APALYRX TERMS OF USE

SUMMARY

These Terms of Use govern access to and use of the ApalyRx platform. They apply to everyone who uses the platform, and an Addendum for your specific role adds terms that apply only to you.

These Terms cover platform use only. They do not govern prescription products, pricing, fulfillment, or the commercial relationship between Apaly Health Inc. and any organization. Those matters are governed by separately signed agreements, and where a signed agreement addresses something, that agreement controls.

1. INTRODUCTION AND SCOPE

1.1 Who We Are

Apaly Health Inc. ("Apaly Health," "we," "us," or "our") is a Delaware corporation. ApalyRx is a service offered by Apaly Health, and the ApalyRx platform (the "Platform") is the technology through which that service is delivered. Apaly Health is the sole provider of the Platform and is the only Apaly party to these Terms.

1.2 What These Terms Cover

These Terms of Use (these "Terms") govern your access to and use of the Platform, including any portal, application, interface, application programming interface, data feed, report, or documentation made available through it.

These Terms are limited to Platform use. They do not address the selection, pricing, sourcing, dispensing, or delivery of any prescription product, the terms on which any organization participates in the ApalyRx program commercially, or any fee, payment, rebate, or other economic term.

1.3 Our Affiliates

The following affiliates of Apaly Health perform licensed functions in connection with the ApalyRx service. They are identified here so you understand how the service operates. Neither is a party to these Terms, and neither undertakes any obligation to you under these Terms.

ApalyRx LLC is a licensed pharmacy that performs centralized prescription processing. It receives and transfers prescriptions and performs only licensed pharmacy operations.

Apaly Benefits LLC is a licensed pharmacy benefit manager. It contracts with and pays pharmacies and performs only functions requiring a pharmacy benefit manager license.

You authorize Apaly Health to share information with these affiliates, and to receive information from them, as necessary to operate the Platform and deliver the ApalyRx service, subject to applicable law and to the privacy and HIPAA instruments described in Section 11.

1.4 Not Medical Advice; Not a Dispensing Pharmacy

Apaly Health is a technology company. Apaly Health does not practice medicine or pharmacy, does not provide medical advice, does not prescribe, and does not dispense prescription products. Clinical decisions are made by your prescriber. Dispensing is performed by licensed pharmacies. Nothing on the Platform is a substitute for professional medical judgment.

2. ACCEPTANCE AND WHO THESE TERMS APPLY TO

2.1 Acceptance

By creating an account, accessing the Platform, submitting a form that states these Terms apply, or otherwise using the Platform, you accept these Terms and the Addendum applicable to your role. If you do not accept these Terms, do not access or use the Platform.

2.2 Acceptance on Behalf of an Organization

If you access the Platform in connection with an organization, you accept these Terms on your own behalf and on behalf of that organization, and you represent that you have authority to bind it. In that case, "you" means both you individually and that organization.

2.3 Roles and Addenda

The Platform serves four categories of user. Each is governed by these Terms plus one Addendum:

Your Addendum forms part of these Terms. Where your Addendum conflicts with the body of these Terms, your Addendum controls. If you act in more than one role, each applicable Addendum governs your activity in that role.

The current Addenda are available at the ApalyRx Legal Center at https://www.apalyrx.com/legal.

2.4 Eligibility

You must be at least eighteen years old and capable of forming a binding contract to accept these Terms. Where a Member is a minor or otherwise lacks capacity, a parent, guardian, or authorized representative must accept on their behalf and is responsible for their use of the Platform.

3. DEFINITIONS

Addendum means a role-specific supplement to these Terms, as listed in Section 2.3.

Authorized User means an individual permitted by you to access the Platform under your account or on your behalf.

Confidential Information has the meaning given in Section 9.

De-Identified Data means data that does not identify an individual and provides no reasonable basis to identify an individual, determined in accordance with 45 C.F.R. Section 164.514(a) through (c) where the data is derived from protected health information.

Platform Data means data generated by the Platform, including assessment results, routing decisions and the records supporting them, audit and transaction logs, analytics, reports, and configuration data.

Signed Agreement means a written agreement signed by you and Apaly Health governing your commercial participation in the ApalyRx program, including any program administration agreement, pharmacy services agreement, manufacturer agreement, supplier agreement, or partner agreement.

Usage Data means technical and behavioral data about Platform use, including access times, features used, device and browser information, and performance and error data.

User Data means data you submit to or through the Platform.

