Terms of Service

DynomedRx Terms of Service & End User License Agreement

Version: 1.0 Draft

Effective Date: Pending Attorney Review

Website: https://dynomedrx.com

Contact: legal@dynomedrx.com / security@dynomedrx.com

Important: This draft is intended as a starting point for attorney review. It is not legal advice and should not be published or relied upon until reviewed and approved by a qualified attorney familiar with SaaS, pharmacy operations, HIPAA, PBM audit risk, and the laws of the state governing your business.

1. Parties, Acceptance, and Definitions

1.1 Parties

These Terms of Service and End User License Agreement (the "Terms") constitute a binding legal agreement between DynomedRx and its affiliated entities, owners, officers, directors, shareholders, employees, agents, contractors, and licensors, collectively referred to as "DynomedRx," "Company," "we," "us," or "our," and the individual or business entity accessing or using the Service, referred to as "User," "Client," "you," or "your."

1.2 Acceptance

You accept these Terms by: (a) clicking any "I Agree," "Accept," "Subscribe," "Create Account," or similar button; (b) completing registration; (c) accessing or using any part of the Service; (d) uploading, submitting, transmitting, or processing data through the Service; or (e) paying for a subscription or otherwise using the Service under an account.

If you accept these Terms on behalf of a pharmacy, company, corporation, limited liability company, partnership, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you may not access or use the Service.

1.3 Definitions

"Service" means the DynomedRx software platform, including its inventory audit tools, wholesaler invoice ingestion, claim and purchase reconciliation features, audit reporting tools, dashboards, reports, file upload features, APIs, websites, applications, documentation, and any related services or tools made available by DynomedRx.

"PBM" means any Pharmacy Benefit Manager, payer, plan sponsor, third-party administrator, audit vendor, network administrator, or related entity involved in pharmacy claim administration, audit, reimbursement, or network participation.

"PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended ("HIPAA").

"User Data" means all data, files, claims, invoices, purchase records, NDC data, prescription information, pharmacy records, documents, reports, and other content uploaded, submitted, transmitted, imported, processed, or otherwise made available by you or your Authorized Users through the Service.

"Confidential Information" means non-public technical, financial, business, operational, product, security, pricing, customer, pharmacy, or other confidential or proprietary information disclosed by either party.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, software, source code, object code, algorithms, workflows, databases, interfaces, designs, analytics methods, models, reports, templates, documentation, know-how, and related proprietary rights.

"Authorized User" means any employee, owner, contractor, consultant, agent, or other individual whom you permit to access the Service under your account or on your behalf.

"Output" means any report, flag, discrepancy alert, calculation, dashboard, export, recommendation, analysis, or other result generated by the Service.

2. License Grant and Restrictions

2.1 Limited License

Subject to your compliance with these Terms and timely payment of all applicable fees, DynomedRx grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal pharmacy business operations during the applicable subscription term.

2.2 Restrictions

You shall not, and shall not permit any Authorized User or third party to: sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercialize the Service; reverse engineer, decompile, disassemble, modify, copy, or attempt to derive the source code, structure, algorithms, logic, workflows, or trade secrets of the Service; copy, frame, mirror, scrape, or create derivative works based on the Service or any portion of it; use the Service to build, train, improve, benchmark, or support a competing or substantially similar product or service; remove, alter, or obscure any proprietary notices, labels, marks, or branding; use bots, scrapers, automated scripts, crawlers, or data mining tools to access or extract data from the Service; share login credentials or access the Service using another user's credentials; introduce viruses, malware, ransomware, spyware, or other harmful code; circumvent, disable, or interfere with security, authentication, authorization, rate-limiting, monitoring, or access-control features; upload data that you do not have the legal or contractual right to use; upload data in violation of HIPAA, PBM contracts, wholesaler agreements, state pharmacy law, federal law, or any other applicable legal or contractual obligation; use the Service in a manner that could damage, disable, overburden, impair, or interfere with the Service or any other user's use of the Service; use the Service to commit fraud, conceal fraud, misrepresent claim activity, or interfere with any PBM, payer, regulatory, or legal review; or use the Service for any purpose not expressly permitted by these Terms.

