Master System Access Agreement
Last updated April 2025 (V5.0)
This Master System Access Agreement (this “Master System Access Agreement”) govern the terms described in the Order Form (the “Order Form”) and entered into between Asembia1 Systems LLC, a Delaware limited liability company with its principal place of business at 200 Park Avenue, Suite 300, Florham Park, New Jersey (“Asembia”) and the customer, as each is identified in the Order Form (the “Participant”) as of the effective date set forth in the Order Form (the “Effective Date”). Together, the Order Form, this Master Systems Access Agreement, and all incorporated exhibits constitutes a single agreement, (the “Agreement”).
1. System
1.1. System Access. Subject to the terms of this Agreement, Asembia hereby grants to Participant a limited, non-exclusive, non-transferable license to access and use the . Upon reasonable cause, Asembia shall have the right in its sole discretion to suspend or terminate operation of the System with 30-day notice to Participant. Asembia may make enhancements to the System features to improve functionality at any time and without prior notice to Participant. This Agreement grants to Participant and its Authorized Persons (defined below) no ownership or other rights in the System, except for the limited use rights expressly granted herein.
1.2. Authorized Persons. Participant agrees to maintain, keep current and provide to Asembia in writing a list of those employees or representatives of Participant who are granted the right to access the System on behalf of Participant (“Authorized Person” or collectively, “Authorized Persons”). Participant shall at all times be responsible for the actions of its Authorized Persons and their compliance with the terms of this Agreement. Participant will inform all Authorized Persons of the requirements of this Agreement regarding access to the System and use and disclosure of data maintained within the System. Participant shall be responsible for and bound by the action of any person accessing the System using a login id issued to Participant’s Authorized Persons. Participant shall notify Asembia promptly if any Authorized Person leaves the employ of Participant or otherwise ceases to be an Authorized Person. Asembia may suspend the access of an Authorized Person to the System at any time and without prior notice to Participant upon reasonable cause.
1.3. System Features. The specific system features Participant obtains access to shall be set forth in the Order Form.
2. Fees
2.1. Invoice and Payment. During the Term of this Agreement, Participant shall pay all Fees (one-time fee, a monthly fee, discounts, and any fees for additional services) as detailed above in Section 2.1 (and calculated on a prorated basis for any month during the Term that is shorter than a full calendar month), which amount is subject to reasonable increases from time to time over the Term, and which increases in pricing, if any, shall be promptly communicated by Asembia to Participant in writing. The one-time fee shall be paid upon execution of this Agreement, while fees for additional services shall be invoiced automatically upon use and after approval by Participant. For any monthly fees, Asembia shall begin invoicing Participant one month in advance of the “Go-Live Date” (the mutually agreed upon date that the System shall be used by Participant in a production environment). Payment on Asembia’s invoice shall be due within thirty (30) days from the invoice date, without setoff or counterclaim. Any invoice not paid timely shall bear interest thereafter at a rate equal to 3% percent per month. In addition to the foregoing and any other rights Asembia may have under this Agreement, if Participant shall fail to make any payment timely, Asembia, without prior notice to Participant, may restrict access to the System until payment is received.
2.2. Reimbursement. Asembia shall be entitled to reimbursement of out-of-pocket expenses directly related to the System as listed in the Order Form, subject to Participant’s prior written approval of such expenses. Out-of-pocket expenses shall include reasonable and verifiable coach-class travel, hotel accommodation and meal expenses that are incurred by Asembia or its employees. All such expenses shall be reimbursed at cost; no mark-up shall be permitted.
3. Participant Responsibilities
3.1. Compliance with Agreement. Participant and its Authorized Persons will use the System solely in accordance with the terms of this Agreement and the Systems terms and conditions (the “Terms and Conditions”) located at www.asembia1.com/terms-conditions.
3.2. Compliance with Law and Policies. Participant shall at all times use the System in accordance with applicable law, including without limitation all obligations of Participant under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”). Participant shall assure that at all times: (a) it remains a pharmacy in good standing and (b) it maintains all applicable licenses and registrations required by law for such Participant and its Authorized Persons. The parties acknowledge that Participant is a Covered Entity, as defined by HIPAA, and agree to the terms of the Business Associate Agreement (the “BAA”), currently located at https://www.asembia1.com/business-associate-agreement.
