LEGALLY BINDING AGREEMENT (this “Agreement”) between Chalice Pharmaceuticals, LLC., a Nebraska
corporation (“CHALICE”, “we”, “us”, or “our”), and you, governing your use of the Chalice Pharmaceuticals websites located at www.chalicepharm.com.
BY SIGNING UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SITES,
YOU ARE ENTERING INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS
TERMS AND CONDITIONS. Please read this Agreement carefully. If you are unwilling or unable
to be bound by this Agreement, you must immediately cease your use of the Sites. We may
update or modify this Agreement from time to time; the current version will always be made available
on the Sites. Your continued use of the Sites after a new version of this Agreement has been posted
constitutes your acceptance of the then-current Agreement.
The Sites and the Material (as defined below) are provided for the limited purpose of facilitating
communication and online health care services between authorized patients and authorized medical
providers (the “Services”). The content of any communications between authorized patients and
authorized medical providers is not itself part of the Services provided by Chalice Pharmaceuticals, and Chalice Pharmaceuticals has no responsibility for the content of such communications.
The Sites may contain information, data, text, software, sounds, images, and other material
(collectively, the “Material”). If, and only if, you agree to, and are in full compliance with, the terms
and conditions of this Agreement, Chalice Pharmaceuticals grants you a personal, non-exclusive, nontransferable license to access and use the publicly available pages on the Sites and the Material
contained therein solely for your personal non-commercial use. Any other use, duplication,
distribution or other exploitation of the Sites, the Service, the Materials or any portion thereof is a
violation of the terms of this Agreement and is strictly prohibited.
3) Use Restrictions
Without limiting the foregoing, you shall not directly or indirectly:
republish, post, upload, frame, retransmit, redistribute, modify, remove any intellectual
property or similar notices or otherwise reproduce the Sites, the Service or any Materials in
any format to anyone in any way (other than the download to your personal computer that is
inherent in viewing a web page); use any ad blocking mechanism, device, or tool to prevent the placement of
advertisements in Chalice Pharmaceuticals; access, attempt to access, or obtain any information regarding other users (including,
without limitation, personal information and details regarding use of the Service); allow anyone else to use or access your username, account or password; deep link to any page or portion of the Sites; use any robot, spider or other data mining or other automatic device, program, or similar process or means to access, acquire, copy or monitor the Sites, another user’s information or systems, the Materials or any portion thereof, or in any way circumvent the navigational structure or presentation of the Sites or access any portion of the Sites other than with a commercial browser or the mobile applications developed and operated by us; breach or attempt to breach the security or authentication measures on the Sites or any network or database connected to the Sites; decompile, reverse engineer, disassemble or otherwise reduce any software code for the Sites to a human-readable form; make any automated high-volume or other use of the Sites for re-mailing, spamming or other purposes; use the Sites, the services offered through the Sites or the Material in violation of any applicable law, rule or regulation; submit any data, content or other material that contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Sites, the Materials or any connected network or database, or otherwise interferes with any person or entity’s use or enjoyment of the Sites; submit any data (including, without limitation credit card and other payment data), content or other material in violation of any applicable law or regulation, or that violates or infringes upon the patent, trademark, copyright, trade secret, privacy, publicity or other rights of any third party; submit any data (including, without limitation credit card and other payment data), content or other material that is false, misleading, deceptive, defamatory, obscene, indecent, threatening, abusive, offensive, harassing, or hateful; or misrepresent your identity, sponsorship, or affiliation with any third party, including using a third party’s username, password, personally identifiable or other account information. Chalice Pharmaceuticals users must be at least 13 years old to use the Services, including, without limitation, the Site’s prescription request feature. Users who are between 13 and 18 years old must have their parent or guardian read and agree to the terms of this Agreement on their behalf. You will maintain the confidentiality of your account and other information and promptly notify us if you become aware of any third-party use of your account or other information relating to the Sites or the services offered through the Sites. You are responsible for all acts, omissions, statements and other uses of your account and other information on the Sites and the Service. We cannot and do not assure that other users are complying or will continue to comply with the foregoing rules of conduct or any other provisions of this Agreement, and, as between you and Chalice Pharmaceuticals, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
4) Account Restrictions
In addition to, and without limiting, the Use Restrictions provided in Section 3, you agree not to:
(a) misrepresent or falsify your identity;
(b) create duplicate accounts, other than through Chalice Pharmaceuticals’ approved Sub-Account feature;
(c) use the Sub-Account feature to misrepresent your relationship with any third party; or
(d) respond to any question or prompt or provide any personal information, in the course of creating
your account or otherwise, that is false, misleading or untruthful
By accessing and using the Sites and the Service, you represent and warrant that you are a human
5) Term and Termination
This Agreement shall remain in full force and effect until the earlier of you stopping all use of the
Sites and the Service, and termination by us for any reason (or no reason) at any time. The
provisions of Sections 1 and 4-17 will survive any termination of this Agreement.
