APALY HEALTH INC.

These Terms of Use (these "Terms") are a binding legal agreement between you and Apaly Health Inc. ("Apaly Health," "we," "us," or "our"), a Delaware corporation operating the ApalyRx prescription benefit platform at apalyrx.net (the "Platform"). These Terms are effective as of the date and time you check the acceptance box and click "Accept" at enrollment. ApalyRx LLC, a Texas Class G centralized prescription processing pharmacy (NPI 1912873969) and wholly owned subsidiary of Apaly Health Inc., performs prescription routing and transfer functions within the Platform as described herein. References to "we," "us," and "our" include ApalyRx LLC in its licensed pharmacy capacity.

1. Introduction

1.1 Binding Agreement. By accepting these Terms, you confirm that you agree to be bound by them and all incorporated documents. If you do not agree, you must not access or use the Platform. If you are accessing the Platform through your employer's health plan, your employer is subject to a separate Program Administration Agreement ("PAA") with Apaly Health Inc. If there is a conflict between the PAA and these Terms, the PAA governs.

1.2 Legal Center Incorporation. By accepting these Terms, you also accept the documents comprising the ApalyRx Legal Center at apalyrx.com/legal, including the HIPAA Authorization, Patient Consent and Acknowledgment, TCPA Communications Consent, ApalyRx LLC Pharmacy Services Terms, Manufacturer Program Participation Terms, and Dispensing Pharmacy Partner Terms applicable to your prescription. All such documents are incorporated into these Terms by reference. The specific manufacturer program terms and dispensing pharmacy partner terms that apply to you depend on which medications are covered under your health plan's program configuration and which dispensing pharmacy fulfills your prescription. The Legal Center is updated from time to time. Your continued use of the Platform following any update constitutes acceptance of the updated documents.

1.3 Conflict Resolution. In the event of any conflict between these Terms and any Legal Center document, these Terms govern with respect to platform access and general terms. Legal Center documents govern with respect to the specific authorizations, consents, and program requirements they address. In all cases, applicable law, including HIPAA, governs with respect to Protected Health Information.

1.4 Changes to These Terms. Apaly Health may update these Terms from time to time by updating the date at the top. Your continued use of the Platform confirms acceptance of changes. If you do not agree to amended Terms, you must stop using the Platform.

2. Important Notices

3. Definitions

"Apaly Health" means Apaly Health Inc., a Delaware corporation, and the operator of the Platform.

"ApalyRx LLC" means ApalyRx LLC, a Texas Class G centralized prescription processing pharmacy (NPI 1912873969) and wholly owned subsidiary of Apaly Health Inc.

"Dispensing Pharmacy" means a state-licensed pharmacy designated to fulfill your prescription under the Program. Current Dispensing Pharmacy partners are listed at apalyrx.com/legal.

"Eligible Plan" means an employer-sponsored health plan that has contracted with Apaly Health Inc. to provide Program access for its members.

"Government Program" means Medicare, Medicaid, TRICARE, the 340B program, Veterans Administration Federal Supply Schedule, Qualified Retiree Prescription Drug Plan, Employer Group Waiver Plan, Health Care Exchange, or any other federal or state health care program, entitlement program, or public assistance program.

"Included Medications" means the prescription medications covered under the Program as designated by your health plan. Controlled substances (Schedules II through V) are expressly excluded.

"Legal Center" means the collection of program documents at apalyrx.com/legal, incorporated into these Terms by reference.

"Participating Manufacturer" means a pharmaceutical manufacturer that has contracted with Apaly Health Inc. to make products available at manufacturer-direct pricing through the Program. Current Participating Manufacturers and their applicable member terms are listed at apalyrx.com/legal.

"PHI" or "Protected Health Information" has the meaning set forth at 45 C.F.R. Section 160.103.

"Platform" means the ApalyRx prescription benefit platform operated by Apaly Health Inc. at apalyrx.net and associated applications and services.