2.3 Reservation of Rights

DynomedRx and its licensors retain all right, title, and interest in and to the Service, including all Intellectual Property, improvements, updates, modifications, derivative works, and related materials. No rights are granted except as expressly stated in these Terms.

3. User Accounts and Responsibilities

3.1 Registration

You must provide accurate, complete, and current registration, billing, business, and contact information. You are responsible for maintaining the accuracy of that information throughout your subscription.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must promptly notify DynomedRx at security@dynomedrx.com of any unauthorized access, suspected compromise, or security incident involving your account.

DynomedRx is not responsible for loss, damage, disclosure, or unauthorized access resulting from your failure to safeguard credentials, manage Authorized Users, maintain secure devices, or follow reasonable security practices.

3.3 Authorized Users

You may permit Authorized Users to access the Service only for your internal business operations. You are responsible for ensuring that each Authorized User complies with these Terms. Any act or omission by an Authorized User will be deemed an act or omission by you.

3.4 Business Entity Responsibility

If you are a business entity, the entity is responsible for all obligations under these Terms. The individual accepting these Terms on behalf of the entity represents and warrants that they have authority to bind the entity.

4. Pharmacy Data Handling, Analytics Disclaimers, and Core Limitations

4.1 Critical Analytics Disclaimer

The Service is a pharmacy data analytics, inventory audit, wholesaler invoice comparison, and reporting tool designed to assist pharmacy professionals in identifying potential discrepancies, inconsistencies, documentation issues, inventory concerns, claim-to-purchase mismatches, and audit-risk indicators.

The Service is not a substitute for professional legal, financial, accounting, clinical, regulatory, billing, reimbursement, PBM contract, or pharmacy compliance advice.

Nothing in the Service constitutes an audit opinion, legal opinion, financial recommendation, clinical recommendation, regulatory certification, PBM contract interpretation, or professional determination of compliance. You must independently verify all Outputs before making any business, legal, financial, reimbursement, billing, operational, or compliance decision.

4.2 No Agency or Representation

DynomedRx is not a PBM, PSAO, payer, wholesaler, auditor, accountant, attorney, financial advisor, reimbursement consultant, clinical advisor, or regulatory consultant. DynomedRx does not negotiate with PBMs, payers, wholesalers, PSAOs, or regulators on your behalf; represent you in any audit, investigation, appeal, dispute, or regulatory proceeding; provide legal advice regarding PBM contracts, provider manuals, payer rules, audit findings, reimbursement, or network participation; certify that any claim, invoice, purchase record, report, or documentation is accurate, complete, compliant, or audit-ready; or make representations to third parties on your behalf.

4.3 NDC, Claim, and Purchase Reconciliation Limitations

The Service may compare billed NDCs, claim data, inventory records, wholesaler invoices, RxNorm mappings, purchase histories, and related records based on the data you provide or connect to the Service.

You acknowledge and agree that discrepancy alerts are generated algorithmically and may contain false positives or false negatives; a discrepancy flag does not constitute proof of fraud, waste, abuse, billing error, purchase shortage, inventory diversion, contractual breach, or wrongdoing by any party; the absence of a discrepancy flag does not mean a claim, prescription, purchase, invoice, or record will withstand PBM, payer, governmental, or regulatory review; NDC mappings, invoice matches, RxNorm relationships, units, package sizes, quantities, and calculations may be incomplete, outdated, incorrectly formatted, or affected by source-data limitations; wholesaler invoice formats, claim exports, pharmacy system exports, and third-party data feeds may change without notice and may affect Output accuracy; and DynomedRx assumes no responsibility for business, billing, reimbursement, audit, inventory, compliance, or legal decisions made based on Service Outputs.

