Terms of Service & EULA

01 Parties, Acceptance & Definitions

1.1 Parties

These Terms constitute a binding legal agreement between RxFortis.com and its affiliated entities, owners, officers, directors, shareholders, employees, agents, and contractors (collectively, "Company," "RxFortis," "we," "us," or "our") and the individual or business entity accessing the Service ("User," "Client," "you," or "your").

1.2 Acceptance

You accept these Terms by: (a) clicking any "I Agree," "Accept," or similar button; (b) completing registration; (c) accessing or using any part of the Service; or (d) submitting data to the Service. If you are accepting on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity.

1.3 Definitions

02 License Grant & Restrictions

2.1 Limited License

Subject to your compliance with these Terms and timely payment of all applicable fees, RxFortis grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal pharmacy business operations during the subscription term.

2.2 Restrictions

You shall not, and shall not permit any Authorized User or third party to:

• Sublicense, sell, resell, rent, lease, transfer, assign, or otherwise commercialize the Service;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, or trade secrets of the Service;
• Copy, frame, mirror, or create derivative works based upon the Service;
• Use the Service to build a competing or substantially similar product, or for competitive benchmarking;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service;
• Use automated scripts, bots, scrapers, or data mining tools to extract data from the Service;
• Access the Service using another User's credentials or share login credentials;
• Introduce viruses, malware, or any harmful code into the Service;
• Circumvent, disable, or interfere with any security, authentication, or access-control features;
• Upload data you do not have the legal right to use or that violates any PBM contract, state pharmacy law, or federal regulation;
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use.

2.3 Reservation of Rights

RxFortis and its licensors retain all right, title, and interest in and to the Service and its Intellectual Property, including all improvements, modifications, and derivative works. No rights are granted except as expressly set forth in Section 2.1.

03 User Accounts & Responsibilities

3.1 Registration

You must provide accurate, complete, and current registration information and maintain it throughout the subscription term. You are responsible for all activities that occur under your account.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must immediately notify RxFortis of any unauthorized use of your account or any breach of security at security@RxFortis.com. RxFortis shall not be liable for any loss arising from unauthorized access resulting from your failure to safeguard your credentials.

3.3 Authorized Users

You may permit Authorized Users to access the Service, provided that: (a) each Authorized User agrees to these Terms; (b) you are responsible for each Authorized User's compliance; and (c) any violation by an Authorized User shall be deemed a violation by you.

3.4 Business Entity Responsibility

If you are a business entity, all obligations under these Terms are the joint and several responsibility of the entity and any individual who accepted these Terms on its behalf. The individual acceptor personally represents and warrants they have authority to bind the entity.

04 PBM Data Handling, Analytics Disclaimers & Core Limitations

4.2 No Agency or Representation

RxFortis is not a PBM, PSAO, accountant, attorney, auditor, financial advisor, or regulatory consultant. We do not: (a) negotiate on your behalf with any PBM; (b) represent you in any audit proceeding; (c) provide legal advice regarding PBM contracts; or (d) make any representations to third parties on your behalf.

4.3 NDC Reconciliation Limitations

The NDC discrepancy detection feature cross-references billed NDCs against purchase records based solely on the data you provide. You acknowledge that:

• Discrepancy alerts are generated algorithmically and may contain false positives or false negatives;
• A discrepancy flag does not constitute evidence of fraud, error, or wrongdoing by any party;
• The absence of a discrepancy flag does not guarantee that a claim will withstand PBM audit scrutiny;
• RxFortis assumes no liability for any business decision made based on NDC reconciliation output.

4.4 No Audit Outcome Guarantee

RxFortis expressly disclaims any representation, warranty, or guarantee that: (a) use of the Service will prevent, reduce, or resolve PBM audit findings; (b) identified discrepancies, if corrected, will result in reduced clawbacks, DIR fees, or recoupments; (c) documentation stored in Shield Vault will satisfy any PBM's audit requirements; or (d) the Service will identify all audit risks present in your claims data.

4.5 PBM Contract Compliance

You are solely responsible for ensuring your use of the Service and any actions taken based on Service output comply with all PBM network agreements, Provider Manuals, and applicable law. RxFortis shall not be liable for any contract termination, network exclusion, financial penalty, or other consequence arising from your use of Service outputs.

