1. Acceptance of Terms

These Terms constitute a legally binding agreement between you and ClaraRx regarding your access to and use of the Services.

Additional agreements may apply to certain Services, including but not limited to:

• Master Service Agreements (MSA)
• Subscription Agreements
• Business Associate Agreements (BAA)
• Order Forms
• Service Level Agreements (SLA)
• Data Processing Agreements (DPA)

Where another executed agreement conflicts with these Terms, the executed agreement will control solely with respect to the applicable Services.

2. Eligibility

You may use the Services only if:

• You are at least eighteen (18) years of age;
• You have the legal authority to enter into binding agreements;
• You are not prohibited from using the Services under applicable law;
• Your use complies with all applicable federal, state, and local laws and regulations.

If you use the Services on behalf of an organization, you represent that you are authorized to act on behalf of that organization.

3. Definitions

For purposes of these Terms:

“Account” means a registered account that permits access to the Services.

“Administrator” means an individual designated by a Customer to administer user access and permissions.

“Customer” means any individual or organization purchasing or using the Services.

“Customer Data” means all information, records, documents, files, text, images, Protected Health Information (PHI), Personal Information, and other content submitted to the Services by or on behalf of the Customer.

“Documentation” means any manuals, implementation guides, technical documentation, knowledge base articles, or instructions provided by ClaraRx.

“End User” means an individual authorized by the Customer to access the Services.

“Protected Health Information (PHI)” has the meaning assigned under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

“Services” means all software, websites, applications, APIs, hosted platforms, and related services offered by ClaraRx.

“Subscription” means a paid or trial right to access the Services for a specified period.

4. Service Description & Scope

ClaraRx provides a cloud-based Software-as-a-Service (“SaaS”) platform designed to support pharmacies, healthcare providers, healthcare organizations, and related businesses through digital workflow management, patient management, prescription processing, inventory management, billing support, reporting, integrations, communication tools, and other healthcare operational services.

The Services may include, without limitation:

• Patient management
• Prescription workflow management
• Pharmacy operations
• Clinical workflow support
• Inventory management
• Order processing
• Billing and reimbursement workflows
• Secure messaging
• Reporting and analytics
• Electronic document management
• User administration
• API access
• Third-party integrations
• Mobile applications
• Customer support services

The Services continue to evolve. ClaraRx may introduce new features, modify existing functionality, or discontinue certain features at its sole discretion.

Nothing contained within the Services constitutes medical advice, pharmaceutical advice, legal advice, or professional healthcare services.

5. No Medical Advice

ClaraRx is a technology platform.

ClaraRx does not practice medicine, pharmacy, nursing, or any other licensed healthcare profession.

The Services are intended solely as software tools to assist healthcare organizations with administrative, operational, communication, documentation, and workflow management.

ClaraRx does not:

• diagnose patients;
• prescribe medication;
• determine treatment plans;
• dispense medications;
• review clinical appropriateness;
• replace professional medical judgment.

Healthcare providers remain solely responsible for:

• patient care;
• diagnosis;
• prescribing decisions;
• dispensing decisions;
• clinical documentation;
• regulatory compliance;
• pharmacy operations;
• compliance with applicable standards of care.

Users must independently verify all clinical information before relying upon it.

6. User Accounts

Certain portions of the Services require a registered account.

Users agree to provide accurate, current, and complete registration information.

Users are responsible for:

• maintaining password confidentiality;
• safeguarding authentication credentials;
• preventing unauthorized account access;
• ensuring all account information remains current.

Users are responsible for all activities occurring under their accounts.

Customers shall immediately notify ClaraRx of:

• unauthorized account access;
• suspected credential compromise;
• suspected security incidents;
• unauthorized disclosure of Customer Data.

ClaraRx reserves the right to suspend or terminate accounts that violate these Terms or present security risks.

7. Service Availability

ClaraRx strives to maintain high availability of the Services.

However, uninterrupted access cannot be guaranteed.

The Services may occasionally be unavailable because of:

• scheduled maintenance;
• emergency maintenance;
• software upgrades;
• infrastructure failures;
• internet disruptions;
• cloud provider outages;
• cybersecurity events;
• circumstances beyond ClaraRx's reasonable control.

