Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between PharmComplyAI LLC, a Tennessee limited liability company ("PharmComplyAI," "we," "us," or "our"), and the entity or individual creating an account and accessing the Services ("Customer," "you," or "your"). These Terms govern your access to and use of the PharmComplyAI platform, including all associated features, tools, content, and services (collectively, the "Services").

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. Electronic acceptance of these Terms (including by clicking "I Agree," checking an acceptance box, or completing the account registration process) shall have the same legal force and effect as a physical signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

By creating an account and accepting these Terms, you represent and warrant that you have the authority to bind the pharmacy, business, or entity on whose behalf you are accessing the Services. If you do not have such authority, you are personally responsible for compliance with these Terms.

2. Definitions

"Authorized Users" means Customer's employees, agents, or contractors who are authorized by Customer to access and use the Services under Customer's account.

"Customer Data" means all information, data, and content uploaded to or entered into the Services by or on behalf of Customer, including pharmacy profile information, staff records, equipment data, checklist entries, monitoring readings, chat transcripts, and documents.

"AI Outputs" means any content, responses, documents, guidance, or other outputs generated by the Services' artificial intelligence features in response to Customer inputs or queries.

"Service Period" means the duration of Customer's subscription to the Services, as specified at the time of purchase.

"Services" means the PharmComplyAI compliance operating system platform, including all AI-powered features, compliance tools, training features, document generation, operational checklists, and related functionality.

3. Services and Support

3.1 Description of Services

PharmComplyAI is an AI-powered compliance operating system designed to assist 503A compounding pharmacies with regulatory compliance. The Services include AI-powered regulatory question-and-answer capabilities, compliance dashboard and inspection readiness scoring, daily operational checklists with staff attribution, automated deadline tracking and alerts, staff competency tracking and training documentation, equipment management and recertification tracking, environmental monitoring and trend analysis, AI-assisted document generation and document registry, and PDF export for audit-ready documentation.

3.2 Support

PharmComplyAI will provide commercially reasonable support during the Service Period via email at support@pharmcomplyai.com. Support response times are not guaranteed, and no service level agreement (SLA) or uptime commitment is provided. PharmComplyAI will use commercially reasonable efforts to maintain the availability of the Services.

3.3 Modifications to Services

PharmComplyAI may modify, update, or enhance the Services from time to time. For material changes that reduce existing functionality, PharmComplyAI will provide thirty (30) days' prior notice via email or through the Services. Non-material changes, including bug fixes, security patches, and minor user interface updates, may be made without notice. Feature additions and improvements do not require prior notice.

4. Account Registration

4.1 Account Creation

To access the Services, you must complete the account registration process, including the onboarding wizard, and provide accurate, current, and complete information. You agree to promptly update your account information to keep it accurate and current.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including any administrator PIN. You agree to immediately notify PharmComplyAI of any unauthorized access to or use of your account. PharmComplyAI will not be liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Authorized Users

Customer may designate Authorized Users to access the Services under Customer's account. Customer is responsible for all use and misuse of the Services by Authorized Users. One subscription covers Customer's entire pharmacy team; there is no per-seat pricing.

5. Beta and Trial Services

5.1 Beta Access

PharmComplyAI may offer beta access to the Services at no charge. Beta access is provided for evaluation purposes and may be terminated by PharmComplyAI at any time in its sole discretion. Beta access does not obligate Customer to purchase a paid subscription.

5.2 Beta Disclaimers

5.3 Transition to Paid Subscription

Upon conversion from beta to a paid subscription, these Terms shall continue to govern the relationship. Customer Data entered during the beta period will be retained and carried forward into the paid subscription.

6. Fees and Payment

6.1 Subscription Fees

The Services are offered on a subscription basis at the following rates:

Standard Pricing: $500 per month (monthly subscription) or $5,000 per year (annual subscription).

Founding Member Pricing: $400 per month or $4,000 per year for the first five (5) founding member slots. The founding member rate is locked for the lifetime of the subscription, provided the subscription remains continuously active.