4.6 Regulatory Compliance

You are solely responsible for ensuring your pharmacy's compliance with all applicable federal and state laws, DEA regulations, state pharmacy board requirements, HIPAA, and Medicaid/Medicare program requirements. RxFortis does not provide regulatory compliance advice and the Service should not be relied upon as a compliance tool.

4.7 Third-Party Data Sources

The Service may integrate with or ingest data from third-party pharmacy management systems, clearinghouses, or supplier platforms. RxFortis makes no warranty regarding the accuracy, timeliness, or completeness of data received from third-party sources.

05 Shield Vault — Document Management Feature

5.1 Feature Description

Shield Vault is a document storage and reminder feature designed to assist pharmacies in organizing licenses, certifications, insurance documents, and compliance records, with automated renewal reminders.

5.2 Disclaimer of Completeness

RxFortis does not represent that Shield Vault: (a) contains all documents required for your pharmacy's operation; (b) will provide renewal reminders with sufficient lead time for all regulatory requirements; (c) will ensure your documents remain valid or acceptable to any regulatory body or PBM; or (d) constitutes a compliance management system.

5.3 No Liability for Lapses

RxFortis shall not be liable for any license lapses, regulatory violations, fines, penalties, or contract terminations arising from: (a) missed renewal reminders, regardless of cause; (b) system downtime preventing access to stored documents; (c) your failure to upload or maintain current documents; or (d) reliance on Shield Vault as your sole compliance reminder system.

5.4 User Responsibility

You remain solely responsible for independently tracking all licensing, certification, and renewal deadlines, and for maintaining backup copies of all documents stored in Shield Vault outside of the Service.

06 Data Privacy, Security & Retention

6.1 HIPAA Compliance — User Obligation

6.2 7-Day Data Purge Policy

6.3 Data Rights

You retain ownership of your User Data. By uploading data to the Service, you grant RxFortis a limited, non-exclusive, royalty-free license to process your User Data solely as necessary to provide the Service. RxFortis will not sell, share, or disclose your User Data to third parties except as necessary to provide the Service or as required by law.

6.4 Aggregated & Anonymized Data

Notwithstanding Section 6.3, RxFortis reserves the right to collect and use aggregated, anonymized, and de-identified data derived from your use of the Service for product improvement, research, benchmarking, and business purposes, provided that such data cannot reasonably be used to identify you or your patients.

6.5 Security

RxFortis implements commercially reasonable technical and organizational security measures, including TLS 1.2+ encryption in transit and AES-256 encryption at rest. However, no internet transmission or electronic storage is completely secure. RxFortis shall not be liable for any data breach or security incident except to the extent caused by RxFortis's gross negligence or willful misconduct.

6.6 Data Breach Notification

In the event of a confirmed breach of your User Data, RxFortis will notify you without undue delay in accordance with applicable law, and in no event later than seventy-two (72) hours after becoming aware of the breach. Such notification shall not constitute an admission of liability.

07 Intellectual Property Rights

7.1 RxFortis Ownership

The Service, including all software, source code, algorithms, user interfaces, analytics methodologies, design elements, documentation, trade secrets, and all updates and modifications thereto, is and shall remain the exclusive property of RxFortis and its licensors. These Terms do not convey any ownership interest in the Service to you.

7.2 Trademarks

"RxFortis," "RxFortis.com," "Shield Vault," and all associated logos, marks, and trade dress are trademarks or registered trademarks of RxFortis. You may not use these marks without prior written consent from RxFortis.

7.3 Feedback

If you provide RxFortis with any suggestions, feedback, ideas, or enhancement requests ("Feedback"), you hereby grant RxFortis a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in any manner and for any purpose without any obligation or compensation to you.

7.4 Competitive Analysis Prohibition

You expressly agree not to use the Service, or any insights, outputs, or benchmarking data derived therefrom, to develop, improve, or support any competitive pharmacy analytics, PBM audit, or claims reconciliation product or service.

7.5 Reverse Engineering

Any attempt to reverse engineer, decompile, disassemble, or derive the source code or underlying methods of the Service constitutes a material breach of these Terms and infringement of RxFortis's Intellectual Property rights, for which RxFortis may seek equitable relief in addition to all other available remedies.