4.4 No Audit Outcome Guarantee

DynomedRx does not represent, warrant, or guarantee that use of the Service will prevent, reduce, reverse, or resolve PBM audit findings; prevent or reduce clawbacks, chargebacks, DIR fees, GER fees, recoupments, claim reversals, or payment offsets; identify all audit risks, billing issues, inventory discrepancies, documentation gaps, or purchase shortfalls; satisfy any PBM, payer, PSAO, wholesaler, state board, DEA, CMS, Medicaid, Medicare, or regulatory requirement; prevent contract termination, network exclusion, credentialing issues, corrective action, fines, penalties, or legal claims; or result in any particular financial, operational, legal, compliance, reimbursement, or audit outcome.

4.5 PBM Contract and Provider Manual Compliance

You are solely responsible for ensuring that your use of the Service, and any actions taken based on Service Outputs, comply with all PBM network agreements, provider manuals, payer rules, wholesaler agreements, PSAO requirements, state pharmacy laws, federal laws, and applicable professional obligations.

DynomedRx is not liable for contract termination, network exclusion, audit findings, chargebacks, recoupments, payment denials, claim reversals, regulatory penalties, or any other consequence arising from your use of the Service or reliance on Outputs.

4.6 Regulatory Compliance

You are solely responsible for ensuring your pharmacy's compliance with all applicable federal, state, and local laws and regulations, including HIPAA, DEA requirements, state board of pharmacy rules, Medicare and Medicaid program requirements, fraud/waste/abuse laws, controlled substance laws, billing rules, record retention laws, and professional standards.

The Service should not be relied upon as a complete compliance management system.

4.7 Third-Party Data Sources and Integrations

The Service may ingest, process, or integrate data from pharmacy management systems, wholesaler portals, claim exports, clearinghouses, inventory systems, spreadsheets, user-uploaded files, or other third-party sources. DynomedRx does not warrant the accuracy, timeliness, completeness, formatting consistency, availability, or reliability of any third-party data source.

5. Data Privacy, Security, HIPAA, and Retention

5.1 HIPAA and Business Associate Agreement

If your use of the Service involves PHI, you represent and warrant that you are legally permitted to disclose such PHI to DynomedRx for the intended purpose; you have obtained all required consents, authorizations, notices, and permissions; you have executed a Business Associate Agreement ("BAA") with DynomedRx before uploading, transmitting, or processing PHI through the Service; and you will not upload PHI unless a BAA is in effect.

If no BAA is in effect, you must de-identify all data before upload in accordance with applicable HIPAA de-identification standards.

In the event of a conflict between these Terms and an executed BAA, the BAA controls with respect to PHI.

5.2 User Data Ownership

You retain ownership of your User Data. By uploading, submitting, transmitting, importing, or otherwise making User Data available through the Service, you grant DynomedRx a limited, non-exclusive, royalty-free license to host, process, transmit, display, transform, analyze, and use User Data solely as necessary to provide, secure, maintain, support, and improve the Service, subject to these Terms and any applicable BAA.

5.3 Data Retention and Deletion

DynomedRx may retain User Data only for the period necessary to provide the Service, comply with legal obligations, maintain security logs, troubleshoot issues, enforce these Terms, or as otherwise described in an applicable order form, privacy policy, BAA, or written agreement.

Unless otherwise stated in an applicable written agreement, User Data uploaded for audit-report generation may be deleted from active processing systems after seven (7) calendar days after report generation.

You are solely responsible for maintaining permanent records, original claim files, purchase invoices, audit documentation, prescription records, and backup copies outside of the Service. DynomedRx is not a system of record unless expressly agreed in writing.

5.4 Aggregated, Anonymized, and De-Identified Data

DynomedRx may collect and use aggregated, anonymized, or de-identified data derived from use of the Service for product improvement, analytics, benchmarking, research, security, performance monitoring, and business purposes, provided such data does not reasonably identify you, your pharmacy, your patients, or any individual.