4. RELATIONSHIP TO OTHER AGREEMENTS

4.1 Signed Agreements Control

If you have a Signed Agreement, that agreement controls over these Terms as to any subject it addresses. These Terms apply only to subjects your Signed Agreement does not address.

Nothing in these Terms modifies, limits, expands, or supersedes any term of a Signed Agreement, and no acceptance of these Terms constitutes an amendment to a Signed Agreement.

4.2 Confidentiality Operates by Subject Matter

Section 9 addresses Platform Confidential Information as defined there. Where a Signed Agreement contains confidentiality obligations covering commercial information, those obligations and Section 9 address different subject matter and both apply according to their terms.

4.3 HIPAA and Privacy Instruments

Where Apaly Health acts as a business associate of a group health plan, the applicable business associate agreement governs protected health information and controls over these Terms as to that information.

Any HIPAA authorization, communications consent, or similar instrument is a separate document requiring its own affirmative acceptance. Acceptance of these Terms is not acceptance of any such instrument, and no such instrument is incorporated into these Terms.

4.4 Order of Precedence

Where a conflict remains after the above:

1. An applicable business associate agreement, as to protected health information
2. A Signed Agreement, as to any subject it addresses
3. Your Addendum
4. The body of these Terms

5. ACCOUNTS AND ACCESS

5.1 Registration

Platform access may require an account. You agree to provide accurate and complete registration information and to keep it current.

5.2 Credentials

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. You will not share credentials or permit access by anyone other than an Authorized User. Notify us promptly at the address in Section 20 if you learn of any unauthorized access.

5.3 Authorized Users

You are responsible for your Authorized Users' compliance with these Terms and are liable for their acts and omissions as if they were your own. You will promptly remove access for any individual who no longer requires it.

5.4 Grant of Access

Subject to these Terms, Apaly Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for the purposes contemplated by your role. All rights not expressly granted are reserved.

6. ACCEPTABLE USE

You will not, and will not permit any person to:

1. Access the Platform other than through interfaces we provide, or exceed the access granted for your role
2. Reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying methodology of the Platform
3. Copy, modify, distribute, sell, lease, sublicense, or create derivative works from the Platform or any part of it
4. Use the Platform to build, train, or improve a competing product or service, or provide Platform access or output to a competitor for that purpose
5. Scrape, crawl, harvest, or extract data from the Platform other than through access we authorize
6. Probe, scan, or test the vulnerability of the Platform, or breach or circumvent any security or authentication measure
7. Introduce malicious code or interfere with the operation, integrity, or performance of the Platform
8. Access, use, or disclose data you are not authorized to access, including data relating to any individual other than yourself or those you are authorized to act for
9. Use the Platform in violation of applicable law, including laws governing health information, communications, and controlled substances
10. Submit information that is false, misleading, or fraudulent
11. Impersonate any person or misrepresent your affiliation with any person or organization
12. Remove, obscure, or alter any proprietary notice on the Platform or on anything obtained through it

7. DATA

7.1 Your Data

As between you and Apaly Health, you retain all rights in User Data you submit. You grant Apaly Health a non-exclusive, worldwide, royalty-free right to host, process, transmit, display, and otherwise use User Data as necessary to operate the Platform, provide the ApalyRx service, and meet legal and regulatory obligations.

You represent that you have the rights and permissions necessary to submit User Data and to grant this right.

7.2 Platform Data

Platform Data is owned by Apaly Health. Your Addendum and any Signed Agreement describe the Platform Data made available to you and the purposes for which you may use it.

7.3 Usage Data

Apaly Health may collect and use Usage Data to operate, secure, analyze, and improve the Platform.

7.4 De-Identified Data

Apaly Health may create De-Identified Data and may use and disclose it for any lawful purpose, including analytics, benchmarking, research, product development, and reporting. De-Identified Data is owned by Apaly Health. Apaly Health will not attempt to re-identify De-Identified Data except as permitted by law.

Where De-Identified Data is derived from protected health information, this Section applies only to the extent permitted by the applicable business associate agreement or other authority.

7.5 Feedback

If you provide suggestions, ideas, or feedback about the Platform, Apaly Health may use them without restriction, attribution, or compensation, and you grant Apaly Health a perpetual, irrevocable, worldwide, royalty-free license to do so.

7.6 Security

Apaly Health maintains administrative, physical, and technical safeguards designed to protect data on the Platform. No system is completely secure, and Apaly Health does not guarantee that the Platform will be free from unauthorized access.