6.2 Founding Member Rate

The founding member rate requires continuous, uninterrupted subscription. If a founding member's subscription lapses for more than fifteen (15) calendar days (the "Grace Period"), the founding member rate is permanently forfeited, and the Customer's subscription will renew at the then-current standard rate. The fifteen-day Grace Period is intended to accommodate involuntary payment failures (e.g., expired credit cards) and is not a free extension of the Service Period.

6.3 Payment Terms

All fees are due in advance in accordance with the billing cycle selected by Customer. Customer authorizes PharmComplyAI to charge the payment method on file for all fees due, including renewals. All payment obligations are non-cancelable and all fees paid are non-refundable, including upon termination or cancellation for any reason. In the event of non-payment for fifteen (15) days after the due date, PharmComplyAI reserves the right to suspend Customer's access to the Services until payment is received.

6.4 Taxes

All fees are exclusive of applicable taxes, levies, or duties. Customer is responsible for all taxes associated with the purchase of the Services, excluding taxes based on PharmComplyAI's net income.

6.5 Price Changes

PharmComplyAI may change subscription pricing upon thirty (30) days' prior written notice. Price changes will only take effect at the beginning of Customer's next Service Period and will not affect fees during the then-current Service Period. Founding member rates are exempt from price increases for as long as the subscription remains continuously active. If Customer does not consent to a price increase, Customer may cancel their subscription before the price increase takes effect and will not be charged at the new rate. For annual subscribers, a prorated refund of the unused portion of the current Service Period will be issued upon cancellation in response to a price increase notification.

7. Term, Renewal, and Cancellation

7.1 Subscription Term

These Terms commence on the date Customer first accesses the Services and remain in effect for the duration of Customer's subscription. Monthly subscriptions have a one-month Service Period. Annual subscriptions have a twelve-month Service Period.

7.2 Automatic Renewal

AUTOMATIC RENEWAL DISCLOSURE: Unless Customer provides notice of cancellation in accordance with Section 7.3, subscriptions will automatically renew for successive periods of the same duration (monthly or annual) at the then-current subscription rate. Customer's payment method on file will be charged at the beginning of each renewal period. By checking the separate auto-renewal consent box during registration, Customer provides express affirmative consent to the automatic renewal terms described in this Section, as required by applicable state law.

For annual subscriptions, PharmComplyAI will send a renewal reminder via email at least twenty-five (25) days prior to the renewal date, including the renewal rate and instructions for cancellation. For monthly subscriptions, PharmComplyAI will send a reminder prior to the renewal that extends the subscription past twelve (12) consecutive months, including the renewal rate and instructions for cancellation.

7.3 Cancellation

Customer may cancel their subscription at any time by providing at least thirty (30) days' written notice prior to the end of the then-current Service Period. Cancellation may be submitted via email to support@pharmcomplyai.com or through any online cancellation mechanism provided within the Services. Cancellation takes effect at the end of the then-current Service Period. No prorated refunds will be issued for the unused portion of any Service Period.

7.4 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice. PharmComplyAI may terminate these Terms immediately if Customer violates Section 12 (Prohibited Uses). Non-payment of fees for thirty (30) days after the due date constitutes a material breach.

7.5 Effect of Termination

Upon termination or expiration, Customer's access to the Services will be deactivated. Customer will have thirty (30) days following termination to export Customer Data using the available PDF export features. After such thirty-day period, PharmComplyAI may delete all Customer Data within sixty (60) days. PharmComplyAI's license to use anonymized and aggregated data (as described in Section 8.3) shall survive termination. Sections 6 (for accrued fees), 8, 9, 10, 14, 15, 16, 17, and 18 shall survive termination.

8. Ownership and Licensing

8.1 PharmComplyAI Intellectual Property

PharmComplyAI retains all right, title, and interest in the Services, including all software, algorithms, knowledge base content, document templates, generation logic, user interfaces, and all associated intellectual property rights. Nothing in these Terms grants Customer any ownership interest in the Services or any component thereof.