6) Third Party Websites
The Sites may contain links to third party websites that are beyond our control, including pharmacy
locators, lab location locators and prescription drug databases. You acknowledge that by clicking
on any of these links you will be taken to websites that are not controlled by Chalice Pharmaceuticals, We are not responsible for the accuracy, reliability, or completeness of such third party websites or any
contents or services offered therein.
In addition, Chalice Pharmaceuticals does not endorse, and cannot ensure that you will be satisfied with, any
products or services offered by a third-party, even if in connection with the Sites. Chalice Pharmaceuticals does not control and is not responsible for the acts, omissions, statements and/or other conduct of
any third parties, including medical professionals. You are solely responsible for making whatever
investigation you feel necessary or appropriate before communicating with any third party.
7) Change and Cancellation Requests
To request a change or cancellation of an order or request made through the Service, please contact
Chalice Pharmaceuticals at email@example.com. You may also message the medical provider directly through
your account dashboard. We cannot guarantee, and have no obligation to ensure, that such change
or cancellation will be accommodated. Once a medical provider has acted upon an order or request,
any associated fees are non-refundable.
8) User Content
We have the right, but no obligation or responsibility, to monitor and refuse to process or post any
request, information, or other content provided by a user (“User Content”) that violates this
Agreement or applicable law. We may identify users or disclose User Content to third parties when
we believe in good faith that such identification or disclosure will either (i) facilitate compliance with
laws, including, for example, compliance with a court order or subpoena, or (ii) help to enforce this
Agreement and/or protect the safety or security of Chalice Pharmaceuticals and our users, including the Sites and the Service. Moreover, we may remove User Content at any time for any reason or no reason
The Sites and the Material are owned by Chalice Pharmaceuticals or our licensors and protected under copyright
and trademark law. Except for the revocable and limited license to access and use the Sites,
Material, and Service, Chalice Pharmaceuticals expressly reserves all intellectual property and other rights in and to the Materials, the Sites and the Services.
If you send us any suggestions, inventions, modifications, improvements, concepts, ideas or other
information regarding the Sites, the Materials or the Service (collectively, “Ideas”) by any means,
you hereby agree that Chalice Pharmaceuticals has no obligation to protect or keep the idea confidential for you or any other person or entity, and you hereby grant Chalice Pharmaceuticals a perpetual, irrevocable, worldwide, fully paid up and royalty free, transferable and sublicenseable license to the Idea and all intellectual
property and other rights in and to the Idea to use, modify, develop, create derivative works based
on, and otherwise exploit the Idea in all forms, formats, manners and forever throughout the world
for any purpose whatsoever, commercial or otherwise, without notice, compensation and/or approval
to or from you or any other person or entity.
10) Changes and Operation
Chalice Pharmaceuticals reserves the right to discontinue, change and/or modify the Sites, the Service and the Materials at any time, in any way, for any or no reason.