8. INTELLECTUAL PROPERTY

The Platform, and all software, interfaces, designs, documentation, methodologies, algorithms, models, and content comprising or delivered through it, are owned by Apaly Health or its licensors and are protected by intellectual property law. These Terms grant no ownership interest.

"Apaly," "Apaly Health," "ApalyRx," and associated names and logos are marks of Apaly Health. You may not use them without prior written permission, except as your Addendum or a Signed Agreement expressly permits.

9. CONFIDENTIALITY

9.1 Platform Confidential Information

"Confidential Information" means non-public information about the Platform or the ApalyRx service that you access, receive, or observe through Platform use, including:

1. Implementation guides, onboarding materials, integration specifications, and technical documentation
2. Billing, submission, and settlement methodology, including how claims and invoices are constructed and transmitted
3. Assessment and routing logic, decision criteria, and the design of the systems that produce them
4. Interfaces, screens, workflows, data models, and reports not publicly available
5. Non-public product plans and roadmaps
6. Anything identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature

9.2 Obligations

You will hold Confidential Information in confidence, use it only for the purposes contemplated by your role, and not disclose it to any third party without prior written consent. You will protect it using at least the care you use for your own confidential information of similar importance, and in no event less than reasonable care. You will limit access to Authorized Users and personnel with a need to know who are bound by obligations no less protective than these.

9.3 Exclusions

These obligations do not apply to information that is or becomes public through no act of yours, was rightfully known to you without obligation of confidence before disclosure, is rightfully received from a third party without obligation of confidence, or is independently developed by you without use of or reference to Confidential Information.

9.4 Compelled Disclosure

You may disclose Confidential Information to the extent required by law or legal process, provided you give prompt notice where legally permitted and cooperate with any effort to seek protective treatment.

9.5 Duration and Remedies

These obligations survive termination and continue for as long as the information retains commercial value. You acknowledge that unauthorized disclosure would cause irreparable harm for which monetary damages would be inadequate, and that Apaly Health is entitled to seek injunctive relief in addition to any other remedy.

10. THIRD PARTIES

The Platform may connect to, exchange data with, or provide access to products, services, programs, or content of third parties, including manufacturers, dispensing pharmacies, and other suppliers. Apaly Health does not control third parties and is not responsible for their acts, omissions, products, services, or terms.

A third party may impose its own terms on your access to its program, products, or services. Those terms are between you and that third party. Where a third party's terms apply, they are available from that third party.

11. PRIVACY AND HEALTH INFORMATION

11.1 Privacy Policy

The ApalyRx Privacy Policy describes how Apaly Health collects, uses, and discloses personal information. It is available at the ApalyRx Legal Center and forms part of these Terms.

11.2 Health Information

Apaly Health handles protected health information in accordance with the Health Insurance Portability and Accountability Act and its implementing regulations. Where Apaly Health acts as a business associate of a group health plan, the applicable business associate agreement governs.

11.3 Separate Instruments

Certain uses and disclosures require a HIPAA authorization. Certain communications require your express consent. Each such instrument is presented separately, requires its own affirmative acceptance, and is not part of these Terms. Accepting these Terms does not give any authorization or consent, and declining any such instrument does not affect your acceptance of these Terms.

12. AVAILABILITY, CHANGES, AND SUSPENSION

12.1 Availability

Apaly Health will use commercially reasonable efforts to make the Platform available but does not guarantee uninterrupted or error-free operation. Scheduled maintenance, unscheduled maintenance, and outages may occur.

12.2 Changes to the Platform

Apaly Health may modify, add, or discontinue features of the Platform at any time.

12.3 Suspension

Apaly Health may suspend or restrict your access, in whole or in part, immediately and without notice, if we reasonably believe you have violated these Terms, your access presents a security or legal risk, or suspension is necessary to protect the Platform or its users. We will restore access when the circumstances giving rise to suspension are resolved.

13. TERM AND TERMINATION

13.1 Term

These Terms apply from your first access to the Platform and continue until terminated.

13.2 Termination by You

You may terminate at any time by ceasing use of the Platform and, where applicable, closing your account. Termination of these Terms does not terminate any Signed Agreement.

13.3 Termination by Apaly Health

Apaly Health may terminate these Terms or your access at any time, with or without cause, on notice. Where you have a Signed Agreement, termination of your Platform access does not terminate that agreement, and any consequences of losing Platform access are governed by that agreement.