"Program" means the ApalyRx prescription benefit program through which Apaly Health Inc. provides prescription routing, benefit administration, cost share management, and related administrative services on behalf of your Eligible Plan.

"User Information" means any information you provide, publish, or post to or through the Platform, excluding any information that constitutes Protected Health Information under HIPAA.

4. Program Description and Roles

4.1 Apaly Health as Program Administrator. Apaly Health serves as a program administrator and administrative services provider to your employer's health plan. In this capacity, Apaly Health performs prescription routing, eligibility verification, benefit administration, cost share collection, Dispensing Pharmacy coordination, and related administrative functions. Apaly Health does not adjudicate benefits or make coverage or medical necessity determinations, which remain solely with your health plan and its designated third-party administrator.

4.2 ApalyRx LLC Pharmacy Role. ApalyRx LLC operates as a licensed Texas Class G non-dispensing pharmacy within the Platform. ApalyRx LLC receives prescriptions transmitted electronically from your prescribing provider and transfers those prescriptions to the designated Dispensing Pharmacy for fulfillment. ApalyRx LLC does not dispense medication directly to patients, does not take title to or custody of prescription drug products, and does not perform pharmacist verification or clinical services.

4.3 Dispensing Pharmacies. All dispensing is performed solely by the Dispensing Pharmacy to which your prescription is transferred. The Dispensing Pharmacy is the pharmacy of record and retains sole professional responsibility for all dispensing obligations required by applicable law. Dispensing Pharmacies are independent entities and are not agents or employees of Apaly Health or ApalyRx LLC.

4.4 Prescription Routing Process. When a prescription for an Included Medication is transmitted to ApalyRx LLC, Apaly Health will verify your eligibility, identify the applicable program channel, notify you via SMS of your options and applicable cost share, collect your cost share payment, and coordinate transfer of your prescription to the designated Dispensing Pharmacy for direct shipment to you. Automatic refills are not permitted. Each dispense requires a new patient request.

4.5 No Controlled Substances. The Program expressly excludes all prescriptions for Controlled Substances (Schedules II through V). If a controlled substance prescription is inadvertently received, it will be transferred to a pharmacy of your choice and will not be processed through the Program.

4.6 Clinical Independence. Apaly Health and ApalyRx LLC do not and will not influence or interfere with the clinical judgment of any prescribing provider. All decisions about your medical care are made solely by your provider.

5. Universal Eligibility Rules

5.1 Eligible Plan Requirement. To access manufacturer-direct pricing through the Program, you must be a member of an Eligible Plan.

5.2 Government Program Exclusion. You are not eligible to participate in manufacturer-direct pricing programs through the Platform if you are a primary or secondary beneficiary of any Government Program. By enrolling and using the Program, you represent and warrant that you are not a beneficiary of any Government Program. If you become a Government Program beneficiary, you must notify Apaly Health and stop using the Program for affected medications.

5.3 Own Use. Included Medications dispensed through the Program are for your own lawful personal use only. You may not distribute, share, sell, or provide Program-dispensed medications to any other person.

5.4 United States Only. The Program is available only to members residing in the fifty states of the United States, the District of Columbia, Puerto Rico, and applicable U.S. territories where the Dispensing Pharmacy is licensed.

5.5 Manufacturer-Specific Requirements. Certain Participating Manufacturers impose additional eligibility and program requirements that apply to members who access their products through the Program. Those requirements are set forth in the Manufacturer Program Participation Terms at apalyrx.com/legal and are incorporated into these Terms.

5.6 Pharmacy Partner Requirements. Certain Dispensing Pharmacy partners impose specific consent and acknowledgment requirements that apply to members whose prescriptions are routed to those pharmacies. Those requirements are set forth in the Dispensing Pharmacy Partner Terms at apalyrx.com/legal and are incorporated into these Terms.