CHALICE PHARMACEUTICALS IS NOT A MEDICAL PROVIDER. WE PROVIDE THE SERVICE SOLELY AS A
COMMUNICATIONS TOOL FOR MEDICAL PROVIDERS AND PATIENTS. MEDICAL
PROVIDERS WHO USE THE SERVICE ARE SOLELY RESPONSIBLE FOR ALL MEDICAL
ADVICE, DIAGNOSIS AND TREATMENT PERFORMED THROUGH THE SERVICE BASED ON
THEIR RESPECTIVE MEDICAL JUDGMENT. CHALICE PHARMACEUTICALS DOES NOT SELECT, PERFORM,
ANALYZE OR REVIEW ANY HEALTH CARE OR MEDICAL PROVIDERS AND YOU AGREE
THAT ANY CARE REQUESTED, RECEIVED OR PROVIDED THROUGH THE SERVICE DOES
NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT BY OR FROM CHALICE PHARMACEUTICALS IN ANY WAY. ADDITIONALLY, CHALICE PHARMACEUTICALS DOES NOT PROVIDE ANY
WARRANTY AS TO HOW LONG IT WILL TAKE FOR A MEDICAL PROVIDER TO PRESCRIBE
ANY SERVICE THROUGH CHALICE PHARMACEUTICALS. YOU ACKNOWLEDGE AND UNDERSTAND THAT
THE SITES DO NOT REPLACE THE SERVICES OF LICENSED HEALTH CARE
PROFESSIONALS AND THAT YOU SHOULD CONSULT WITH A MEDICAL PROVIDER
REGARDING ANY HEALTH CONCERNS, QUESTIONS, SIGNS OR SYMPTOMS.
THE SITES, THE SERVICE AND THE MATERIALS ON OR OTHERWISE RELATED IN ANY WAY
TO THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES
OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,
CHALICE PHARMACEUTICALS DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND
NON-INFRINGEMENT RELATED TO THE SITES, THE SERVICES AND THE MATERIALS ON
OR OTHERWISE RELATED IN ANY WAY TO THE SITES.
CHALICE PHARMACEUTICALS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE
USE OR THE RESULTS OF THE USE OF THE SITES, THE SERVICE OR ANY MATERIALS
AND DOES NOT WARRANT THAT THE SITES, THE SERVICE OR ANY MATERIALS WILL BE
ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL
BE CORRECTED, OR THAT THE SITES ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION DUE TO ANY SUCH ISSUE.
FURTHERMORE, CHALICE PHARMACEUTICALS DOES NOT MAKE ANY REPRESENTATION AND IS NOT
RESPONSIBLE FOR ANY ACTS, OMISSION, INFORMATION OR STATEMENTS PROVIDED BY
ANY THIRD PARTIES (INCLUDING ANY MEDICAL PROVIDER OR TESTING FACILITY) AND
RELIANCE ON ANY INTERACTION WITH OR INFORMATION FROM ANY SUCH THIRD PARTY
IS STRICTLY AT YOUR OWN RISK. WITHOUT LIMITING THE RELEASES AND OTHER
LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, IF YOU HAVE A DISPUTE
WITH ANY SUCH THIRD PARTY YOU HEREBY RELEASE CHALICE PHARMACEUTICALS AND/OR OUR
AFFILIATES OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE OFFICERS, DIRECTORS,
OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS, FROM ALL CLAIMS,
DEMANDS AND/OR DAMAGES OF EVERY KIND OR NATURE (KNOWN OR UNKNOWN)
ARISING FROM OR RELATED TO SUCH DISPUTES.
You hereby agree to indemnify, defend, and hold Chalice Pharmaceuticals and our licensors and each of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and
assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses,
damages, liabilities and costs (including settlement costs and any legal or other fees and expenses
for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties
in connection with any claim arising out of any breach by you of this Agreement or claims arising
from your use of the Sites, the Service and/or your account(s). You shall use your best efforts to
cooperate with us in the defense of any claim. Chalice Pharmaceuticals reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
13) Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL CHALICE PHARMACEUTICALS OR OUR LICENSORS OR ANY OF THE
FOREGOING ENTITIES’ RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES,
AGENTS, REPRESENTATIVES AND ASSIGNS, BE LIABLE TO YOU OR ANY OTHER PERSON
OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND
PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULTS FROM THE USE OF,
OR THE INABILITY TO USE, THE SITES, THE SERVICES OR THE MATERIALS, EVEN IF CHALICE PHARMACEUTICALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL CHALICE PHARMACEUTICALS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND
CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS)
FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITES OR
SERVICE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL CHALICE PHARMACEUTICALS BE HELD
LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR
INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND ITS REASONABLE
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE
IN THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
14) Additional Medical Provider Terms
For the purposes of this Section 14 only, “you” refers to a medical provider (the “Provider”) or any
person acting on the Provider’s behalf.
