Terms of Service

Last revised: November 25, 2019
Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Site and Services and purchase of Products. By clicking “accept”, you acknowledge that you have read, understand, and accept all terms and conditions contained within the Terms of Use, and Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use this Site or Services; promptly exit this Site. Binding Arbitration.
‍‍These Terms of Use provide that all disputes between you and Rupa Health that in any way relate to these Terms of Use or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Rupa Health.

‍Privacy Practices

You agree that information provided by you in connection with the Services and Site shall be governed by the Rupa Health Privacy Policy, which is hereby incorporated and made a part of this Agreement.

Updates to this Terms of Service

We may update this Terms of Service from time to time. If We modify Our Terms of Service, We will post the revised version here, with an updated revision date. You agree to visit these pages periodically to be aware of and review any such revisions.

If We make material changes to Our Terms of Service, We may also notify You by other means prior to the changes taking effect, such as by posting a notice on Our websites or sending You a notification. By continuing to use Our Site after such revisions are in effect, You accept and agree to the revisions and to abide by them.

The NPFS Terms of Service was revised and posted as of July 6th, 2019.


‍Services Provided – No Medical Care or Advice by Rupa, Inc.

We offer an online service to help healthcare practitioners order specialty lab-work more efficiently. We do not act as a healthcare practice, nor do we provide medical care. We do not partner with or hire practitioners. They simply use our software.


Eligibility

In order to use Rupa Health’s services, You must meet a number of conditions, including but not limited to:

  • You must know and abide by all Laws of the specific jurisdiction(s) in which you operate as a practitioner, including, but not limited to, all Laws pertaining to scope of practice, lab ordering laws, professional licensing or conduct, or taxes.
  • You must charge Patients no more than is permitted under the Laws where You operate Your practice and/or the Patient resides.
  • You must provide Us with accurate personal information, payment information, and other information that We deem necessary to provide You with Our Services.
  • You must have reached the minimum age required to enter into a contract in the area in which You reside.
  • You may not represent yourself acting on behalf of Rupa Health as its agent or otherwise.

Right to Access and Rules of Use

Subject to the terms and conditions of these Terms of Service, and so long as Your Account is in good standing, Rupa Health hereby grants to You, a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Site solely for Your internal business purposes.

In addition to meeting the eligibility requirements discussed above, Users agree to comply with the following rules governing Your use of Our Services:

  • You shall not make any representations, warranties, guarantees, indemnities, commitments, or other similar claims actually, apparently, or ostensibly on behalf of Rupa Health, Supplier, or any Health Product Distributor that are inconsistent with the Terms of Service or the information provided by Supplier regarding Product.
  • You shall not make any claims regarding the use of Products which do not explicitly appear on the label of Products or Supplier’s Product Listing.
  • You are exclusively responsible for, and Rupa Health and Supplier disclaim any and all liability for, any statements that You may make regarding the Products to Patients, including any claims that a Product treats specific diseases or conditions that do not explicitly appear on the Product label or in Supplier’s Product Listing.
  • You shall not engage in any unfair, competitive, misleading or deceptive practices regarding the Product, Supplier, or Rupa Health.
  • You shall not post or send anything violent, indecent, obscene, threatening, pornographic, racist, hateful, libelous, defamatory or which discloses private or personal matters concerning any person other than yourself or otherwise objectionable, as determined in the exclusive discretion of Rupa Health.
  • You shall refrain from the making of any fraudulent or negligent representations related to Rupa Health, the Product(s), or Our Services.
  • You shall not infringe on anyone’s Intellectual Property Rights (including Rupa Health’s Intellectual Property Rights), defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
  • You shall not hack, crack, phish, SQL inject, or otherwise compromise the confidentiality, integrity, or availability of the Rupa Health Site, Service, or its Users’ computers, including, without limitation, viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.
  • Except as expressly provided in these Terms of Service, You shall not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse engineer, create derivative works from, or otherwise exploit any content or information from the Site, in whole or in part, without Our express written permission.
  • You shall not use any robot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Site.
  • You may not do anything else which, in Rupa Health’s sole discretion, may bring Rupa Health or any of its Users into disrepute, or endanger the business or safety of Rupa Health or any third party.
  • You must observe all directions and instructions given by Supplier in relation to the Product, including labeling, branding, directions, dosage, storage, and other directions.
  • You shall comply with all applicable Laws of any Governmental Authority with jurisdiction over Your actions, including the Laws applicable to any jurisdiction to which You arrange for the shipment of Product.
  • You may not sell any regulated goods unless You have complied with all governing regulations and Laws.
  • You shall not permit any other person (other than an agent acting on your behalf and subject to your direct supervision) to access the Services using Your Account information for any purpose.
  • You shall not interfere with other Users’ use of the Services, including, without limitation, spamming or otherwise using abusive tactics related to deter others from facilitating transactions.
  • You may not post or transmit charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other Users to use goods or services that are not otherwise authorized as Products offered by Rupa Health.