6. Authorizations and Consents

6.1 Legal Center Documents. The authorizations and consents required for your participation in the Program, including your HIPAA Authorization, Patient Consent and Acknowledgment, and TCPA Communications Consent, are set forth in the Legal Center at apalyrx.com/legal and are incorporated into these Terms by reference. By accepting these Terms, you are accepting all such documents.

6.2 HIPAA Authorization Summary. The Legal Center contains a HIPAA Authorization under 45 C.F.R. Section 164.508 that covers the use and disclosure of your Protected Health Information for program administration, prescription routing, Dispensing Pharmacy coordination, and manufacturer program participation. The full authorization, including a description of who may receive your information, the purpose of disclosure, expiration, and your right to revoke, is set forth in the HIPAA Authorization document at apalyrx.com/legal.

6.3 Patient Consent Summary. The Legal Center contains a Patient Consent and Acknowledgment covering your consent to prescription routing, pharmacy selection, government program acknowledgments, and cost share. The full consent is at apalyrx.com/legal.

6.4 TCPA Consent Summary. The Legal Center contains a TCPA Communications Consent covering your express written consent to receive automated calls, voice messages, and text messages from Apaly Health, ApalyRx LLC, and their partners. The full consent is at apalyrx.com/legal.

6.5 Revocation. You may revoke your HIPAA Authorization at any time by contacting Apaly Health at privacy@apalyrx.com or by mail at Apaly Health Inc., 802 E. Whiting, Tampa, Florida 33602. Revocation does not affect actions taken before receipt of your revocation. Revocation will result in your removal from manufacturer-direct pricing programs and transfer of your prescriptions to standard pharmacy channels. Your ability to obtain prescriptions through standard channels is not affected by revocation.

7. User Information, Privacy, and Security

7.1 User Information License. You must provide and maintain accurate, current, and complete User Information on the Platform. You grant Apaly Health a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, copy, perform, display, and distribute User Information and to prepare derivative works therefrom, in any media now known or hereafter developed. This license does not apply to PHI. PHI is governed by the HIPAA Authorization in the Legal Center and applicable law. No license to PHI is granted under this Section 7.

7.2 Privacy Policy. Apaly Health's collection, use, and disclosure of Personal Information is governed by the Privacy Policy at apalyrx.com/legal. Collection and use of PHI is governed by the HIPAA Authorization and applicable law.

7.3 Security. Apaly Health protects personal information with reasonable physical, electronic, and procedural safeguards. No security measures are guaranteed to be completely effective. You transmit information to us at your own risk.

7.4 Ratings and Feedback. You agree not to include PHI in any ratings or feedback submitted through the Platform. Any PHI inadvertently included in ratings or feedback is governed by the HIPAA Authorization and applicable law, not this Section 7.

8. Platform Access and Restrictions

8.1 License. Subject to these Terms, Apaly Health grants you a non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for managing your prescription benefit and participating in the Program.

8.2 Accounts. You must register for and maintain an active account to use the Platform. You are responsible for all activity under your account and must maintain the security of your credentials. Notify Apaly Health immediately if you believe your account has been compromised.

8.3 Restricted Activities. You shall not: impersonate any person or entity; violate any law or regulation; interfere with the Platform or its servers; infringe any third-party rights; transmit malicious code; reverse engineer any part of the Platform; rent, sell, or sublicense the Platform; scrape or data mine the Platform; or cause any third party to engage in any of the foregoing.

9. Fees and Payment

9.1 Cost Share. You may be required to pay a cost share amount for your Included Medications as determined by your health plan's benefit design. Apaly Health will notify you of your applicable cost share via SMS before your prescription is dispensed.

9.2 Payment Processor. Cost share payments are processed through Stripe, Inc. and its affiliates ("Stripe"). These services are subject to Stripe's terms at https://stripe.com/legal and Stripe's Privacy Policy at https://stripe.com/privacy (collectively, the "Stripe Agreements"). By using payment functions on the Platform, you agree to the Stripe Agreements.

