Refill Assistant Ltd, a wholly owned subsidiary of The Semantic Search Co Ltd, an Irish corporation with offices at Phoenix House, Monahan Road, Cork, T12 H1XY, Ireland (the Company) develops and maintains proprietary software, advertising and marketing platforms, made available through the associated websites of www.digitalcompounder.com, www.rxmobilityapp.com and www.refillassistant.com (the Subscription Services).

These Terms of Service (the Terms) together with the proposal or estimate you received describing the Subscription Services (the Proposal) and the invoice you received for your order of the Subscription Services (the Invoice) (collectively the Agreement), explain your obligations to the Company, on behalf of you or your organization (hereinafter, the Pharmacy) and the Company’s obligations to the Pharmacy with respect to the Company’s provision of, and the Pharmacy’s use of the Subscription Services. The Agreement is a legally binding agreement between the Pharmacy and the Company (when taken together the Parties).

The Parties agree as follows:

By (i) completing an e-signature on this Proposal, (ii) accessing a Subscription Service, or (iii) making a payment to the Company , the Pharmacy agrees effective as of such date (the “Effective Date”), to be bound by the Agreement, and represents and warrants to the Company that:

1. The individual entering into the Agreement has the power and authority to do so on behalf of the Pharmacy;
2. Neither the Pharmacy nor the individual entering into the Agreement is named on any U.S. government list of persons or entities prohibited from receiving exports; and
3. Neither the Pharmacy nor the individual entering into the Agreement a resident of, or otherwise domiciled in, any countries set forth on the State Sponsored Terrorism List promulgated by the U.S. government.

1. Provision of the Subscription Services

Subject to these Terms, the Company shall use commercially reasonable efforts to provide the Pharmacy the Subscription Services and Content to support said Subscription Services ordered by the Pharmacy during the periods set forth in, and otherwise in accordance with, the Invoice and the Proposal. Content means all content available for use with the Subscription Service from the Company, including Images, Videos, Training Materials, Advertising Content, Media Kit and Copyrighted Text.

The Company’s provision of the Subscription Services is strictly conditioned upon the Pharmacy’s full compliance with the Agreement and all applicable laws, rules and regulations. The Company may, without limiting any other available remedy, terminate the Agreement, and/or suspend provision of the Subscription Services to the Pharmacy at any time and without notice if the Company believes, or receives a claim that, the Pharmacy is in violation of any section of the Agreement.

2. Duration of the Contract and Termination

The Agreement is effective beginning on the Effective Date and will continue for a minimum of 90 days. Thereafter, the Pharmacy may terminate the Agreement with 30 days notice.

In addition to any other remedies the Company may have, the Company may, terminate the Agreement immediately upon written notice if the Pharmacy fails to pay any Fee or other amount when due or otherwise materially breaches the Agreement.

Upon termination of the Agreement, the Pharmacy must immediately cease all use of and all access to the Subscription Service, Content and Platforms.

3.Fees

As a condition to receiving the Subscription Services, the Pharmacy shall pay all recurring fees and other amounts further described in, and in accordance with, the Invoice (the Fees). The Pharmacy hereby authorizes the Company to charge the credit card or other payment method for all Fees on an as-incurred basis. The Pharmacy is responsible for ensuring that the credit card information on file with the Company is current always. Missed billing cycles, for any reason, may result in loss or interruption of the Subscription Services.

All Fees are (i) prepaid and nonrefundable (except to the extent set forth in the Agreement), (ii) due and payable in U.S. dollars, and (iii) exclusive of applicable sales, excise, use or similar taxes. The Pharmacy shall pay all sales, excise, use or similar taxes directly or to the Company, as required by applicable law.

The Pharmacy hereby acknowledges it will not have access to the Pharmacy Data, the Content or the Subscription Services following the expiration or termination of the Agreement.

4. Pharmacy Obligations

The Pharmacy is solely responsible for securing, and maintaining the confidentiality of the Pharmacy Data, passwords and files.

The Pharmacy is responsible for obtaining end user (i.e., the Pharmacy’s patient) authorization as required by state and/or Federal law prior to using or disclosing individually identifiable patient information. The Pharmacy is solely responsible for any communications sent via the Subscription Services. The Pharmacy hereby warrants that it is solely responsible for the end-user content and its compliance with state and federal pharmacy board regulations.

The Pharmacy is responsible for compliance with any applicable laws in connection with the use of the Subscription Services. Unless explicitly set forth on the Proposal, the Subscription Services are not designed with the security standards necessary for sending confidential or health information, and should not be used to communicate confidential information or PHI.