13.4 Effect of Termination

On termination, your right to access the Platform ends immediately. You will cease use of, and on request return or destroy, all Confidential Information. Apaly Health may retain and continue to use Platform Data, Usage Data, and De-Identified Data, and will retain and dispose of other data in accordance with applicable law, the Privacy Policy, and any applicable business associate agreement.

13.5 Survival

Sections 1.3, 1.4, 3, 4, 6, 7, 8, 9, 10, 13.4, 13.5, 14, 15, 16, 17, and 19 survive termination.

14. DISCLAIMERS

15. LIMITATION OF LIABILITY

16. INDEMNIFICATION

You will indemnify, defend, and hold harmless Apaly Health and its officers, directors, employees, and agents from any claim, liability, damage, loss, or expense, including reasonable attorneys' fees, arising out of or relating to your breach of these Terms, your misuse of the Platform, your violation of applicable law, or your violation of the rights of any third party.

Where you have a Signed Agreement, the indemnification provisions of that agreement control as to any claim within its scope, and this Section applies only to claims that agreement does not address.

17. DISPUTE RESOLUTION AND ARBITRATION

17.1 Informal Resolution

Before initiating arbitration, you will send written notice of the dispute to the address in Section 20 describing the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute for sixty days after notice.

17.2 Agreement to Arbitrate

Any dispute arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by binding individual arbitration administered by JAMS under its applicable rules, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Questions of arbitrability, including the scope, enforceability, and formation of this Section, are for the arbitrator to decide.

17.3 Forum

For a Member, the arbitration will be conducted remotely by telephone or videoconference, on documents alone, or in the federal judicial district where the Member resides, at the Member's election. For all other users, the arbitration will be conducted in Wilmington, Delaware, or remotely at Apaly Health's election.

17.4 Class Action Waiver

The arbitrator may not consolidate claims or preside over any form of representative proceeding.

If this Section 17.4 is found unenforceable as to a particular claim, that claim will proceed in court and this Section 17 will not apply to it. The remainder of this Section 17 remains in effect as to all other claims.

17.5 Exceptions

Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

17.6 Jury Trial Waiver

17.7 Signed Agreements

Where a Signed Agreement contains a dispute resolution provision, that provision controls as to any dispute within its scope, and this Section applies only to disputes that agreement does not address.

18. CHANGES TO THESE TERMS

Apaly Health may modify these Terms and any Addendum at any time in its sole discretion.

We will post the modified Terms at the ApalyRx Legal Center with an updated "Last Updated" date. For changes we consider material, we will also provide notice by email to the address associated with your account, by notice within the Platform, or by another reasonable means, at least thirty days before the changes take effect.

Your continued access to or use of the Platform after the effective date constitutes your acceptance of the modified Terms. If you do not agree, you must stop using the Platform before the effective date and, where applicable, close your account.

This Section does not permit Apaly Health to modify any Signed Agreement.

19. GENERAL

19.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

19.2 Assignment. You may not assign these Terms or any right under them without our prior written consent. Apaly Health may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

19.3 Entire Agreement. These Terms, together with your Addendum and the Privacy Policy, are the entire agreement between you and Apaly Health regarding Platform use, and supersede all prior understandings on that subject. This Section does not affect any Signed Agreement.

19.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in effect.

19.5 No Waiver. No failure or delay in exercising any right operates as a waiver of it. A waiver is effective only if in writing.

19.6 Independent Contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Apaly Health.

19.7 No Third Party Beneficiaries. These Terms create no rights in any person other than you and Apaly Health.

19.8 Force Majeure. Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control.

19.9 Geographic Scope. The Platform is operated from and intended for use in the United States. Apaly Health makes no representation that the Platform is appropriate or available elsewhere.

19.10 Notices. Notices to you may be sent to the email address associated with your account or delivered through the Platform. Notices to Apaly Health must be sent to the address in Section 20.

19.11 Headings. Headings are for convenience only and do not affect interpretation.

20. CONTACT

Apaly Health Inc.
802 East Whiting
Tampa, Florida 33602

Legal: legal@apalyrx.com
Privacy: privacy@apalyrx.com
Support: support@apalyrx.com

ROLE ADDENDA

Each user is governed by these Terms plus one Addendum. Your Addendum forms part of these Terms.

• Addendum A: Members
• Addendum B: Employers and Plans
• Addendum C: Suppliers
• Addendum D: Partners