ClaraRx may perform maintenance with or without prior notice where reasonably necessary to protect the integrity, availability, or security of the Services.

Except where otherwise agreed in writing under a Service Level Agreement (SLA), ClaraRx makes no guarantee regarding specific uptime percentages or uninterrupted availability.

8. Modifications to the Services

ClaraRx continually improves its platform.

Accordingly, ClaraRx may:

• introduce new features;
• modify existing functionality;
• remove obsolete functionality;
• improve performance;
• enhance security;
• update user interfaces;
• modify APIs;
• change technical requirements.

Where practical, ClaraRx will provide advance notice of material changes affecting Customers.

Customers remain responsible for ensuring compatibility with supported browsers, operating systems, devices, and third-party integrations.

9. Subscription Plans & Payment Terms

9.1 Subscription Services

Certain Services are available only through a paid subscription. Subscription plans, pricing, features, storage limits, user limits, implementation services, and optional modules will be identified in the applicable Order Form, Subscription Agreement, or other written agreement between ClaraRx and the Customer.

Unless otherwise agreed in writing, subscriptions are provided on a recurring basis.

9.2 Fees

Customers agree to pay all fees associated with their subscription.

All fees are:

• stated in U.S. Dollars unless otherwise specified;
• exclusive of applicable taxes;
• non-refundable except as required by law or expressly stated in a written agreement.

Customers are responsible for all applicable sales, use, value-added, withholding, and similar taxes imposed by governmental authorities.

9.3 Payment Terms

Invoices are due according to the payment terms specified in the applicable Order Form or invoice.

Failure to make timely payments may result in:

• suspension of Services;
• restriction of account access;
• termination of the subscription;
• collection activities permitted by law.

Late payments may incur interest at the lesser of:

• 1.5% per month; or
• the maximum amount permitted by applicable law.

9.4 Subscription Renewals

Unless otherwise stated in a written agreement, subscriptions automatically renew for successive renewal terms unless either party provides written notice of non-renewal before the applicable renewal date.

9.5 Changes to Pricing

ClaraRx may modify pricing for future renewal periods by providing reasonable advance notice.

Pricing changes will not affect the current subscription term unless otherwise agreed.

10. Security Commitments

Protecting customer information is a core priority for ClaraRx.

ClaraRx maintains administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.

These safeguards may include:

• Encryption of data in transit using industry-standard TLS protocols.
• Encryption of sensitive data at rest where appropriate.
• Role-based access controls (RBAC).
• Multi-factor authentication (MFA) for administrative access where supported.
• Audit logging of security-relevant events.
• Secure authentication mechanisms.
• Infrastructure monitoring.
• Network security controls.
• Vulnerability management.
• Regular software updates.
• Backup and disaster recovery procedures.
• Secure cloud infrastructure.
• Security awareness training for personnel with access to production systems.

Security practices evolve over time, and ClaraRx may enhance or modify security measures as technology and industry standards develop.

While ClaraRx uses commercially reasonable safeguards, no system connected to the Internet can be guaranteed to be completely secure. Accordingly, ClaraRx does not warrant that the Services will be free from unauthorized access, cyberattacks, or other security incidents.

11. Customer Responsibilities

Customers remain responsible for their own use of the Services.

Customers agree to:

• maintain accurate account information;
• safeguard user credentials;
• restrict access to authorized personnel;
• configure user permissions appropriately;
• promptly remove former employees' access;
• comply with all applicable laws;
• comply with HIPAA where applicable;
• comply with applicable pharmacy regulations;
• comply with DEA requirements where applicable;
• maintain necessary licenses and certifications;
• obtain all required patient authorizations;
• verify information before relying upon it.

Customers are solely responsible for:

• patient care;
• clinical decisions;
• prescriptions;
• medication dispensing;
• billing submissions;
• coding accuracy;
• reimbursement decisions;
• regulatory filings;
• maintaining backup copies of exported reports where desired.

Customers shall immediately notify ClaraRx of:

• suspected unauthorized access;
• security incidents;
• suspected compromise of credentials;
• unauthorized disclosure of Customer Data.