8.2 Customer Data Ownership

Customer retains ownership of Customer Data uploaded to or entered into the Services, including pharmacy profile information, staff records, equipment data, checklist entries, monitoring readings, and chat transcripts. Customer grants PharmComplyAI a non-exclusive, non-transferable license to use Customer Data solely to provide the Services to Customer during the Service Period.

8.3 Aggregated and Anonymized Data

Customer grants PharmComplyAI a non-exclusive, royalty-free, perpetual license to use aggregated and anonymized data derived from Customer's use of the Services for the purposes of product improvement, analytics, research, and development. Such data will be de-identified so that it cannot reasonably be used to identify Customer, any Authorized User, or any individual. This license survives termination of these Terms.

8.4 AI-Generated Outputs

Customer may use AI Outputs generated by the Services for Customer's internal business purposes. PharmComplyAI retains all intellectual property rights in the underlying templates, models, and generation logic used to produce AI Outputs. Customer shall not represent that AI Outputs were generated by a human or constitute official regulatory guidance.

8.5 Feedback

If Customer provides suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants PharmComplyAI a fully paid-up, royalty-free, worldwide, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Services.

9. AI Disclaimer and Compliance Tool Limitations

9.1 Informational Tool Only

9.2 No Guarantee of Accuracy

9.3 Customer Responsibility

Customer is solely responsible for:

(a) Verifying all compliance guidance, AI Outputs, and information provided through the Services against applicable regulations, including but not limited to USP standards, state Board of Pharmacy rules, and FDA guidance, before taking any action based thereon;

(b) All compliance decisions made by Customer and Authorized Users, regardless of whether such decisions were informed by the Services;

(c) Maintaining the Pharmacist-in-Charge's (PIC) independent professional judgment and final authority over all compliance matters; and

(d) Consulting qualified legal, regulatory, or professional advisors as appropriate for Customer's specific circumstances.

9.4 Scope of Services

The Services are designed exclusively for 503A compounding pharmacies operating under state Board of Pharmacy oversight. The Services are not designed for, and should not be used by, 503B outsourcing facilities, which operate under a distinct federal regulatory framework.

10. Customer Data and Privacy

10.1 Privacy Policy

PharmComplyAI's collection, use, and disclosure of personal information is governed by our Privacy Policy, available at pharmcomplyai.com/privacy (the "Privacy Policy"). By using the Services, you agree to the terms of the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

10.2 Data Collected

The Services collect and process the following categories of data: account and pharmacy profile information (pharmacy name, address, state, phone number, compounding types, DEA number); staff information (names, roles, license numbers, certification dates, competency evaluation records); equipment and operational data (equipment types, certification dates, checklist completions, monitoring readings, cleaning records); AI interaction data (questions submitted, AI responses, citations, confidence scores); documents (AI-generated documents, document registry entries, review records); and usage and technical data (login activity, feature usage patterns, device and browser information, IP addresses for security purposes).

PharmComplyAI may collect additional categories of data in the future to improve the Services, as described in the then-current Privacy Policy.

10.3 No Protected Health Information

If Customer inadvertently uploads or enters PHI into the Services, PharmComplyAI shall not be liable for any consequences arising from such upload, including but not limited to any HIPAA violation, data breach, or unauthorized disclosure. Customer agrees to indemnify and hold PharmComplyAI harmless from any claims, damages, or expenses arising from Customer's upload of PHI into the Services.

10.4 Data Security

PharmComplyAI implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit, database-level security, role-based access controls, and error monitoring configured to exclude personally identifiable information. While PharmComplyAI uses reasonable measures to protect Customer Data, no method of electronic storage or transmission is completely secure, and PharmComplyAI cannot guarantee absolute security.