5. The Pharmacy may not, nor permit or encourage any third party to

1. directly, or indirectly, (a) reverse engineer, de-compile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services (b) modify, translate, or create derivative works based on the Subscription Services,  (c) modify, remove or obstruct any proprietary notices or labels, or (d) use any Subscription Services in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with any Software or the Platform; or
2. in connection with the Subscription Services, process the Pharmacy Data through a Platform that (a) is defamatory, harmful to minors, obscene, indecent, pornographic, libelous, threatening, harassing, false, misleading or inaccurate, (b) violates any applicable local, state, federal or foreign law, rule or regulation, including privacy laws and privacy standards; or.
3. resell, redistribute, provide access to, share or transfer any Content except as specifically provided herein; or
4. continue to use the Content for any purpose upon termination or suspension of the Agreement.

6. Trademark License

The Pharmacy hereby grants the Company a limited, non-exclusive, sub licensable, irrevocable (during the term of the Agreement), royalty-free license to use, copy, modify, display, and distribute the Pharmacy’s trademarks, service marks, trade names, logos, company names, or other similar designations (the Pharmacy Marks) that it provides to the Company (i) in connection with providing the Subscription Services hereunder, and (ii) in the Company’s promotional materials during the term of the applicable Subscription Service; provided, in each case, the Company shall comply with any usage guidelines by the Pharmacy with respect to the Company’s use of the Pharmacy Marks.

The Pharmacy represents to the Company that the Pharmacy Marks are owned by the Pharmacy, or that the Pharmacy has permission from the rightful owner to use the Pharmacy Marks, and will hold harmless, protect, indemnify, and defend the Company and its subcontractors from any liability.

The Company grants to the Pharmacy a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the term of this Agreement to the “Refill Assistant”, “Rx Mobility” or “Digital Compounder” logos provided by the Company to the Pharmacy (the Company’s Marks) solely for marketing purposes to advertise that the Pharmacy is a user of the Software and Services; provided, the Pharmacy shall comply with any usage guidelines and quality control standards provided by the Company with respect to the Pharmacy’s use of the Company’s Marks.

The Company represents to the Pharmacy that the Company Marks are owned by the Company, or that the Company has permission from the rightful owner to use the Company Marks, and will hold harmless, protect, indemnify, and defend the Pharmacy and its subcontractors from any liability.

7. Protected Health Information

The Parties acknowledge and agree that the Pharmacy is a “Covered Entity” as such term is defined under the Health Insurance Portability and Accountability Act of 1996, and associated regulations, in each case, as amended from time to time (HIPAA) and that the Pharmacy’s use of the Subscription Services may involve the use and/or disclosure of protected health information (PHI) as defined under HIPAA. To the extent that the Company is required to access, create, use, disclose, transmit or maintain PHI in providing the Pharmacy the Subscription Services hereunder, the Company’s HIPAA Business Associate Agreement (BAA), and hereby made part of and incorporated by reference in its entirety into the Agreement, is to govern such access, creation, use, disclosure transmission and/or maintenance. If a conflict exists between the terms and conditions of these Terms and those of the BAA, the terms and conditions of the BAA will control with respect to the treatment of PHI. Unless expressly provided otherwise in writing, each party shall only use PHI as authorized under the Agreement and in accordance with the BAA.

8. Ownership and use of non-PHI Data

The Pharmacy owns all right, title, and interest in and to any non-PHI data that is collected by the Company from the Pharmacy, and in connection with their use of the Subscription Services (Pharmacy Data). To the fullest extent permissible under applicable law, the Pharmacy hereby grants to the Company a perpetual non-exclusive, transferable, royalty free world-wide license to use the Pharmacy Data (i) to provide the Subscription Services, and (ii) as necessary to monitor and improve the Subscription Services. 
The Pharmacy grants to the Company a perpetual, non-exclusive, transferable, royalty free world-wide license to use the Pharmacy Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such data.

9. Ownership of the Subscription Services

The Company hereby represents and warrants that the use of the Subscription Services by the Pharmacy does not and shall not infringe, and the Company has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Subscription Services, and the use of the Subscription Services will not include any activity that may constitute “passing off.” To the extent the Subscription Services infringes on the rights of any such third party, the Developer shall obtain a license or consent from such third party permitting the use of the Application.

The Pharmacy recognizes the Company’s right to retain ownership of its Intellectual Property including but not limited to the Subscription Services source code; server-side services and Content.

10. Confidentiality

The Company agrees to hold in strictest confidence, and not to use, except for the benefit of the Pharmacy, or to disclose to any person, firm, or corporation without the prior written authorization of the Pharmacy, any Confidential Information of the Pharmacy. “Confidential Information” means any of the Pharmacy’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Company by the Pharmacy either directly or indirectly.

11. Governing Law

This Agreement is governed in all respects by the laws of the State of New York.

12. General Terms

The Company agrees to provide the Subscription Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.