Our provision of Services to You is contingent on Your agreement with this and all other sections of this Agreement.

You hereby expressly acknowledge that You are solely and exclusively responsible for Your compliance with any and all applicable Laws and that Rupa Health does not purport to offer any advice or information concerning potentially applicable Laws or compliance therewith. The reference to specific laws or regulations in this section or elsewhere in this Agreement shall not be read or construed to imply that such laws or regulations are applicable to You, nor that other laws or regulations are not applicable to You. Further, Rupa Health expresses no opinion with respect to the appropriateness or legality of the resale or recommendation of Products to Patients by a Health Professional. It is Your responsibility to consult with appropriate legal counsel as necessary to ensure that You are informed of and in compliance with all applicable Laws.

Health Professional Licensing & Ethics

Most jurisdictions require that Health Professionals making recommendations to Patients on health-related matters be licensed to do so. Additionally, Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over Health Professionals may require that certain ethical standards be followed. You may also be required to make certain disclosures to Patients or be limited in Your ability to charge Patients more than the Manufacturer’s Suggested Retail Price (MSRP) for Products. You agree to act in accordance with all licensing and ethical standards applicable to You as a Health Professional.

If You wish to use Our Services, Rupa Health requires that You be authorized by the applicable Governmental Authority; by using Our Services, You hereby warrant that You are so authorized.

Accounts and Passwords

Certain features or services offered on or through the Site may require You to open an Account (including setting up a username and password).

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT INFORMATION, INCLUDING YOUR PASSWORD, AND FOR ANY AND ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT. YOU AGREE TO NOTIFY Rupa Health IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR PASSWORD. YOU MAY NOT USE THE ACCOUNT, USER NAME OR PASSWORD OF ANY OTHER INDIVIDUAL OR COMPANY AT ANY TIME WITHOUT THE EXPRESS WRITTEN PERMISSION AND CONSENT OF THE HOLDER OF THE ACCOUNT, USERNAME OR PASSWORD. Rupa Health WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

Products sold through the Rupa Health platform are quoted at Manufacturer’s Suggested Retail Price (MSRP). Health Professionals who are using a Practitioner Seller Account have the ability to discount the Sale price to no lower than the service fee earned by such health Professional from Rupa Health noted below. You agree to abide by all applicable Laws and professional ethical guidelines for the Products You recommend when setting the Sale price.

For all Practitioner Seller Accounts, Rupa Health collects its fee as a percentage of MSRP Manufacturer Suggested Retail Price for products, postage, handling, customer support, sales tax administration and payment processing services furnished by Rupa Health to Your Patients on Your behalf. The balance is the service fee paid to You. The allocation of Rupa Health’s fees relative to Your fee will be determined on a Product-by-Product basis and shall be disclosed to You in Your User Account. Rupa Health reserves the right to modify these allocations in its sole discretion from time to time in its sole discretion without notice to You and all new Product orders after such changes will be subject to the new allocations. Please check daily for updates on fee allocations in Your Account.

Practitioner Accounts

Health Professionals who register for a Rupa Health Practitioner Account may use Rupa Health to recommend Products to Patients for purchase from Rupa Health. However, unlike Practitioner Seller Accounts, Health Professionals will not have any say over the price any of Products.

Catalogue and Product Descriptions

All features, specifications, Products and prices of Products described on Rupa Health are subject to change at any time without notice.  We make no representation as to the completeness, accuracy, or currency of any information on Rupa Health. We reserve the right to make changes to information about price, description, or availability without notice. We have made every reasonable effort to display as accurately as possible the packaging of products that appear on Rupa Health. The inclusion of any products or services on Rupa Health does not imply or warrant that these Products or services will be available at any particular time.

Shipping

Rupa Health and/or the Health Product Distributor will ship Product in accordance with any Supplier instructions. Shipping policies related to delivery time and/or method may vary based on the Health Product Distributor furnishing the Product. For more information about shipping, please visit the website of the relevant Health Product Distributor.

Our Intellectual Property Rights

The Site contains copyrighted material, trademarks (including but not limited to the Rupa Health trademark), service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the Site and the Content are copyrighted as a collective work under copyright laws.

Rupa Health’s Content is important because it distinguishes Rupa Health from competitors and other websites in general, both to customers and to search engines. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, including any Health Professional lab ordering sites hosted by Rupa Health, without receiving Our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of Rupa Health, its suppliers or licensors.

Neither these Terms of Service nor Your use of the Site transfers any right, title or interest in the Site, Content, or Intellectual Property Rights to You. We and Our third-party licensors retain all of Our and their respective right, title, and interest to the Site, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved.

Integration with Third Party Applications.