9.3 Refunds and Appeals. Cost share refunds and benefit appeals are subject to your health plan's policies. Contact your employer or health plan administrator for information on the appeals process.

10. Term and Termination

10.1 Term. These Terms are effective upon your acceptance and continue until terminated by you or Apaly Health.

10.2 Termination by You. You may terminate these Terms at any time by ceasing to use the Platform. To revoke your HIPAA Authorization, follow the process in Section 6.5.

10.3 Termination by Apaly Health. Apaly Health may suspend or terminate your access at any time with or without notice and with or without cause.

10.4 Effect of Termination. Upon termination, you may no longer access the Platform. Prescriptions already in process at the time of termination will be completed or transferred to standard pharmacy channels. Sections 3, 6, 7, 11, 12, 13, and 14 survive termination.

11. Intellectual Property

11.1 Ownership. The Platform and all Platform IP are and remain the property of Apaly Health and its licensors. These Terms do not convey any rights in or to the Platform or Platform IP except for the limited license granted herein.

11.2 Feedback. Any ideas, suggestions, or feedback you submit to Apaly Health become Apaly Health's property without compensation to you.

12. Disclaimers

13. Limitation of Liability and Indemnity

13.2 Indemnity. You shall indemnify and hold the Apaly Group and its officers, directors, employees, and agents harmless from any claims, losses, liabilities, costs, damages, and expenses (including attorneys' fees) arising from: (i) your use or misuse of the Platform; (ii) your breach of these Terms or any incorporated Legal Center document; (iii) your violation of any third-party rights; or (iv) your misrepresentation of eligibility status, including any false representation that you are not a Government Program beneficiary.

14. Dispute Resolution; Arbitration; Class Action Waiver

14.1 Mandatory Arbitration. You and Apaly Health each agree that any dispute, claim, or controversy arising from or relating to these Terms or the Platform will be resolved solely by binding, individual arbitration and not in any class, representative, or consolidated action. The U.S. Federal Arbitration Act governs this section. Both parties waive the right to a trial by jury and to participate in a class action.

14.2 Exceptions. Either party may seek resolution in small claims court if the dispute qualifies. Apaly Health may seek injunctive or equitable relief in court to prevent infringement of intellectual property rights.

14.3 Arbitration Rules. Arbitration will be conducted by JAMS under its Comprehensive Arbitration Rules then in effect, available at https://www.jamsadr.com/. Hearings will take place in the county where Apaly Health is located unless otherwise agreed. The award shall be rendered within forty-five (45) days after the final hearing.

14.4 Class Action Waiver. You and Apaly Health may each bring claims only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding.

15. General

15.1 Entire Agreement. Together with all documents in the Legal Center at apalyrx.com/legal incorporated herein by reference, these Terms constitute the entire agreement between you and Apaly Health with respect to the Platform and supersede all prior agreements on this subject.

15.2 Choice of Law. These Terms are governed by the substantive laws of the State of Florida without regard to choice of law principles.

15.3 Assignment. Apaly Health may freely assign these Terms without your consent. You may not assign these Terms without Apaly Health's prior written consent.

15.4 Severability. If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in full force.

15.5 Notice. Apaly Health may provide notice via the Platform or by email to the address associated with your account. You may provide notice to Apaly Health Inc. at 802 E. Whiting, Tampa, Florida 33602 or privacy@apalyrx.com.

15.6 Waiver. Apaly Health's failure to enforce any provision does not constitute a waiver of that provision.

15.7 Independent Contractor. Nothing in these Terms creates any employment, partnership, joint venture, or agency relationship between you and Apaly Health.

15.8 State Pharmacy Compliance. ApalyRx LLC and Dispensing Pharmacies operate in compliance with state pharmacy laws applicable to the states in which prescriptions are fulfilled. Certain states may impose additional requirements that affect prescription routing options available to you.