14.1) We treat the Provider in whose name an account is established as the owner of such
account. The Provider is a party to this Agreement for all purposes. The Provider is likewise subject
to all of the covenants, restrictions, limitations, representations, warranties, waivers and releases
included in this Agreement.
14.2) Before using the Service, the Provider will execute the following agreements: (1) Business
Associate Agreement in a form provided by us; (2) Affiliation Agreement; and (3) Third Party Network
Agreement, if applicable.
14.3) You understand that the Chalice Pharmaceuticals platform does not meet Drug Enforcement Agency (DEA) requirements for routing prescriptions for narcotics or other controlled substances.
14.4) You represent and warrant that: (i) you are authorized to submit any information you submit
to us (“Provider Information”) and to enter into this Agreement on behalf of the Provider; and (ii) any
such Provider Information is complete, accurate, and correct, including without limitation information
regarding the Provider’s professional license for documentation purposes to prescribe healthcare
services such as medications and lab tests for authorized patients.
14.5) You hereby grant Chalice Pharmaceuticals a license to use and display your Provider Information,
including but not limited to your trademarks, for the purpose of making the Service available to our
14.6) You will promptly notify us of any changes to the Provider’s license status, contact
information, or other information linked to the Provider’s account.
14.7) You represent and warrant that the Provider’s license authorizes the Provider to prescribe
medications and/or lab tests as appropriate.
14.8) You agree and understand that Chalice Pharmaceuticals provides an administrative service for you and makes no representations or warranties as to the performance of prescribed services, the results of
lab tests, or the efficacy of any treatments that you prescribe. All responsibility for the well-being of
your patients is borne by you. You agree and understand that we cannot and do not guarantee any
particular visibility, publicity, leads, contacts, or other perceived benefit to the Provider from using
14.9) You agree that your use of Chalice Pharmaceuticals is subject to verification by us of your identity and credentials as a health care provider, and to your ongoing qualification as such. When necessary,
you agree that we may use and disclose your personal information for such purposes, including
making inquiry of third parties concerning your identity and professional and practice credentials.
You authorize such third parties to disclose to us such information as we may request for such
purposes, and you agree to hold them and us harmless from any claim or liability arising from the
request for or disclosure of such information. You agree that we may terminate your access to or
use of the Services at any time if we are unable at any time to determine or verify your
qualifications or credentials.
14.10) You will promptly notify us of any order or demand for compulsory disclosure of health
information if the disclosure requires access to or use of the Chalice Pharmaceuticals. You will cooperate fully with us in connection with any such demand.
14.11) Compliance with Law. You are solely responsible for ensuring that your use of Chalice Pharmaceuticals complies with applicable law, including laws relating to maintenance of privacy, security, licensure, scope of practice and confidentiality of patient and other health information. You agree that you will follow all laws and rules governing the use of laboratory work and other provision of medical care as determined by your licensing board or other applicable authority. You present to Chalice Pharmaceuticals that you have obtained all proper authorizations required by law from your patients before
using Chalice Pharmaceuticals and accept all responsibility for acts or omissions resulting therefrom. You will not grant any user any rights to access or use of Chalice Pharmaceuticals that they would not be allowed to have under applicable laws. We offer no assurance that your use of Chalice Pharmaceuticals under the terms of this Agreement will not violate any law or regulation applicable to you. We may share Provider Information with third parties if we believe in good faith that such disclosure is helpful to (i) comply
with a court order, warrant or other legal process, (ii) protect the rights, property or safety of Chalice Pharmaceuticals or others, or (iii) investigate or enforce suspected breaches of this Agreement.
