1. Introduction

Welcome to Rx Compliance360 Partners ("we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our compliance management platform, including our website, web portal, AI-powered tools, mobile applications, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

2. Services Overview

2.1 Annual Compliance Monitoring Plan

Pricing: $995 per licensed pharmacy location per year. Unlimited users may access the portal for each subscribed location.

Plan Includes:

• Automated license expiration alerts (90/60/30-day email notifications)
• Secure encrypted credential vault for DEA, Medicaid, Medicare, 340B, NABP, PBM, and state board portal logins
• State-specific pharmacy regulation tracking and compliance alerts
• AI-powered compliance Q&A assistant for regulatory questions
• AI-powered zoning and business research assistant
• Automated document scanning and data extraction from uploaded licenses
• Unlimited cloud document storage with version history
• Multi-user portal access with admin and user role-based permissions
• License management (State Pharmacy, DEA, CMEA, Pharmacist, Pharmacy Technician)
• Business compliance tracking (business licenses, zoning permits, local registrations)
• Accreditation management (URAC, ACHC, VIPPS)
• Contract tracking (340B, Medicaid, Medicare, wholesaler agreements, PBM contracts)
• SOP and training document management
• Application and service request tracking
• Email compliance digest and weekly regulatory updates
• Dedicated compliance support from our team

Billing: Plans auto-renew annually. You may cancel in writing 30 days before renewal date.

2.2 Project-Based Compliance Services

We offer professional services to assist with license applications, renewals, and regulatory filings, including but not limited to:

• State pharmacy license applications and renewals (starting at $600 per state)
• Controlled substance license applications (starting at $400 per state)
• DEA registration and renewal services (starting at $400 per location)
• Medicaid and Medicare provider enrollment and revalidation (starting at $950)
• 340B contract management assistance (starting at $600 per contract)
• Business licenses, zoning permits, and local registrations (starting at $500 per project)
• Credential vault setup and configuration ($500 one-time fee)
• On-site or virtual mock audits and compliance readiness reviews ($2,000 per day)

Pricing: Project-based services are quoted individually based on complexity, state requirements, and number of locations. You will receive a detailed written quote before any work begins.

2.3 AI-Powered Tools

Our platform includes experimental AI-powered features:

• Compliance Q&A Assistant: AI chatbot for answering pharmacy compliance questions
• Zoning Research Assistant: AI tool for researching local zoning and business requirements
• Regulation Finder: AI-powered extraction of regulation information from uploaded documents
• Document Scanning: Automated OCR extraction of data from license certificates and applications

2.4 Communication Channels

• Email alerts and notifications (license expirations, compliance updates)
• In-portal messaging and support requests
• Optional WhatsApp integration for AI assistant access
• Weekly or monthly compliance digest emails (configurable)

3. Two-Part Payment Structure

All project-based services involve two separate payment components:

3.1 RxC360 Service Fee

This is our professional service fee for preparing, reviewing, and submitting your applications and documentation. You will receive an invoice from Rx Compliance360 Partners for this fee. Payment is required before work begins.

3.2 Government/Agency Fee

This is the official fee charged by the government agency (e.g., State Board of Pharmacy, DEA, CMS) for processing your application. You pay this fee directly to the issuing authority. We will provide instructions on how to make this payment.

3.3 Proof of Agency Payment

For applications requiring agency fees, you may be required to upload proof of payment through the portal before we submit your application. Accepted proof includes check images, money order receipts, wire transfer confirmations, or credit card payment screenshots.

4. Billing and Payment Terms

4.1 Annual Plan Billing

• Annual plans are billed at $995 per location per year
• Plans auto-renew annually unless canceled in writing at least 30 days before renewal date
• Payment is due within 30 days of invoice date
• Each licensed pharmacy location requires its own annual plan subscription
• Refunds are not provided for partial year cancellations
• Multi-location discounts may be available for 5+ locations (contact sales)

4.2 Project-Based Service Billing

• You will receive a written quote showing both our service fee and the agency fee separately
• Work does not begin until you approve the quote and our invoice is paid in full
• Agency fees must be paid separately by you directly to the government agency
• We may require proof of agency payment before final submission
• Our service fees are non-refundable once work has commenced
• If an application is denied by the agency, our service fee is not refundable, but we will assist with reapplication at no additional charge (agency fees may apply)

4.3 Late Payments and Suspension

Invoices are due within 30 days. Late payments may result in:

• Suspension of portal access and services
• Late fees of 1.5% per month (18% annually) or the maximum allowed by law
• Collection efforts and associated costs

4.4 Accepted Payment Methods

We accept credit cards, ACH transfers, checks, and wire transfers for RxC360 service fees. Payment processing is handled by third-party payment processors. We do not store credit card information on our servers.

5. User Accounts and Access

5.1 Account Creation and Organization Setup

To use our Services, you must:

• Create an account with accurate, complete information
• Provide your organization ID (assigned by Rx Compliance360)
• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorized access

5.2 Multi-User Access and Roles

Organizations with active annual plans may create unlimited user accounts:

• Admin Users: Full access to organizational data, can manage users, edit credentials, approve service requests
• Regular Users: View-only access to licenses, documents, and applications; can submit support requests

You are responsible for all activity that occurs under your organization's account and for properly assigning user roles.

