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Software and Services Description

Pharmacy may purchase one or more of the following Software or Services.  Upon purchase, the following Terms and Conditions apply.  No purchase necessary National Community Pharmacists Association Members for Digital Pharmacist’s Medication and Condition Content feed.

HOSTED IVR SYSTEM

Grant Of License.  Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable and revocable license to use the Software and Services only in connection with Pharmacy’s and its affiliates’ operations; and shall provide the interface to the Digital Pharmacist Hosted Interactive Voice Response (“IVR”) service (the “Service”).  Together, the Software and Services and the Service will constitute the Digital Pharmacist Hosted IVR solution (“Hosted IVR Solution” or the “System” (as further defined in Exhibit B))

System Installation and Operation.

Following the Effective Date and at a time mutually agreed to by the parties, Digital Pharmacist shall install the Hosted IVR Solution for Pharmacy at the Pharmacy’s site and on the Digital Pharmacist central server.  Installation shall be accomplished via network connectivity. Digital Pharmacist shall provide Pharmacy with installation support by telephone, email, internet or other remote access.

Pharmacy shall be responsible for ensuring the proper and customary environment and utilities necessary to install, run, and operate the System.  Any such requirements shall be provided to Pharmacy by Digital Pharmacist in writing prior to installation.  Pharmacy shall be fully responsible for providing appropriate hardware and Software and Services, including a Pharmacy management system IVR interface, together with appropriate network (LAN and WAN) connections, in accordance with the minimum requirements specified by Digital Pharmacist in writing prior to installation.  If requested by Pharmacy, Digital Pharmacist will review Pharmacy’s detailed list of hardware and Software and Services programs to determine whether they meet the minimum requirements; provided, however, that Digital Pharmacist will have no liability for the failure of any hardware or Software and Services provided by Pharmacy.

Upon installation of the System, the System will interface with the Service as hosted by Digital Pharmacist and the Pharmacy shall have access to the complete Hosted IVR Solution.

Upon mutual agreement Pharmacy shall provide Digital Pharmacist with access to the System installed at Pharmacy’s site over a broadband connection using a site-to-site secure tunnel or a secure Virtual Private Network (“VPN”) connection for the purposes of providing the Service, support, and troubleshooting.  Service accounts will be established as needed for the Hosted IVR Solution to operate.

Documentation and Training.

In connection with the installation of the System and the use of the Hosted IVR Solution, Digital Pharmacist shall provide Pharmacy with appropriate technical information for the System (“Documentation”).  Documentation shall mean user guides, operating manuals, and specifications, whether in print or machine-readable media. Documentation must be updated and provided to Pharmacy as needed as Digital Pharmacist modifies the Software and Services.

Further, Digital Pharmacist will provide on-line remote training for Pharmacy staff at mutually agreed upon times when the installation at each site is completed, at no extra charge to Pharmacy.  Such training shall cover the installation, use and operation of the System and the Hosted IVR Solution.

In addition to the remote training, Pharmacy may further request Digital Pharmacist to provide one (1) “train the trainers” on-site training session at Pharmacy’s location.  Digital Pharmacist may charge Pharmacy for such on-site training at Digital Pharmacist’s standard hourly rate of $150/hour and, if necessary, for all reasonable travel and incidental expenses associated therewith.

Digital Pharmacist may provide additional on-site training sessions as requested by Pharmacy at Digital Pharmacist’s then-current rates.  Digital Pharmacist reserves the right to increase its rates from time-to-time.  

Maintenance.  

From time to time, Digital Pharmacist may limit or suspend the availability of the System or the Service to perform emergency or routine maintenance.  Such routine maintenance shall nominally occur every six (6) months.  Digital Pharmacist may schedule routine maintenance or installation of Software and Services updates with two (2) weeks advance written notice, provided that Digital Pharmacist shall use commercially reasonable efforts to schedule such work at a time that is convenient to Pharmacy.  For emergency maintenance, Digital Pharmacist shall provide Pharmacy as much advance notice as reasonably possible under the circumstances which shall include the expected duration of the downtime for such emergency maintenance.

Technical Support.

Digital Pharmacist shall provide Technical Support Software and Services during the Term beginning on the date of installation of the Software and Services for so long as Pharmacy continues to promptly pay the Fees.

In providing the Technical Support Software and Services, Digital Pharmacist shall use commercially reasonable efforts to satisfy the warranties of Section 6 in response to requests from Pharmacy.  Digital Pharmacist shall not be responsible for providing any Technical Support Software and Services to address issues resulting from Pharmacy’s misuse, improper use, alteration or damage of the Software and Services or Software and Services, or Pharmacy’s combining or merging the Software and Services with any hardware or Software and Services not supplied or approved by Digital Pharmacist.