10.5 Breach Notification

In the event of a data breach affecting Customer Data, PharmComplyAI will notify affected Customers in the most expedient time possible and without unreasonable delay, in accordance with the Tennessee Identity Theft Deterrence Act (T.C.A. § 47-18-2107) and any other applicable breach notification laws.

10.6 Third-Party Service Providers

PharmComplyAI uses third-party service providers to deliver the Services, including but not limited to cloud hosting, database services, AI model providers, and error monitoring services. These providers process Customer Data solely on PharmComplyAI's behalf and are contractually obligated to protect Customer Data. A current list of sub-processors is available upon request.

11. Data Retention and Deletion

During the Service Period, Customer Data is retained and available through the Services. Upon termination or expiration, Customer has thirty (30) days to export Customer Data using the available export features. After the thirty-day export window, PharmComplyAI will delete Customer Data within sixty (60) calendar days, including from backup systems. PharmComplyAI may retain anonymized and aggregated data as described in Section 8.3. PharmComplyAI may retain limited data as required by applicable law or to resolve disputes.

12. Prohibited Uses

Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

(a) Misrepresent AI Outputs or any information provided through the Services as official regulatory guidance, legal advice, or the professional opinion of a licensed pharmacist, attorney, or regulatory consultant;

(b) Use the Services for 503B outsourcing facility compliance, which operates under a different regulatory framework than the 503A pharmacies for which the Services are designed;

(c) Upload, enter, or transmit Protected Health Information (PHI) as defined under HIPAA into the Services;

(d) Share account credentials or administrator PINs with unauthorized individuals;

(e) Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or underlying structure of the Services;

(f) Use any automated means (bots, scrapers, crawlers) to access the Services or extract data;

(g) Sublicense, transfer, resell, or provide access to the Services to any third party;

(h) Use the Services in violation of any applicable law, rule, or regulation;

(i) Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems; or

(j) Remove or alter any proprietary notices, labels, or marks from the Services.

Violation of this Section constitutes a material breach of these Terms and may result in immediate termination.

13. Electronic Communications

13.1 Transactional Communications

By creating an account, you consent to receive transactional and service-related electronic communications from PharmComplyAI, including account notifications, subscription confirmations, renewal reminders, security alerts, and service announcements. These communications are necessary for the administration of your account and cannot be opted out of while maintaining an active subscription.

13.2 Marketing Communications

With your separate opt-in consent, PharmComplyAI may send marketing communications, including product updates, feature announcements, compliance tips, and educational content. You may opt out of marketing communications at any time by clicking the unsubscribe link included in every marketing email or by contacting support@pharmcomplyai.com. Opt-out requests will be honored within ten (10) business days. Opting out of marketing communications does not affect your receipt of transactional communications.

13.3 CAN-SPAM Compliance

All commercial electronic communications from PharmComplyAI will comply with the CAN-SPAM Act, including accurate header and sender information, clear identification of commercial content, inclusion of a valid postal address as required by law, and a functioning unsubscribe mechanism.

14. Confidentiality

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, including their underlying technology and business terms, are PharmComplyAI's Confidential Information.

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to third parties except to employees, contractors, or agents who need to know and are bound by confidentiality obligations at least as protective as this Section; and (c) not use Confidential Information except to perform obligations or exercise rights under these Terms.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) was independently developed without use of Confidential Information; or (iii) was lawfully received from a third party without restriction. Either party may disclose Confidential Information if required by law, provided the disclosing party gives reasonable notice (if permitted) to allow the other party to seek protective measures.

15. Warranties and Disclaimers

15.1 Limited Warranty

PharmComplyAI warrants that during the Service Period, the Services will perform materially in accordance with any applicable documentation. This warranty does not apply to non-conformity resulting from Customer's use of the Services in violation of these Terms. For any breach of this warranty, Customer's exclusive remedy is as described in Section 7.4 (Termination for Cause).