08 Disclaimer of Warranties

Specifically, RxFortis does not warrant that:

• The Service will be uninterrupted, error-free, secure, or free of viruses or harmful components;
• NDC reconciliation outputs are accurate, complete, or legally sufficient to defend any PBM audit;
• The Service will identify all audit risks or prevent any PBM action;
• Documents stored in Shield Vault will satisfy any regulatory body or PBM's requirements;
• Any warranty arises from course of dealing, course of performance, or usage of trade.

09 Limitation of Liability & Exclusion of Damages

9.3 Personal Liability Shield — Owners & Officers

No claim may be brought against any individual owner, officer, director, shareholder, employee, agent, or contractor of RxFortis in their personal or individual capacity. All claims must be brought solely against the RxFortis entity. By using the Service, you expressly waive any right to pursue personal liability claims against any RxFortis individual.

9.4 Basis of the Bargain

You acknowledge that the limitations in this Section reflect a reasonable allocation of risk, that RxFortis would not have entered into these Terms without these limitations, and that these limitations shall apply even if a limited remedy fails of its essential purpose.

10 Indemnification

10.1 User Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless each of the RxFortis Parties from and against any and all claims, actions, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of any representation, warranty, or obligation under these Terms;
• Your use of the Service in violation of applicable law, regulation, or any PBM contract;
• Your violation of HIPAA or any other privacy or data protection law;
• Any User Data you submit to the Service, including any claim that such data infringes third-party rights;
• Your reliance on, or actions taken based on, Service outputs without independent verification;
• Any Authorized User's acts or omissions that would constitute a breach if committed by you;
• Any negligence, willful misconduct, or fraud by you or your Authorized Users;
• Any claim by a PBM, regulatory authority, patient, or third party arising from your use of Service outputs.

10.2 Indemnification Procedure

RxFortis shall: (a) notify you promptly of any indemnifiable claim; (b) grant you control of the defense (provided you may not settle any claim without RxFortis's prior written consent); and (c) provide reasonable cooperation. RxFortis reserves the right to participate in the defense at its own expense.

11 Term & Termination

11.1 Term

These Terms are effective from the date you first access the Service and continue until terminated in accordance with this Section.

11.2 Termination by User

You may terminate your account at any time by providing written notice to RxFortis. Termination does not entitle you to any refund of prepaid fees.

11.3 Termination by RxFortis

RxFortis may, in its sole discretion, suspend or terminate your access to the Service immediately, with or without notice, for any reason, including: your breach of any provision of these Terms; non-payment of fees when due; engagement in fraudulent, illegal, or harmful activity; a legal requirement to do so; discontinuation of the Service; or any use that RxFortis believes poses a risk to other users, the Service, or third parties.

11.4 Effect of Termination

Upon termination: (a) all licenses granted to you immediately cease; (b) any User Data remaining in the Service will be deleted in accordance with the 7-day purge policy or immediately at RxFortis's discretion; (c) any amounts owed to RxFortis become immediately due and payable.

11.5 Survival

The following Sections shall survive termination or expiration of these Terms:

12 Fees, Billing & Payment Terms

12.1 Subscription Fees

You agree to pay all fees applicable to your selected subscription plan. All fees are due in advance and are non-refundable except as expressly stated herein or required by applicable law.

12.2 Automatic Renewal

Subscriptions renew automatically at the end of each billing period unless you cancel at least thirty (30) days prior to renewal. RxFortis will notify you of renewal at least fifteen (15) days in advance.

12.3 Price Changes

RxFortis reserves the right to modify subscription pricing upon thirty (30) days' prior notice. Continued use of the Service after the effective date constitutes acceptance of the new pricing.

12.4 Late Payments

Unpaid amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid. You are responsible for all reasonable collection costs, including attorneys' fees.

12.5 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. You are responsible for all such taxes (other than taxes on RxFortis's net income).

13 Confidentiality

13.1 Mutual Obligations

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and to use the other party's Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms.