5.3 Account Security

You agree to:

• Use strong, unique passwords
• Enable multi-factor authentication when available
• Not share login credentials between users
• Log out after each session on shared devices

6. User Content and Data

6.1 Your Responsibility for Accuracy

You are solely responsible for the accuracy, legality, completeness, and appropriateness of all data, documents, credentials, and information you upload or provide through our Services ("User Content"), including:

• License numbers and expiration dates
• Portal usernames and passwords
• Supporting documentation (certificates, permits, etc.)
• Application information and service request details
• Organization and location information

6.2 License to Use Your Content

You grant us a limited, non-exclusive license to use, store, process, and transmit your User Content solely to provide our Services to you. This includes:

• Storing documents in encrypted cloud storage
• Processing documents through AI/OCR for data extraction
• Using credentials to submit applications (with your permission)
• Generating compliance reports and alerts
• Providing data to AI assistants for answering your questions

We will not sell, share, or use your User Content for any purpose other than providing our Services, except as required by law.

6.3 Credential Vault and Shared Access

When you store portal credentials in our secure vault:

• Credentials are encrypted at rest using AES-256 encryption
• You control whether credentials are "shared with service team"
• We will ONLY access credentials marked as "shared" and only for authorized application submissions
• All credential access is logged with timestamps and user identification

6.4 Document Upload and Scanning

When you upload documents for scanning:

• Documents are processed by AI/OCR services to extract data (license numbers, dates, etc.)
• Extracted data is used to auto-fill forms and reduce manual entry
• You are responsible for reviewing and verifying all extracted data for accuracy
• Original documents are stored in your secure document vault

6.5 Data Retention After Termination

Upon termination of your account:

• You have 30 days to export your data from the portal
• After 30 days, we may delete your User Content in accordance with our data retention policies
• We may retain certain information for legal compliance, fraud prevention, or dispute resolution

7. Limitations and Disclaimers

7.1 Not Legal Advice

7.2 No Guarantee of Approval

We will use commercially reasonable efforts to assist with your applications, but we cannot and do not guarantee approval by any government agency. Approval decisions are made solely by the relevant authority based on their requirements and regulations. We are not responsible for application denials.

7.3 Government Processing Times

We are not responsible for delays caused by government agencies. Processing times vary by state, agency, and application type and are beyond our control. Estimated timelines provided are based on typical processing times and are not guarantees.

7.4 AI-Powered Tools and Accuracy

7.5 HIPAA and Data Privacy Disclosure

7.6 Email Delivery and Alerts

While we make reasonable efforts to deliver email alerts and notifications, we cannot guarantee delivery due to spam filters, email server issues, or other factors beyond our control. You are responsible for regularly checking the portal for important updates.

7.7 Third-Party Services and Links

Our platform may contain links to third-party websites (e.g., state board portals, DEA website) or integrate with third-party services. We are not responsible for the content, accuracy, or availability of third-party services.

8. Acceptable Use Policy

You agree NOT to:

• Provide false, inaccurate, or misleading information
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to other users' accounts or data
• Reverse engineer, decompile, or attempt to extract source code
• Use the platform for any illegal purpose
• Abuse or overload our systems (e.g., automated scraping)
• Share account credentials with unauthorized parties
• Impersonate another person or organization

9. Termination

9.1 By You

You may cancel your annual plan by providing written notice to sales@rxcompliance360partners.com at least 30 days before your renewal date. Cancellations received less than 30 days before renewal will be effective for the following renewal period. No refunds for partial years.

9.2 By Us

We may suspend or terminate your access immediately if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay amounts due (after 30 days past due)
• Engage in fraudulent, illegal, or harmful activity
• Provide false information on applications we submit

9.3 Effect of Termination

Upon termination:

• Your portal access will be immediately disabled
• Outstanding invoices remain due and payable
• You have 30 days to request an export of your data
• After 30 days, we may delete your data per our retention policies
• Sections of these Terms that should survive (e.g., indemnification, liability) remain in effect

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• RX COMPLIANCE360 PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE ARE NOT LIABLE FOR ANY LOSS OF PROFITS, REVENUES, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL
• WE ARE NOT LIABLE FOR DAMAGES CAUSED BY APPLICATION DENIALS, GOVERNMENT DELAYS, OR THIRD-PARTY ACTIONS
• WE ARE NOT LIABLE FOR ERRORS OR INACCURACIES IN AI-GENERATED CONTENT
• OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM

Some jurisdictions do not allow certain liability limitations, so the above may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Rx Compliance360 Partners, its officers, directors, employees, agents, and contractors from any claims, liabilities, damages, losses, and expenses (including attorney fees) arising from:

• Your use or misuse of our Services
• Your violation of these Terms
• Inaccurate, false, or misleading information you provide
• Your violation of any laws or regulations
• Your violation of any third-party rights
• Unauthorized use of your account by others due to your failure to safeguard credentials

12. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Any disputes arising from these Terms or our Services shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules. The arbitration shall take place in Texas. Either party may seek injunctive or equitable relief in court to protect intellectual property rights or prevent unauthorized use of the Services.

13. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by email to your registered email address or through a prominent notice in the portal. Changes become effective 30 days after notification. Your continued use of our Services after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the changes, you must cancel your account.

14. Contact Information

For questions about these Terms, please contact us at:

15. Entire Agreement and Miscellaneous

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Rx Compliance360 Partners regarding our Services and supersede all prior agreements and understandings.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign or transfer these Terms without our written consent.