14.12) Indemnification. In addition to the indemnification obligations in Section 12 above, you
hereby agree to indemnify, defend, and hold harmless the Indemnified Parties, from and against
any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the
listing of your Provider Information on the Sites or Services; (b) any breach by you of any
representations, warranties or agreements contained in this Agreement; (c) the actions of any
person gaining access to Chalice Pharmaceuticals under the account assigned to you; (d) your negligence or willful misconduct. Your indemnification obligations in this Agreement are cumulative, and are not
intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law,
even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
15) HIPAA Business Associate Agreement
If you are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and
use the Services in a manner that causes us to create, receive, maintain, or transmit Protected
Health Information on your behalf, then you agree to the HIPAA Business Associate Agreement
16) Disputes, Arbitration and Venue
The Sites are not intended for viewing and use outside the United States and Chalice Pharmaceuticals makes no representation that the Sites, the Service or Material is appropriate or available for use in any
particular location within the United States. Your use of or access to the Sites shall not be construed
as the purposeful availment of the benefits or privilege of doing business in any state other than
California. If you choose to access and use the Sites and related services, you do so on your own
initiative and you are responsible for compliance with all applicable laws including any applicable
Any controversy, claim or dispute arising out of or relating in any way to your use of this Sites, the
Service, any purchases made through this Sites, or your account, if any (collectively a “Claim”),
shall be governed by the laws of California without respect to its choice (or conflict) of laws
Both you and Chalice Pharmaceuticals waive the right to bring any Claim as a class, consolidated,
representative, collective, or private attorney general action, or to participate in a class,
consolidated, representative, collective, or private attorney general action regarding any such Claim
brought by anyone else. In addition, you and Chalice Pharmaceuticals agree that any Claim shall be resolved by final and binding arbitration at the American Arbitration Association and waives any right to
have a Claim tried by a jury. The arbitration of all Claims shall take place in Los Angeles County, California in accordance with the Commercial Arbitration Rules and the Consumer-Related Disputes Supplementary Procedures of the American Arbitration Association in effect at the time of the Claim. Unless either party or the arbitrator requests a hearing, the parties will submit their arguments and evidence to the arbitrator in writing. The arbitrator will make an award based only on the documents. This is called a Desk
Arbitration. If any party makes a written request for a hearing within ten days after the American
Arbitration Association acknowledges receipt of a claimant’s demand for arbitration (or the arbitrator
requests a hearing), the parties shall participate in telephone hearing. In no event shall the parties
be required to travel to Los Angeles to participate in the arbitration. Notwithstanding any provision
in the Commercial Arbitration Rules and the Consumer-Related Disputes Supplementary
Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the
arbitration as a class, consolidated, representative, or private attorney general action or to
consolidate, join, or otherwise combine the claims of different persons into one proceeding.
This arbitration agreement is subject to the Federal Arbitration Act and is enforceable pursuant to
its terms on a self-executing basis. The arbitrator shall determine any and all challenges to the
arbitrability of a claim. A judgment on the award of any court of competent jurisdiction may be
entered upon the award.
17) Entire Agreement; Amendment
Chalice Pharmaceuticals related to the matters set forth herein, including the Sites, the Services, the Material and your use thereof; provided, however, that participating medical professionals and testing
facilities have additional terms governing their use of the Sites and the Services.
This Agreement shall be governed by and construed in accordance with the laws of the State of
California and the laws of the United States, without giving effect to any principles of conflicts of law.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that
provision shall be deemed severable from this Agreement and shall not affect the validity and
enforceability of any remaining provisions. No waiver of any provision of this Agreement by us shall
be deemed a further or continuing waiver of such provision or any other provision, and our failure to
assert any right or provision under this Agreement shall not constitute a waiver of such right or
provision. In this Agreement, the word “including” is used illustratively, as if followed by the words
“but not limited to.” If you have any questions about this Agreement, please contact us at
Last updated 8/1/22