15.2 Disclaimers

16. Indemnification

16.1 Indemnification by PharmComplyAI

PharmComplyAI will indemnify and hold Customer harmless from any third-party claims alleging that the Services infringe such third party's intellectual property rights, and will pay any resulting damages or settlement amounts. The indemnification obligation in this Section 16.1 applies to the Services' platform, software, and knowledge base content, and does not extend to AI Outputs, which are variable, model-generated content subject to the disclaimers in Section 9. If the Services become subject to an infringement claim, PharmComplyAI may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services to be non-infringing; or (c) if neither option is commercially practicable, terminate these Terms and provide a pro-rata refund of prepaid fees for the unused portion of the Service Period.

16.2 Indemnification by Customer

Customer will indemnify and hold PharmComplyAI harmless from any third-party claims arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer's upload of PHI or other prohibited content into the Services; (c) Customer's reliance on AI Outputs for compliance decisions without independent verification; or (d) Customer Data.

16.3 Indemnification Procedures

The indemnified party must: (i) promptly notify the indemnifying party of any claim; (ii) grant the indemnifying party sole control over the defense and settlement; and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim that results in liability or admission of liability by the indemnified party without prior written consent.

17. Limitation of Liability

17.1 Exclusion of Consequential Damages

17.2 Liability Cap

17.3 Exceptions

The limitations in Sections 17.1 and 17.2 shall not apply to: (a) either party's indemnification obligations under Section 16; (b) Customer's payment obligations under Section 6; (c) Customer's violation of Section 12 (Prohibited Uses); (d) liability arising from gross negligence, fraud, or intentional misconduct; or (e) any other liability that cannot be limited by applicable law.

17.4 Basis of the Bargain

Customer acknowledges that the limitations of liability in this Section 17 reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. PharmComplyAI would not provide the Services without these limitations.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith informal negotiation for a period of thirty (30) days following written notice of the dispute. During this period, the parties shall communicate directly to reach a mutually acceptable resolution.

18.2 Governing Law

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

18.3 Jurisdiction and Venue

Any dispute not resolved through informal negotiation shall be resolved exclusively in the state or federal courts located in Davidson County, Tennessee. Each party hereby consents to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

19. Force Majeure

Except with respect to Customer's payment obligations, neither party shall be liable for any failure or delay in performing its obligations under these Terms caused by events beyond such party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, fire, flood, war, terrorism, civil unrest, labor disputes, government actions, power failures, internet or telecommunications failures, or denial-of-service attacks.

20. Marketing and Publicity

PharmComplyAI will not use Customer's name, logo, or trademarks for marketing or publicity purposes without Customer's prior written consent. PharmComplyAI may request permission to use Customer testimonials, case studies, or references, but Customer has no obligation to agree. Any approved use will comply with Customer's brand guidelines as communicated to PharmComplyAI.

21. Miscellaneous

21.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

21.2 Amendments

PharmComplyAI reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Services at least thirty (30) days prior to taking effect. Continued use of the Services after the effective date of any modifications constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must cancel their subscription before the effective date.

21.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

21.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms and notice is given to the other party.

21.5 No Waiver

Neither party's failure to enforce any provision of these Terms constitutes a waiver of that provision or any other provision.

21.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

21.7 Notices

All notices under these Terms shall be in writing and shall be deemed given: (a) upon delivery if delivered by email; or (b) two (2) business days after being sent by nationally recognized overnight courier or U.S. mail. Notices to PharmComplyAI shall be sent to support@pharmcomplyai.com and to PharmComplyAI LLC at its registered address. Notices to Customer shall be sent to the email address associated with Customer's account.

21.8 Compliance with Law

Each party shall comply with all applicable federal, state, and local laws and regulations in connection with its performance under these Terms, including applicable state consumer protection acts, automatic renewal and subscription statutes, and state privacy laws. PharmComplyAI specifically acknowledges its obligations under the Tennessee Consumer Protection Act (T.C.A. § 47-18-101 et seq.) and applicable state automatic renewal statutes in each jurisdiction where the Services are offered.