3.3. Information and Medical Judgment. The System is provided as a tool that Participant may use in fulfilling Participant’s obligations as a pharmacy and is not a substitute for competent human intervention and discretionary thinking. Participant accepts sole responsibility for: (a) the accuracy, completeness and integrity of all data that Participant or its Authorized Persons inputs into the System and (b) all medical judgments and advice made and provided by Participant or its Authorized Persons using the System. Participant agrees that it will:
(a) verify the critical outputs of the System, following generally accepted standards of medical providers (The term “critical outputs” means outputs, including without limitation output in the form of data, that Participant knows or should know has potential for negative impact on patient care);
(b) not rely solely on the System for data that is known or should be known as having potential for negative impact on patient care (i.e., a Participant employee must verify allergies, current medications, relevant histories, and problems with the patient to the extent consistent with accepted standards of medical providers);
(c) not rely on the System as the sole means of communicating life threatening or critically important results, such as lab, pathology, or radiology results, to the extent consistent with accepted standards of medical providers;
(d) promptly report any program errors or suspected program errors discovered in the course of using the System, which shall include, without limitation, reporting immediately to Asembia, and all Authorized Persons who could reasonably be affected by such problem, any problems with the System that have been discovered or reported within Participant and that Participant or any Authorized Persons independently knew or should have known would likely adversely affect patient care;
(e) allow Asembia to view Participant’s System for the purpose of troubleshooting and responding to inquiries; and
(f) use the System only in accordance with the Terms and Conditions.
3.4. Security. Participant shall take reasonable measures, and establish and enforce reasonable procedures, to ensure that the System is used securely and that data transactions are not altered, lost, or destroyed. Participant shall take reasonable measures to prevent and shall not itself: (a) alter, enhance, or make derivative works of the System; (b) reverse engineer or decompile the System; (c) engage or permit any hacking of or unauthorized access to the integrated features; (d) copy or duplicate the System or any part thereof. Participant will maintain the security and confidentiality of the Information (as hereinafter defined) and protect it from loss or destruction. Participant shall take all appropriate actions to ensure that adequate technical, physical, and administrative security measures are in place and utilized to prevent the unauthorized use of or access to, or the disclosure, loss, destruction of the Information. In the event Participant discovers or suspects unauthorized use of, access to, or copying from the System, it shall immediately notify Asembia. Participant agrees to comply with any additional reasonable security measures that may be required by Asembia.
3.5. Provision of Information. (a) Participant shall to the best of their ability work with their pharmacy dispensing system vendor to collect and provide to the System the data and information required regarding the Participant’s patients (“Information”). Such Information will be maintained in the System and made available for viewing by Participant’s Authorized Personnel through use of the System. Participant will also provide Asembia with such other information as the parties mutually agree.
(b) Participant shall retain any ownership rights it may have in the Information, provided that the foregoing shall not apply to any data provided by Participant publicly available or is otherwise obtained by or available to Asembia from third parties (or data derived from either of these sources). Asembia shall not sell, transfer, provide to or otherwise disclose the Information, or any portion thereof, to any third party without the prior written consent of Participant. In addition, Asembia shall fully comply with HIPAA with regard to the treatment of such Information.
(c) Participant acknowledges that Asembia cannot perform any manipulation of Information, including but not limited to data editing or restoration, and that Asembia is not responsible for any maintenance of the Information beyond correcting any errors in the System.
4. Indemnity
Participant will defend, indemnify and hold Asembia and its subsidiaries, affiliates, joint venture partners, predecessors and successors in interest, and any entity which has an ownership or controlling interest in Asembia or in which Asembia has an ownership, management or controlling interest, including all of the directors, officers, agents and employees of the foregoing (the “Indemnitees”), harmless from and against any claim, action, proceeding, liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”), arising out of Participant’s use or operation of the System or any of them, any impermissible use or disclosure of the Information by Participant or its Authorized Persons, or any breach of this Agreement by Participant or any of its Authorized Persons.
5. Warranty Disclaimer; Limitation of Liability
EXCEPT AS EXPRESSELY PROVIDED HEREUNDER, ASEMBIA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF DATA OR SOFTWARE, LOSS OR CORRUPTION OF DATA, OR CONTINUED AVAILABILITY OR UPTIME OF THE SYSTEM, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED. ASEMBIA SHALL TAKE COMMERCIALLY REASONABLE STEPS TO SCREEN THE SYSTEM FOR INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE MANIFESTING CONTAMINATION OR DESTRUCTIVE PROPERTIES; HOWEVER, ASEMBIA CANNOT GUARANTEE THAT THE SYSTEM WILL BE FREE OF INFECTION AND, SO LONG AS ASEMBIA IS TAKING REASONABLE STEPS, SHALL NOT BE DEEMED TO BE IN BREACH OF ANY WARRANT SET FORTH HEREIN. UNDER NO CIRCUMSTANCES WILL ASEMBIA BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION OR LOSS OF PROGRAMS OR INFORMATION) EVEN IF ASEMBIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR KNEW OF OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, AND NOTWITHSTANDING THE FORM (E.G., CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST IT. ASEMBIA’S MAXIMUM LIABILITY FOR ANY CLAIM OR SERIES OF RELATED CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF ONE THOUSAND DOLLARS ($1,000.00) OR THE AMOUNT THAT PARTICIPANT HAS PAID ASEMBIA PURSUANT TO THIS AGREEMENT IN THE ONE YEAR PERIOD PRIOR TO THE DATE THAT THE EVENTS GIVING RISE TO THE CLAIM OCCUR.