12. HIPAA & Regulatory Compliance

ClaraRx understands the importance of protecting Protected Health Information (“PHI”) and is committed to supporting Customers in meeting applicable healthcare privacy and security obligations.

Where ClaraRx creates, receives, maintains, or transmits Protected Health Information on behalf of a Covered Entity or Business Associate, the parties may enter into a separate Business Associate Agreement (“BAA”).

The BAA governs the handling of PHI and supersedes any inconsistent provisions contained within these Terms regarding PHI.

Nothing within these Terms relieves Customers of their independent obligations under:

• HIPAA;
• HITECH;
• applicable state privacy laws;
• pharmacy regulations;
• CMS requirements;
• DEA regulations;
• or other applicable healthcare laws.

Customers remain solely responsible for determining whether their use of the Services complies with all applicable legal and regulatory requirements.

13. Confidentiality

Each party agrees to maintain the confidentiality of Confidential Information received from the other party.

Confidential Information includes, but is not limited to:

• business information;
• pricing;
• product roadmaps;
• technical documentation;
• software architecture;
• source code;
• trade secrets;
• customer information;
• patient information;
• financial information;
• security procedures;
• implementation materials.

Confidential Information does not include information that:

• becomes publicly available without breach;
• was lawfully known before disclosure;
• is independently developed;
• is lawfully obtained from a third party without confidentiality obligations.

Each party agrees to:

• protect Confidential Information using reasonable care;
• use Confidential Information only for purposes of providing or receiving the Services;
• limit disclosure to employees, contractors, and advisors with a legitimate need to know and who are bound by confidentiality obligations.

Confidentiality obligations survive termination of these Terms.

14. Customer Data Ownership

Customers retain all right, title, and interest in and to their Customer Data.

Nothing in these Terms transfers ownership of Customer Data to ClaraRx.

Customers grant ClaraRx a limited, non-exclusive, worldwide license to:

• host Customer Data;
• process Customer Data;
• transmit Customer Data;
• store Customer Data;
• back up Customer Data;
• display Customer Data within the Services;
• otherwise use Customer Data solely as necessary to provide, maintain, secure, improve, and support the Services.

ClaraRx acquires no ownership rights in Customer Data.

15. Data Privacy & Protection

ClaraRx processes Customer Data in accordance with applicable privacy laws and its published Privacy Policy.

Customers represent and warrant that they have obtained all necessary rights, permissions, authorizations, and legal bases required for ClaraRx to process Customer Data.

Customers shall not upload information they are not legally authorized to disclose.

Where applicable, ClaraRx will process personal information only for legitimate business purposes necessary to provide the Services.

16. Data Retention & Deletion

Customer Data will generally remain available during the active subscription period.

Following termination of Services, ClaraRx may retain Customer Data for a limited period:

• to comply with legal obligations;
• resolve disputes;
• enforce agreements;
• maintain backup systems;
• satisfy regulatory requirements.

Following expiration of applicable retention periods, Customer Data may be permanently deleted or anonymized unless otherwise required by law.

Customers are encouraged to export any necessary data before termination of their subscription.

17. Privacy Policy

Use of the Services is also governed by the ClaraRx Privacy Policy, which explains how personal information is collected, used, disclosed, stored, and protected.

In the event of any inconsistency between these Terms and the Privacy Policy regarding the processing of personal information, applicable law will govern, and the parties will interpret both documents in a manner that gives effect to their respective purposes.

18. Intellectual Property Rights

The Services, Website, software, source code, object code, APIs, user interfaces, databases, workflows, documentation, designs, graphics, logos, trademarks, service marks, text, images, videos, reports, templates, and all related technology are owned by ClaraRx or its licensors and are protected by United States and international intellectual property laws.

Except for the limited rights expressly granted in these Terms, no ownership rights are transferred to you.

Nothing contained in these Terms grants any license or ownership interest in ClaraRx's intellectual property.

19. Limited License

Subject to these Terms and any applicable Subscription Agreement, ClaraRx grants Customers a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for their internal business purposes during an active subscription.

