By using SectyrHub 340B™, You agree You have read, understood and are bound by these Terms and Conditions. You acknowledge that You have the authority to act on behalf of any entity for whom You are using the Service, and that Your use of SectyrHub 340B is only for lawful purposes.
We hope to continually improve the service, so these Terms and Conditions may evolve over time. We reserve the right to modify our Terms and Conditions at any time, and these amended terms will be effective from when we make such modifications on our website. In using our Service, it is Your obligation to make sure you understand and agree with our most current Terms and Conditions, as published on our site.
“Agreement” means these Terms and Conditions of Use.
“Account Subscription Fee” means the fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out in your Subscription as a Software (SaaS) Agreement
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means any data You input into the Website.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, whether or not registered.
“Service” means the online health compliance solution services, and any other services made available via the Website.
“Website” means the Internet site at the domain www.SectyrHub.com and all subdomains of SectyrHub.com.
“SectyrHub 340B” and “Sectyr” means Sectyr, LLC an Arizona company. “Invitee” means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“Subscriber” means the person or entity who registers to use the Service.
“You” means the Subscriber, and any Invitee. “Your” has a corresponding meaning.
- USE OF SOFTWARE
Subject to this Agreement, Sectyr grants You a non-exclusive, non-transferable right to access and use the Service via the Website, which right will correspond with your subscription. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invitees, or any other applicable laws:
- The Subscriber is responsible for all Invitees’ use of the Service including determining the level of access each Invitee has to the Service;
- The Subscriber can revoke or change an Invitee’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invitee or shall have that different level of access;
- In the case of disputes between Subscriber and Invitee, the Subscriber will decide what access or level of access to the relevant Data or Service that an Invitee shall have, if any.
- YOUR OBLIGATIONS
- User Security:
- You will keep secure and confidential all usernames and passwords required to access the Service. You will immediately notify Sectyr of any unauthorized use of Your passwords or any other breach of security and Sectyr will reset Your password. If this occurs, You agree to take all other actions that Sectyr reasonably deems necessary to maintain or enhance the security of Sectyr’s computing systems and networks and Your access to the Services.
- When accessing and using the Services, You will:
- not undermine the security or integrity of Sectyr’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files or Data that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
- Usage Limitations:
The features made available through SectyrHub 340B are intended for the normal use of the software. Abuse of features may result in a ban or removal of service.
We reserve the right to temporarily suspend your account if your usage significantly exceeds the average usage of other customers and/or there is a danger that your usage of the services is causing disruption to other users. We’ll always attempt to reach out to the account owner before taking any action except in rare cases where the level of use may negatively, immediately impact the performance of the Service for other customers.
You indemnify Sectyr against: all claims, costs, damage and loss arising from Your breach of this Agreement or any obligation You may have to Sectyr, including (but not limited to) any costs relating to the recovery of any Account Subscription Fees that are due but have not been paid.
- User Security:
- CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
- Each party’s obligations under this clause will survive termination of this Agreement.
- The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
- INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Sectyr (or its licensors).
- Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Account Subscription Fee when due. You grant Sectyr a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- Backup of Data:
You must maintain copies of all Data inputted into the Service. Sectyr adheres to best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Sectyr expressly excludes liability for any loss of Data no matter how caused.
- Third-party Applications and Your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Sectyr may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Sectyr shall not be responsible for any disclosure, modification, or deletion of Your Data resulting from any such access by third-party application providers.
- WARRANTIES AND ACKNOWLEDGMENTS
You warrant that where You have registered to use the Service on behalf of an entity, You have the authority to agree to this Agreement on behalf of that entity and agree that by registering to use the Service You bind the entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.
You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
- Sectyr has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorizing any person who is given access to information or Data, and you agree that Sectyr has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
- You will indemnify Sectyr against any claims or loss relating to:
- Sectyr’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- Sectyr’s making available information or Data to any person with Your authorization.
- The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
- Sectyr does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Sectyr is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- Sectyr does not provide any accounting or financial advice in allowing you the use of the Services.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- No Warranties:
Sectyr gives no warranty about the Services. Without limiting the foregoing, Sectyr does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- Consumer Guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
- LIMITATION OF LIABILITY
- To the maximum extent permitted by law, Sectyr excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of Sectyr’s negligence or failure to comply with these Terms, any claim by You against Sectyr arising from Sectyr’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Account Subscription Fees paid by You in the previous 12 months.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
- Prepaid Subscriptions
You can cancel Your Subscription as dictated in Your Subscription as a Service (SaaS) Agreement. To request Your account be cancelled within the terms of Your SaaS Agreement, You can do so by contacting Sectyr support via email at Support@Sectyr.com and confirming account details with our team. Sectyr will not provide any refund for any prepaid Fees on any Subscription.
- No-fault Termination:
This Agreement will continue for the period covered by the Account Subscription Fee paid.
- breach any of these terms in this Agreement (including, without limitation, by non-payment of any Account Subscription Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of the terms in this Agreement and the breach is not capable of being remedied (which includes any payment of Account Subscription Fees that are more than 30 days overdue); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Sectyr may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
- Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
- Expiry or Termination:
Clauses 3.3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
- Prepaid Subscriptions
- HELP DESK
- Technical Problems:
In the case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting Sectyr. If You still need technical help, please check the support provided online by Sectyr on the Website or failing that email us at Support@Sectyr.com.
- Service Availability:
Sectyr intends that the Services should be available 24 hours a day, seven days a week, however it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Sectyr has to interrupt the Services for longer periods than Sectyr would normally expect, Sectyr will use reasonable endeavors to publish in advance details of such activity on the Website.
- Technical Problems:
- Entire Agreement:
If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
- No Assignment:
You may not assign or transfer any rights to any other person without Sectyr’s prior written consent.
- Governing law and jurisdiction:
This Agreement is governed by the laws of the State of Arizona and You hereby submit to the exclusive jurisdiction of the courts of Arizona for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Sectyr must be sent to Support@Sectyr.com or to any other email address notified by email to You by Sectyr. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
- Rights of Third Parties:
A person who is not a party to these Terms and Conditions of Use has no right to benefit under or to enforce any term within this Agreement.
- Entire Agreement: