Compliance Portal Terms of Service

Version 1.0, effective October 12, 2026. These Terms of Service (the "Terms") are a binding agreement between Pharmasys Solutions LLC, 6151 Callaway Pl, Rancho Cucamonga, CA 91737 ("Pharmasys") and the pharmacy identified in the Order Summary presented at acceptance (the "Subscriber"). By clicking "Agree and continue," the person accepting represents that they are authorized to bind the Subscriber and agrees to these Terms on the Subscriber's behalf.

1. The Portal and the License

The Portal. Pharmasys develops and maintains the Pharmasys Compliance Portal, an online service that provides a California community pharmacy policy and procedure manual, a forms and records book, a regulatory task tracker, a credential register, and related updates (the "Portal"). Pharmasys and its licensors own all right, title, and interest in the Portal and its content.

License Grant. Subject to these Terms and payment of the subscription fee, Pharmasys grants the Subscriber a non-exclusive, non-transferable, non-sublicensable license during the subscription term for the Subscriber's personnel at the pharmacy location named in the Order Summary (the "Pharmacy") to access and use the Portal and the policies, procedures, forms, templates, crosswalks, tracker content, and updates made available through it (the "Licensed Content") solely for the Subscriber's internal regulatory compliance at the Pharmacy. A subscription covers one pharmacy location. Each additional location requires its own subscription.

User Logins. The Subscriber may designate up to the number of named user logins stated in the Order Summary for personnel of the Pharmacy. Logins are personal to the individual named and may not be shared. The Subscriber is responsible for the acts and omissions of its users and shall promptly deactivate the login of any person who leaves the Pharmacy. Pharmasys may suspend a login that is shared or used in breach of these Terms.

Permitted Printing. Forms and record templates in the Forms & Records Book may be printed for completion and retention at the Pharmacy. Each printed form carries the Subscriber's name, license number, the user, and the date of printing. Completed forms and records are the Subscriber's own records and may be retained after the subscription ends.

Restrictions. Except as expressly permitted above, the Subscriber shall not, and shall not permit any person to: (a) copy, download, screen-capture, photograph, transcribe, or otherwise reproduce the Licensed Content; (b) distribute, sell, lease, lend, publish, or make the Licensed Content available to any other pharmacy, location, entity, consultant, or software service; (c) remove or alter any stamp, watermark, or proprietary notice; (d) use the Licensed Content to develop, train, or populate a competing product or service; (e) access the Portal by automated means; or (f) circumvent any technical measure that controls access to the Portal. The Licensed Content is view-only within the Portal except for the printing permitted above. Any breach of this paragraph is a material breach of these Terms.

Subscriber Data. Information that the Subscriber's users enter into the Portal, such as tracker completions, notes, and credential register entries ("Subscriber Data"), belongs to the Subscriber. Pharmasys may use Subscriber Data to provide and improve the Portal and may use it in aggregated form that does not identify the Subscriber.

Access Logging. The Portal records logins, pages viewed, searches, forms printed, and tracker entries. The Subscriber consents to this logging for license enforcement, support, and the Subscriber's own audit history, and shall inform its users.

2. Services

Content Maintenance. Pharmasys maintains the Licensed Content against the California and federal requirements it addresses and publishes revisions through the Portal when, in Pharmasys's professional judgment, a change in law or regulatory guidance requires one. Each policy states the date through which its regulatory references were verified. Revisions published during the subscription are included.

Availability and Support. Pharmasys uses commercially reasonable efforts to keep the Portal available, excluding scheduled maintenance and causes beyond its reasonable control, and provides email support during normal business hours. Pharmasys does not guarantee uninterrupted or error-free access.

Export of Subscriber Data. During the subscription and for thirty (30) days after it ends, the Subscriber may print or export its Subscriber Data from the Portal, and Pharmasys will provide a copy on written request. This right is not affected by a suspension for non-payment under Section 5. The Subscriber remains responsible for maintaining its required records on the licensed premises under Business and Professions Code section 4105 and other applicable law.

3. Nature of the Portal; Subscriber Responsibilities

The Portal is a compliance management tool and reference. It is not legal advice, does not create an attorney-client or consultant-client relationship, and does not substitute for the professional judgment of the Subscriber's pharmacist-in-charge. The Subscriber remains solely responsible for adopting and implementing its policies, training its personnel, completing and retaining its records, making its regulatory filings and reports, and all of its compliance decisions. The regulatory tracker records what the Subscriber's personnel enter; Pharmasys does not verify those entries and does not certify the Subscriber's compliance with any law. Pharmasys does not guarantee any inspection, licensure, accreditation, or enforcement outcome.

4. No Protected Health Information

The Portal is not designed to store protected health information, and the Subscriber shall never enter it. The Subscriber shall not enter into the Portal, at any time or in any field, any patient name, date of birth, prescription number, or other information that identifies a patient or relates to a patient's care, and shall keep patient-level records in its pharmacy management system or on paper. Pharmasys is not a business associate of the Subscriber under the Health Insurance Portability and Accountability Act of 1996, and no business associate agreement is required for the Portal. If the Subscriber enters protected health information in breach of this Section, the Subscriber is responsible for it, shall remove it promptly upon discovery or notice, and shall indemnify Pharmasys for any resulting claim. Pharmasys may delete such information on discovery.

5. Fees and Payment

Plans. The Subscriber chooses one of two plans in the Order Summary. The monthly plan is billed in advance each month and continues month to month. The annual plan is one payment for twelve (12) months at a discounted rate, is non-refundable, and continues for the full twelve months.

Payment. Card subscriptions are charged automatically through Stripe on each billing date; invoiced subscriptions are due within fifteen (15) days of receipt. Logins are activated upon receipt of the first payment. Stripe emails a receipt for each payment.

Cancellation. The Subscriber may cancel online at any time through the billing page or by written notice. On the monthly plan, a cancellation made before the next billing date stops future charges and access continues to the end of the month already paid; no refund is made for a month already billed. On the annual plan, cancellation stops renewal and access continues until the twelve months end; the annual payment is not refunded. Subscriptions renew automatically (monthly or annually, according to the plan) until cancelled.

Non-Payment. If a payment fails or an invoice remains unpaid thirty (30) days after it was due, Pharmasys may suspend the Subscriber's access to the Licensed Content until all amounts due are paid; access is restored upon payment. Suspension does not relieve the Subscriber of amounts due and does not affect the export right in Section 2.

Fee Changes. Pharmasys may change the subscription fee for a renewal period by written notice at least sixty (60) days before the renewal date. Fees are exclusive of taxes, which are the Subscriber's responsibility, excluding taxes on Pharmasys's income.

6. Term and Termination

Term. The subscription begins when the first payment is received and continues according to the plan until cancelled as described in Section 5.

Termination for Cause. Either party may terminate upon written notice if the other party materially breaches these Terms and fails to cure within ten (10) days after written notice describing the breach. Pharmasys may terminate immediately upon written notice for a breach of the Restrictions in Section 1 or of Section 4; no refund is due for a termination caused by the Subscriber's breach.

Effect of Termination. When the subscription ends, the license ends, all logins are deactivated, and the Subscriber shall stop using the Licensed Content, including any printed blank templates. Completed forms and records remain the Subscriber's records. Sections 1 (Restrictions and Subscriber Data), 3, 4, 7, 8, 9, 10, and 11 survive termination.

7. Confidentiality

The Licensed Content is Pharmasys's confidential and proprietary information. Subscriber Data and the Subscriber's non-public business information are the Subscriber's confidential information. Each party shall hold the other party's confidential information in confidence, use it only as permitted by these Terms, and not disclose it to third parties except to its own personnel and advisors who need to know it and are bound by confidentiality, or as required by law or a regulatory authority. Confidential information does not include information that is or becomes public without breach, was lawfully known to the receiving party without an obligation of confidentiality, or is independently developed without use of the other party's information.

8. Warranties and Disclaimer

Pharmasys warrants that the Licensed Content was prepared by a California-licensed pharmacist with professional care and that it will provide the services in Section 2 in a professional manner. Except for these express warranties, the Portal and the Licensed Content are provided "as is," and Pharmasys disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Licensed Content is complete or free of error or that use of the Portal will result in compliance with any law.

9. Indemnification

By the Subscriber. The Subscriber shall indemnify, defend, and hold harmless Pharmasys and its members, officers, employees, and agents from third-party claims, damages, and reasonable defense costs to the extent arising from the Subscriber's operation of the Pharmacy, its compliance decisions, its users' use of the Portal, or its breach of Section 1 or Section 4.

By Pharmasys. Pharmasys shall indemnify, defend, and hold harmless the Subscriber from third-party claims, damages, and reasonable defense costs to the extent arising from a claim that the Licensed Content, as provided by Pharmasys and used in accordance with these Terms, infringes a United States copyright or trade secret.

10. Limitation of Liability

General Cap. Except as stated below, each party's total aggregate liability under these Terms, whether in contract, tort, indemnity, or otherwise, shall not exceed the total fees paid or payable to Pharmasys under the subscription in the twelve (12) months preceding the event giving rise to the claim.

Exclusions from the Cap. The cap does not apply to liability arising from a party's gross negligence, willful misconduct, or fraud, to the Subscriber's breach of the Restrictions in Section 1 or of Section 4, or to the Subscriber's obligation to pay fees due.

Consequential Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of their possibility.

11. General

Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, natural disasters, war, civil unrest, labor disputes, epidemics, failures of third-party hosting or communications services, or governmental action.

Assignment. The Subscriber may assign the subscription to a successor owner of the Pharmacy upon written notice to Pharmasys. Pharmasys may assign these Terms to a successor to its business. Any other assignment requires the other party's prior written consent.

Injunctive Relief. A breach of Section 1 or Section 7 may cause irreparable harm for which money damages are inadequate. The non-breaching party is entitled to seek injunctive relief for such breach without posting bond, in addition to all other remedies available at law or in equity.

Notices. Notices must be in writing and delivered by email with confirmation of receipt, by certified mail, or by nationally recognized courier: to Pharmasys at otello@pharmasyssolutions.com or the address above, and to the Subscriber at the email address of the person who accepted these Terms and the Pharmacy address in the Order Summary.

Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.

Entire Agreement; Changes. These Terms and the Order Summary are the entire agreement of the parties on their subject and supersede all prior understandings. Pharmasys may revise these Terms for a renewal term by notice at least sixty (60) days before the renewal date; continued use after the renewal date is acceptance of the revised Terms. No other change is effective unless in a writing signed by both parties.

Severability; Waiver. If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remainder remains in effect. Failure to enforce a provision is not a waiver of it.

Electronic Acceptance. Acceptance by clicking "Agree and continue" is an electronic signature that is valid and binding under the federal ESIGN Act and the California Uniform Electronic Transactions Act. Pharmasys records the name, title, email, date and time, network address, and Terms version for each acceptance and will provide a copy on request.