Technical Support Software and Services shall be limited to the two most recent major releases issued by Digital Pharmacist to its general Pharmacy base.  Notwithstanding the foregoing, Digital Pharmacist shall continue to support the major Release just prior to the two most recent major Releases for up to sixty (60) days after the issue date of the most recent release, to allow Pharmacy to receive and install the most recent Release

Cloud Based IVR System for Inbound Phone Calls

Central Server License

Client License

Visual Workflow Interface

On-Screen Reporting Tools

On-Screen Messaging Module

Message Pop Up

INBOUND SMS REFILL

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable and revocable license to use the Software and Services only in connection with Pharmacy’s and its affiliates’ operations; and shall provide the interface to the Digital Pharmacist SMS service (the “SMS Refill”).

Pickup Reminder Service via Phone Call/SMS

Software and Services License for Pickup Reminder Service.

Hand-held scanner, supplied by the Pharmacy, is required for SMS.

MEDICATION AND CONDITION CONTENT

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable and revocable license to use Medication and Condition Content created by Digital Pharmacist, exclusively on the Pharmacy’s Facebook page and any Website created and managed by Digital Pharmacist.

COMPOUNDING+

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the Compounding+ Content (the “Compounding Content”).

One, single use license of the Compounding+ Content Code to be placed within Pharmacy’s mobile app (mobile app must be powered by Digital Pharmacist)

CLASSES

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the Digital Pharmacist Classes service ( “Classes”). Digital Pharmacist will produce educational content, known as “Classes”. Pharmacy may turn on Classes, in the Dashboard, and/or the website. Pharmacy will have a royalty-free license for all Classes content, including videos, presentations, quizzes, handouts.

MOBILE APP

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the Digital Pharmacist Mobile App service (the “Mobile App”). Pharmacy mobile app will be published to both the Apple and Google Play stores. Mobile app will be customized with Pharmacy name, logo, and information. Mobile app will include the refill request form, refill reminders, discounts, health information, maps, and touch-to-call. Through a dashboard, Pharmacy can publish content (cards) to the mobile app at any time. Refill request functionality sent via fax to Pharmacy or integrated through IVR System.

WEBSITE

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the Digital Pharmacist Web Site Service (the “Website”). The Website will have the following features: Optional domain name purchase, custom branding within an existing template, 7 standard website pages (Home, Software and Services, Mobile, Health News, Medication Info, Contact/Locations, Refill), search engine optimization, mobile optimization, location optimization (Google Maps), opening hours, cut and paste photos and write/edit the description, health information, RxCoupons, refill to fax or refill via IVR System, email sign up, text to phone, mobile app content publication capabilities through a dashboard, refill request functionality sent via fax to Pharmacy or integrated through IVR System. All website change requests should be made via email to help@digitalpharmacist.com

DIGITAL MARKETING

Digital Pharmacist will deliver the agreed number of clicks for the agreed investment in any given month or spend the agreed dollar amount on behalf of the pharmacy. Digital Pharmacist will manage campaigns. Pharmacy may opt into Digital Pharmacist (i) standard campaign schedule (ii) seasonal campaign schedule (iii)  health education marketing schedule. Digital Pharmacist will create advertisements and place advertisements in media, including social media and email newsletters. Digital Pharmacist will manage Facebook advertising campaigns on behalf of Pharmacy Digital Pharmacist reserves the right to change, alter, and update Pharmacy’s Facebook advertising campaigns on an ongoing basis in order to maximize results. Pharmacy acknowledges that Facebook advertising campaigns run on behalf of Pharmacy will follow Digital Pharmacist’s standard Facebook advertising campaign cycle and that changes to this campaign cycle are not permitted. Pharmacy will receive regular Marketing performance reports from Digital Pharmacist

E-NEWSLETTER

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the E-Newsletter service (the “E-Newsletter”). Digital Pharmacist will send out 1 (one) newsletter per week to Pharmacy’s email list. Pharmacy is responsible for providing Digital Pharmacist with an email list for a monthly newsletter. Digital Pharmacist will populate monthly newsletter with Digital Pharmacist health information. Pharmacy may opt into Digital Pharmacist (i) standard campaign schedule (ii) seasonal campaign schedule (iii)  health education marketing schedule. Pharmacy is responsible for providing Digital Pharmacist with Pharmacy specific content to be included in monthly newsletter

DASHBOARD

Digital Pharmacist grants to Pharmacy and its affiliates a non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use the Digital Pharmacist Dashboard (the “Dashboard”). Digital Pharmacist will provide Pharmacy with access to a dashboard that shows data related to Pharmacy refill transaction volume via Pharmacy mobile app and website, mobile app download metrics, website metrics, and newsletter metrics. The dashboard gives Pharmacy the ability to create “cards” to further customize Pharmacy mobile app and newsletter.  Pharmacy may also view email subscribers and email subscribers from the Dashboard.