6. CONFIDENTIALITY
6.1. Non-Clinical Asembia Information. Participant shall permit access to proprietary and confidential non-clinical (e.g., business and financial) information of Asembia or any other vendor under contract with Asembia including but not limited to the System, all information pertaining to the System and passwords and logins used by the System only by Participant’s employees, representatives, and agents under a duty of confidentiality to Participant who need such access as part of their duties on behalf of Participant. Participant shall cause its employees, representatives, and agents to hold such information in strict confidence. Participant shall not, and shall cause its employees, representatives, and agents to not, at any time during or following the termination of this Agreement, for any reason, directly or indirectly, disclose, publish or use (except as specifically contemplated by this Agreement) any such confidential and proprietary information that has been obtained by or disclosed to them under this Agreement, unless: (a) the information is or becomes, through no act or failure to act of Participant, a part of the public domain; (b) Asembia has consented in writing to such use or divulgence of the information; (c) the information is available from third party sources who are authorized to release the information; or (d) such disclosure is required by a Request (as defined in Section 6.3). The granting of the license to access and use the System is expressly conditioned on Participant’s compliance with this Section 6.1.
6.2. Right to Provide Personal Information to Asembia. The parties acknowledge that Information may include personal information regarding Participant’s employees, representatives, agents and patients, and that Asembia, its affiliates and third-party service providers will have access to such information for purposes of operating the System and providing to Participant and its Authorized Persons the services contemplated in this Agreement. By providing such personal information to Asembia, Participant represents and warrants that has all rights and authority necessary to provide such personal information to Asembia for use as contemplated in this Agreement, and that Participant’s provision of such personal information is in accord with applicable laws and contractual requirements of Participant relating to the collection, use and transfer of personal information, and consent to the use of such personal information as contemplated herein by Asembia’s, its affiliates and its third party service providers.
6.3. Discovery Requests. Upon Asembia receiving a Request (as hereinafter defined) for discovery of Information maintained in the System or Participant receiving a Request for proprietary and confidential non-clinical information of Asembia, the receiving party will notify the disclosing party that it has received such a Request and will describe in the notice the nature and scope of the Request and take such other steps as may be requested by the disclosing party, including cooperating with disclosing party at the disclosing party’s sole cost, in an effort to obtain a protective order to prevent or limit such disclosure. As used herein, Request includes, without limitation, document requests, subpoenas, notices of deposition and orders to produce documents, information, or individuals. This obligation shall not apply to such Requests that prohibit the receiving party from disclosing the fact that it has been served with such court order or process, in which case the receiving party will use commercially reasonable efforts to limit disclosure and obtain a protective order.
7. SYSTEM ACCESS TERMS
7.1. Acknowledgements. Participant acknowledges and agrees as follows:
(a) The System is the valuable and proprietary intellectual property of Asembia, its affiliates and its licensors. The System is protected by applicable U.S. and international law and conventions, including but not limited to copyright law. Participant agrees to maintain all copyright, trademark and other notices contained in the System and not to use Asembia’s name.
(b) Authorized Persons’ reliance upon information and content obtained by the use of the System is solely at Participant’s own risk. The System may contain links to other websites, which are provided as resources for the convenience of Authorized Persons. Asembia is not responsible for maintaining these sites or from any damage which may occur from accessing these sites.
(c) Participant shall have the right to use the System solely for its own internal informational purposes. Reproduction of the System in any form or by any means is forbidden without Asembia’s written permission, including but not limited to:
(i) information storage and retrieval systems;
(ii) recordings and re-transmittals over any network (including any local area network);
(iii) use in any timesharing, service bureau, bulletin board or similar arrangement or public display; or
(iv) posting any online service (including bulletin boards or the Internet).
7.2. Access by Authorized Persons. Authorized Persons may access, use, and disclose data maintained within the System only for purposes for which Participant would be permitted to access, use and disclose such data under this Agreement. In no event will Participant or any Authorized Persons use the System to access protected health information (as that term is defined in HIPAA) for any purpose other than those purposes for which use of such protected health information by Participant or such Authorized Persons, and disclosure of such protected health information to Participant or Authorized Persons, is permitted by HIPAA and other applicable laws. Participant will immediately notify Asembia of any violation by Participant or Authorized Persons of the requirements of this Agreement relating to System access and will cooperate with Asembia to mitigate any harm caused by such violation.