Customers may not:

• copy the software except as permitted by law;
• modify the software;
• create derivative works;
• reverse engineer, decompile, or disassemble the Services except where expressly permitted by applicable law;
• remove copyright or proprietary notices;
• sublicense the Services;
• sell, lease, rent, or distribute the Services;
• provide the Services as a service bureau;
• use the Services for competitive benchmarking without ClaraRx's written consent;
• access the Services to develop a competing product.

Any rights not expressly granted are reserved by ClaraRx.

20. Trademarks

“ClaraRx,” the ClaraRx logo, product names, service names, graphics, and branding are trademarks or registered trademarks of ClaraRx or its affiliates.

Nothing in these Terms grants any right to use ClaraRx's trademarks without prior written consent.

Customers may not imply any endorsement, sponsorship, or affiliation with ClaraRx without authorization.

21. Customer Content

Customers are solely responsible for all Customer Data and other content uploaded to or processed through the Services.

Customers represent and warrant that:

• they own or have all necessary rights to the content;
• the content does not infringe any third-party rights;
• the content complies with all applicable laws and regulations;
• uploading the content does not violate any contractual obligations.

ClaraRx does not claim ownership of Customer Data.

22. Acceptable Use Policy

Customers and End Users agree not to use the Services to:

• violate any applicable law or regulation;
• infringe the intellectual property rights of others;
• transmit malicious software, viruses, worms, ransomware, or other harmful code;
• interfere with the security or operation of the Services;
• attempt unauthorized access to any system or account;
• perform penetration testing without written authorization;
• circumvent authentication or access controls;
• upload unlawful, defamatory, obscene, fraudulent, or harmful content;
• harass, threaten, or abuse others;
• send spam or unsolicited communications;
• misuse APIs or integrations;
• overload, disrupt, or impair the Services;
• scrape, crawl, or harvest data without authorization;
• impersonate another person or organization;
• use automated tools to access the Services in a manner that negatively impacts performance.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of access.

23. API Access

Where ClaraRx provides application programming interfaces (“APIs”), Customers may use such APIs solely in accordance with applicable documentation.

Customers shall not:

• exceed published rate limits;
• attempt to bypass authentication;
• use APIs in a manner that threatens system stability;
• share API credentials with unauthorized persons.

ClaraRx may suspend API access where necessary to protect platform security or stability.

24. Third-Party Services & Integrations

The Services may integrate with third-party products or services, including but not limited to:

• electronic prescribing platforms;
• payment processors;
• cloud hosting providers;
• identity providers;
• communication platforms;
• SMS providers;
• fax services;
• electronic signature providers;
• shipping providers;
• analytics services;
• accounting software; and
• other healthcare technology vendors.

These third-party services are provided by independent entities and are governed by their own terms and privacy policies.

ClaraRx is not responsible for:

• the availability of third-party services;
• changes made by third-party providers;
• third-party outages or interruptions;
• data accuracy supplied by third parties;
• third-party security practices;
• acts or omissions of third-party providers.

Customers use third-party integrations at their own risk.

25. Open Source Software

Certain components of the Services may include open-source software licensed under applicable open-source licenses.

Nothing in these Terms limits rights granted under those licenses.

Copies of applicable open-source licenses may be provided upon request or made available within the Documentation.

26. Feedback

Customers may voluntarily provide comments, suggestions, enhancement requests, ideas, recommendations, or other feedback regarding the Services.

By providing Feedback, Customers grant ClaraRx a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, modify, distribute, publish, commercialize, and incorporate such Feedback into the Services without restriction and without compensation.

ClaraRx is under no obligation to implement any Feedback.

27. Communications

By creating an account or using the Services, Customers consent to receive electronic communications from ClaraRx, including:

• account notifications;
• security alerts;
• service announcements;
• billing notices;
• maintenance notifications;
• legal notices;
• product updates;
• support communications.

Electronic communications satisfy any legal requirement that communications be in writing.

Customers may opt out of marketing communications where required by applicable law; however, operational and transactional communications necessary for providing the Services cannot be opted out of.

28. Monitoring & Enforcement

To protect the integrity, security, and availability of the Services, ClaraRx may monitor system activity, investigate suspected violations of these Terms, and take appropriate actions where necessary.