  • We may offer You the ability to integrate some of your third party applications with our Site or be able to offer you third party applications through our Site for a seamless user experience. Subject to the exception set forth below, these integrations are being provided as an accommodation only.
  • If You have requested the integration so that You can exchange data between the Site and to Your third party applications provider seamlessly, then You will be responsible to instruct Rupa Health as to what can be shared with such third party applications and Rupa Health will only be responsible to account for data that it directly controls and not with respect to any data You’ve controlled by such third party application provider. You are responsible for communicating with the third party application provider as to what they can do with the data they receive through the Rupa Health Site and may not submit instructions through Rupa Health. Rupa Health accepts no responsibility for data once its transmitted to these third parties, including, without limitation, (a) consumer or Your requests for access, deletion or modification of such data; (b) breach incidents with respect to the third party service provider; or (c) regulatory audits. Rupa Health will only respond to requests based upon data under its own control.
  • The foregoing restriction shall not, however, apply with respect to third party applications subscribed to you through the Site whereby you are paying Rupa Health for the third party application as an add-on module. In such case, Rupa Health will be responsible to process all such data in accordance with Your instructions.

Disclaimer of All Warranties

ALL PRODUCTS AND SERVICES ARE PROVIDED BY Rupa Health AND PAYMENT PROCESSOR “AS IS,” AND WE HEREBY DISCLAIM ANY IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Rupa Health MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, CONTENT OR SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE SITE OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SITE OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Indemnity and Limitation of Liability

You hereby agree to defend, indemnify, and hold Rupa Health, along with its affiliates, subsidiaries, directors, officers, agents and employees (collectively, the “Protected Parties”), harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by Rupa Health or a third party arising from or related to Rupa Health’s provision of Services to You or on Your behalf, including but not limited to any breach of a representation or warranty of this Agreement or Your use of Our Site or Services. You agree that this duty to defend extends to requiring You to pay for Our reasonable attorneys’ fees, court costs, expert witness fees and disbursements.

IN NO EVENT SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT Rupa Health HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF COMMISSIONS PAYABLE TO YOU FROM Rupa Health HEREUNDER DURING THE THREE  (3) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.

NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE  OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR PRODUCT ORDER INFORMATION, THAT AND DAMAGES OR LOSSESS YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICE OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICE AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR (OR YOUR PATIENTS’) ACCESS TO OR YOUR (OR YOUR PATIENTS’) INABILITY TO ACCESS THE  SERVICE, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

You agree that the Protected Parties are not responsible in any way for damages caused by third parties who may use Our Services or who provide Products or Services through the Site, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards You. Further, You agree that the Protected Parties are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any actions taken by a Payment Processor to place a hold on Your funds, any failure by a Payment Processor to direct payments to the correct destination or by a Health Product Distributor with respect to shipping or delivery, or any disruptions, scheduled or unscheduled, intentional or unintentional, of Our Site which may prevent access temporarily or permanently. We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.

For jurisdictions that do not allow Us to limit Our liability: Notwithstanding any provision of these Terms, if Your jurisdiction has provisions specific to waiver or liability that conflict with the above then Our liability is limited to the smallest extent possible by Law. Specifically, We do not disclaim liability which is not lawful to exclude, either now or in the future.

The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against You on its own behalf.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THIS AGREEMENT, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Data Privacy & Security

Our privacy & security practices, as outlined in Our Privacy Statement and Terms of Service, covers only those activities that are subject to all applicable provisions of United States of America’s federal, provincial, and state privacy laws. Rupa Health’s policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate.

Rupa Health is in compliance with HIPAA.

Force Majeure

You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.

Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Rupa Health shall have the sole right to elect which provision remains in force.

Non-Waiver

Rupa Health reserves all rights afforded to Us under this Agreement as well as under the provisions of any applicable Laws. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Termination & Cancellation

We may terminate Your Account, access to the Site, or Our Services to You at Our discretion without explanation or prior notice, though We may, in Our sole discretion, provide a timely explanation. In You have ordered Product from Us directly, Our liability for refunding You, if You have paid anything to Us, will be limited to the amount You paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to Your breach of this Agreement, in which case You agree that We reserve the right offset Our reasonable assessment of potential damages attributed to Your breach against any sums owed to You.

Under no circumstances, including termination or cancellation of Our Services to You, will We be liable for any losses related to actions of other Users.

Third Party Payment Service Provider

In the United States, Rupa Health uses a third party Payment Processor for certain payment services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services available through Rupa Health, You agree to be bound by the applicable Payment Processor terms and conditions and privacy policy. You hereby consent to and authorize Us to delegate the authorizations and share the information You provide to Us with the Payment Processor(s) to the extent required to provide the Services to You.

Assignment of Rights

You may not assign Your rights and/or obligations under this Agreement to any other party without Our prior written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our discretion.


Corporate Information

Rupa Health is owned by Rupa, Inc. Any questions or notices, unless otherwise specified in this Agreement, Our Privacy Statement, or applicable law, should be sent to:

Rupa, Inc.

177 Townsend St 528

San Francisco CA 94117