the above limitations of liability together with the other provisions in this Agreement that limit liability are essential terms and that UNC would not be willing to grant you the rights set forth in this Agreement but for your agreement to the above limitations of liability.

DISPUTE RESOLUTION

If you have a complaint about the Services, please contact UNC via email at optimizingmeds@unc.edu.

To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. This Agreement is governed by and construed and enforced in accordance with the internal laws of the State of North Carolina, without giving effect to the principles of conflicts of laws of such state, and is binding upon the parties hereto in the United States and worldwide.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THE CAUSE OF ACTION IS PERMANENTLY BARRED.

If you are a resident of the US: Any dispute between you and UNC or UNC’s agents, employees, officers, trustees, successors, assigns, subsidiaries or affiliates arising from or relating to this Agreement and its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement is subject to the exclusive jurisdiction of the State or Federal courts located in Orange County, North Carolina, other than for actions to enforce any order or judgment entered by such courts.

NOTICE TO CALIFORNIA RESIDENTS

BY USING THE SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:

The provider of the Services is:

The University of North Carolina at Chapel Hill
Campus Box 7574
2400 Kerr Hall, 301 Pharmacy Lane
Chapel Hill, NC 27599-7574
(919) 962-8210

If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending a letter to the attention of “Office of University Counsel” at the above address.

TERMINATION

You may terminate your Account at any time for any reason effective upon written notice to UNC. UNC reserves the right immediately to suspend or terminate your account and access to the Services without notice if UNC believes you violated this Agreement.

Termination will not limit any of UNC’s other rights or remedies. The sections titled Content, Disclaimer of Warranties, Limitation of Liability, Dispute Resolution, Mobile Applications, General Terms and any other provision that is intended to survive termination shall survive termination of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part in any jurisdiction, then that provision shall be deemed ineffective in such jurisdiction but shall have no effect on the enforceability of the remaining provisions

LINKS TO OTHER WEBSITES AND SERVICES

The Services contain links to other websites and services that we think may interest you, including social networking (collectively, “Linked Services”). Linked Services are not under the control of UNC, and UNC is not responsible for any information or materials on, or any form of transmission received from, any Linked Service. The inclusion of a link does not imply endorsement by UNC of the Linked Services or any association with the operators of the Linked Services. UNC does not investigate, verify or monitor the Linked Services. UNC provides links to Linked Services for your convenience only. You access Linked Services at your own risk.

INTERNATIONAL USE

If you are not a United States resident and you are accessing our Services from outside the United States, you agree to transfer certain information outside your home country to us and that you will follow all the laws that apply to you.

UNC’s servers and operations are located primarily in the United States and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including Submissions and personal data) to and in the United States and/or other countries; (ii) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or use the Services; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Services. The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject UNC or its affiliates to any registration requirement within such jurisdiction or country.

GENERAL TERMS

This Agreement (i) inures to the benefit of and will be binding upon UNC’s and you and your successors and assigns, respectively and (ii) may be assigned by UNC but you may not assign them without the prior express written consent of UNC.
This Agreement, together with the Privacy Policy, contains the entire understanding by and between UNC and you with respect to the matters contained herein.
If any provision of this Agreement is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.
If UNC fails or you fail to perform any term of this Agreement and you do not enforce the term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
If UNC is or you are prevented from performing or unable to perform any obligation under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence.
The headings and captions contained herein are for convenience only.
This Agreement and all related documentation will be drafted in English. While certain text in this Agreement may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.

QUESTIONS ABOUT THE SERVICES

If you have a question about the Services, please contact us via email at optimizingmeds@unc.edu.