Such actions may include:

• restricting access;
• suspending user accounts;
• removing unlawful or harmful content;
• blocking malicious activity;
• reporting suspected illegal conduct to appropriate authorities.

ClaraRx will exercise these rights in accordance with applicable law and its privacy obligations.

29. Beta Features

From time to time, ClaraRx may offer beta, preview, or early-access features for evaluation purposes.

Beta features:

• may contain defects or errors;
• may be modified or discontinued at any time;
• may not be supported by service level commitments;
• are provided “as is” without warranties of any kind.

Customers use beta features at their own discretion and risk.

30. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLARARX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• TITLE;
• ACCURACY;
• RELIABILITY; OR
• UNINTERRUPTED OPERATION.

CLARARX DOES NOT WARRANT THAT:

• THE SERVICES WILL OPERATE WITHOUT INTERRUPTION;
• THE SERVICES WILL ALWAYS BE AVAILABLE;
• THE SERVICES WILL BE ERROR-FREE;
• DEFECTS WILL ALWAYS BE CORRECTED;
• THE SERVICES WILL MEET EVERY CUSTOMER REQUIREMENT;
• THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CUSTOMERS ARE RESPONSIBLE FOR VERIFYING ALL DATA, REPORTS, PRESCRIPTIONS, BILLING INFORMATION, CLINICAL RECORDS, AND OTHER INFORMATION GENERATED OR STORED USING THE SERVICES BEFORE RELYING UPON THEM.

31. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARARX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• PUNITIVE DAMAGES;
• EXEMPLARY DAMAGES;
• LOSS OF PROFITS;
• LOSS OF REVENUE;
• LOSS OF GOODWILL;
• LOSS OF BUSINESS;
• LOSS OF ANTICIPATED SAVINGS;
• LOSS OF DATA;
• BUSINESS INTERRUPTION;
• PROCUREMENT OF SUBSTITUTE SERVICES.

WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, CLARARX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO CLARARX DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN THOSE JURISDICTIONS, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

32. Indemnification

Customers agree to defend, indemnify, and hold harmless ClaraRx, its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any claims, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Customer's use of the Services;
• Customer Data;
• violation of these Terms;
• violation of applicable laws or regulations;
• infringement of third-party rights by Customer;
• negligent or wrongful acts of Customer;
• misuse of the Services.

ClaraRx reserves the right to assume exclusive control of the defense of any matter subject to indemnification.

33. Suspension of Services

ClaraRx may immediately suspend access to the Services if:

• payment obligations are overdue;
• continued access presents a security risk;
• unlawful activity is suspected;
• the Services are being misused;
• Customer violates these Terms;
• suspension is required by law or governmental order.

Where reasonably practicable, ClaraRx will provide notice before suspension.

34. Term and Termination

These Terms remain effective until terminated.

Customers may terminate their use of the Services by discontinuing use and, where applicable, providing notice in accordance with any Subscription Agreement.

ClaraRx may terminate or suspend access immediately if:

• Customer materially breaches these Terms;
• payment remains outstanding after applicable notice periods;
• fraudulent activity is detected;
• Customer engages in unlawful conduct;
• continued access threatens the security or stability of the Services.

Termination does not relieve Customers of obligations incurred before termination, including payment obligations.

35. Effect of Termination

Upon termination:

• all licenses granted under these Terms immediately terminate;
• Customer's right to access the Services ceases;
• Customer remains responsible for outstanding fees;
• ClaraRx may disable account access;
• Customer should export any desired Customer Data before termination, subject to applicable agreements and retention obligations.

Certain provisions survive termination, including:

• Confidentiality;
• Intellectual Property;
• Limitation of Liability;
• Indemnification;
• Governing Law;
• Dispute Resolution;
• Payment Obligations;
• Disclaimer of Warranties; and
• any provisions that by their nature are intended to survive.

36. Governing Law

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

37. Dispute Resolution

Before initiating formal legal proceedings, the parties agree to make a good-faith effort to resolve any dispute through negotiation.

If the dispute cannot be resolved within thirty (30) days, either party may pursue available legal remedies.