13.2 User Data as Confidential

Your User Data is treated as your Confidential Information, subject to: (a) the automated 7-day deletion policy under Section 6.2; (b) RxFortis's rights to create aggregated, anonymized data under Section 6.4; and (c) any disclosure required by law.

13.3 RxFortis Confidential Information

The Service, its source code, algorithms, pricing, product roadmaps, and all non-public business information constitute RxFortis's Confidential Information. You shall not disclose such information to any third party.

13.4 Exclusions

Obligations under this Section do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order (provided the receiving party gives prompt prior written notice where legally permissible).

14 Acceptable Use Policy

14.1 Permitted Uses

You may use the Service solely for lawful pharmacy operations consistent with these Terms.

14.2 Prohibited Uses

Without limiting Section 2.2, you shall not use the Service to:

• Upload, transmit, or process any PHI without a fully executed BAA in place;
• Submit false, fraudulent, or misleading data intended to manipulate audit-risk outputs;
• Engage in any activity constituting Medicare/Medicaid fraud, insurance fraud, or any crime under applicable state or federal law;
• Access the Service for competitive intelligence, benchmarking, or market research against RxFortis;
• Upload data belonging to another pharmacy without their explicit written authorization;
• Interfere with any PBM investigation, audit, or legal proceeding;
• Use the Service as a basis for representations to regulators, patients, or third parties without independent verification;
• Engage in any conduct that violates any applicable law, regulation, or professional ethics rule.

15 Dispute Resolution, Arbitration & Jury Waiver

15.1 Informal Resolution

Before initiating any formal dispute proceeding, you agree to provide RxFortis with thirty (30) days' written notice describing your claim and desired resolution. The parties shall negotiate in good faith to resolve the dispute informally.

15.2 Binding Arbitration

15.3 Class Action Waiver

YOU AND RxFortis EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY.

15.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.5 Equitable Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of that party's Intellectual Property or Confidential Information.

15.6 Statute of Limitations

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED.

16 General Legal Provisions

• Governing Law: These Terms are governed by the laws of the State of New Jersey, without regard to its conflict of law principles. For any matter not subject to arbitration, you consent to exclusive jurisdiction in the state and federal courts located in New Jersey.
• Assignment: You may not assign or transfer any rights or obligations under these Terms without RxFortis's prior written consent. RxFortis may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Amendments: RxFortis reserves the right to modify these Terms at any time by posting an updated version to RxFortis.com/terms. Material changes will be communicated via email or in-app notification with at least thirty (30) days' notice.
• Waiver: No failure or delay by RxFortis to exercise any right or remedy shall constitute a waiver of that right or remedy.
• Severability: If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Entire Agreement: These Terms, together with the Privacy Policy, any executed BAA, and any applicable Order Form, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, whether written or oral.
• Force Majeure: RxFortis shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, pandemic, war, terrorism, government actions, utility failures, cyberattacks, or internet infrastructure failures.
• Notices: Notices to RxFortis must be sent via email to legal@RxFortis.com. Notices to you may be sent to the email address associated with your account.
• No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties hereto and create no rights in any third party.
• Electronic Signatures: Electronic signatures and acceptance shall be legally valid and binding to the same extent as original signatures.
• Export Compliance: You represent that you are not located in a country subject to U.S. government embargo and will not export or re-export the Service in violation of U.S. export control laws.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship.

17 Service Availability, Support & Modifications

17.1 No Uptime Guarantee

The Service is provided without any guarantee or warranty of uptime, availability, or uninterrupted access. RxFortis may take the Service offline at any time for scheduled maintenance, emergency maintenance, upgrades, or any other purpose without liability to you.

17.2 Modifications

RxFortis reserves the right to modify, discontinue, or sunset any feature of the Service, including Shield Vault or NDC reconciliation tools, at any time with reasonable prior notice where practicable. Feature removal does not entitle you to any refund unless a specific SLA governs the removed feature.

17.3 Support

Any support services provided by RxFortis are at RxFortis's discretion and shall not create any warranty obligation regarding Service functionality or outcomes.

18 Contact Us

For any questions, concerns, or notices regarding these Terms or your legal relationship with RxFortis, please contact us:

Version 2.4  |  Effective Date: March 12, 2026  |  © RxFortis.com. All rights reserved.