Unless otherwise required by applicable law or a separate written agreement, the exclusive venue for any legal action arising under these Terms shall be the state or federal courts located in the State of Delaware, and each party irrevocably submits to the jurisdiction of those courts.

Nothing in this section prevents either party from seeking temporary or permanent injunctive relief to protect its intellectual property, confidential information, or other proprietary rights.

38. Force Majeure

ClaraRx shall not be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to:

• natural disasters;
• acts of God;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• internet outages;
• cloud service failures;
• power failures;
• governmental actions;
• pandemics;
• cyberattacks affecting infrastructure;
• other unforeseen events beyond ClaraRx's reasonable control.

Performance shall be excused for the duration of the force majeure event.

39. Assignment

Customers may not assign or transfer these Terms or any rights under these Terms without ClaraRx's prior written consent.

ClaraRx may assign these Terms without restriction in connection with a merger, acquisition, corporate restructuring, sale of assets, or by operation of law.

40. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted to most closely reflect the original intent while remaining enforceable.

41. Waiver

Failure by ClaraRx to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by an authorized representative of ClaraRx.

42. Entire Agreement

These Terms, together with any applicable:

• Subscription Agreement;
• Master Services Agreement;
• Order Form;
• Business Associate Agreement;
• Privacy Policy;
• Data Processing Agreement; and
• other executed written agreements,

constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, representations, and understandings relating to the subject matter.

43. Changes to These Terms

ClaraRx may modify these Terms from time to time.

When material changes are made, ClaraRx will update the “Effective Date” at the top of these Terms and, where appropriate, provide notice through the Website, customer portal, or by email.

Continued use of the Services after the effective date of revised Terms constitutes acceptance of the updated Terms.

44. Contact Information

If you have any questions regarding these Terms, please contact us:

ClaraRx

Website: https://clararx.com

Email: support@envoylabs.net

Mailing Address:

105 Rosadi Cove, Georgetown, TX 78628

United States

45. Electronic Signatures

To the fullest extent permitted by applicable law, the parties agree that electronic signatures, electronic records, electronic communications, and electronic acceptance of these Terms shall have the same legal force and effect as manually executed signatures and paper records.

By accessing or using the Services, creating an account, clicking an “I Agree,” “Accept,” or similar button, executing an electronic order form, or otherwise electronically indicating acceptance, you acknowledge and agree that such actions constitute your legally binding acceptance of these Terms.

You further consent to receive agreements, notices, disclosures, invoices, policies, and other communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing.

Customers are responsible for maintaining a valid email address and ensuring that authorized representatives are able to receive electronic communications from ClaraRx. Failure to receive a communication due to an outdated or incorrect email address does not invalidate the effectiveness of such communication if it was sent to the last email address provided by the Customer.

46. Export Compliance

The Services may be subject to the export control and economic sanctions laws and regulations of the United States and other applicable jurisdictions.

Customer agrees not to use, access, export, re-export, transfer, release, or otherwise make available the Services, or any related software, technology, documentation, or technical data, in violation of any applicable export control or sanctions laws, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), or the U.S. Department of State.

Without limiting the foregoing, Customer represents and warrants that:

• Customer is not located in, organized under the laws of, or ordinarily resident in a country or territory that is subject to comprehensive U.S. sanctions or embargoes.
• Customer is not identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List, Entity List, or other applicable restricted party lists.
• Customer will not permit any authorized user to access or use the Services in violation of applicable export control or sanctions laws.
• Customer will not use the Services for any prohibited end use, including activities related to the development, production, or distribution of nuclear, chemical, biological, or missile technologies, where prohibited by applicable law.

Customer is solely responsible for complying with all applicable import, export, customs, sanctions, and trade compliance laws in connection with its use of the Services.

ClaraRx reserves the right to suspend or terminate access to the Services immediately if it reasonably believes that continued access may violate applicable export control or sanctions laws.

47. No Third-Party Beneficiaries

Except as expressly provided in these Terms, nothing in this Agreement is intended to confer any rights or remedies upon any person or entity other than the parties to these Terms.

48. Headings

Section headings are provided solely for convenience and shall not affect the interpretation of these Terms.