5.5 Security Measures

DynomedRx will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect User Data. Such measures may include encryption in transit, encryption at rest, access controls, authentication controls, infrastructure monitoring, logging, backup controls, and secure hosting practices.

However, no internet-based service, electronic transmission, cloud environment, or storage system is completely secure. DynomedRx does not guarantee that unauthorized access, disclosure, loss, alteration, or misuse will never occur.

5.6 Security Incident Notification

In the event DynomedRx confirms a breach or security incident involving User Data, DynomedRx will notify affected users in accordance with applicable law and any applicable BAA. Notification of a security incident does not constitute an admission of fault, liability, or violation.

6. Intellectual Property Rights

6.1 DynomedRx Ownership

The Service, including all software, source code, object code, algorithms, workflows, formulas, databases, schemas, interfaces, dashboards, designs, reports, templates, analytics methods, documentation, trademarks, logos, trade dress, and all updates, modifications, and derivative works, is and will remain the exclusive property of DynomedRx and its licensors.

These Terms do not transfer ownership of the Service or any DynomedRx Intellectual Property to you.

6.2 Trademarks

"DynomedRx," "Dynomed," associated logos, product names, branding, and trade dress are trademarks or proprietary marks of DynomedRx. You may not use them without prior written permission.

6.3 Feedback

If you provide suggestions, ideas, enhancement requests, bug reports, comments, or other feedback regarding the Service ("Feedback"), you grant DynomedRx a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, modify, commercialize, and exploit such Feedback without restriction, attribution, or compensation.

6.4 Competitive Use Prohibition

You may not use the Service, documentation, reports, workflows, Outputs, screenshots, pricing, performance information, or any insights derived from the Service to develop, improve, train, support, benchmark, or commercialize a competing pharmacy analytics, inventory reconciliation, PBM audit, claims reconciliation, wholesaler invoice analysis, or similar product or service.

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DYNOMEDRX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, AVAILABILITY, AND ERROR-FREE OPERATION.

WITHOUT LIMITING THE FOREGOING, DYNOMEDRX DOES NOT WARRANT THAT: the Service will be uninterrupted, secure, timely, accurate, complete, or error-free; the Service will identify all discrepancies, audit risks, purchase gaps, billing concerns, or compliance issues; any Output will be accurate, complete, legally sufficient, contractually sufficient, clinically appropriate, or accepted by any PBM, payer, regulator, court, auditor, wholesaler, PSAO, or third party; any data source, integration, import, export, file parser, NDC mapping, RxNorm mapping, or report will remain accurate or compatible over time; use of the Service will prevent or reduce audit findings, chargebacks, recoupments, penalties, claim reversals, DIR fees, GER fees, network issues, or business losses; or the Service will meet your particular business, financial, operational, legal, reimbursement, or compliance needs.

No advice or information obtained from DynomedRx or through the Service creates any warranty not expressly stated in these Terms.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DYNOMEDRX OR ANY DYNOMEDRX PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, CLAIM DISALLOWANCES, PBM AUDIT LOSSES, CLAWBACKS, CHARGEBACKS, DIR FEES, GER FEES, RECOUPMENTS, NETWORK EXCLUSION, CONTRACT TERMINATION, REGULATORY FINES, PENALTIES, OR OTHER BUSINESS OR FINANCIAL LOSSES.

8.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF ALL DYNOMEDRX PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO DYNOMEDRX FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If you have paid no fees, DynomedRx's total liability shall not exceed one hundred dollars ($100).

8.3 Personal Liability Shield

No claim may be brought against any individual owner, officer, director, shareholder, employee, contractor, agent, or representative of DynomedRx in their personal or individual capacity. All claims must be brought solely against the applicable DynomedRx legal entity. By using the Service, you waive any right to pursue personal liability claims against any DynomedRx individual.

8.4 Basis of the Bargain

You acknowledge that the limitations in this Section reflect a reasonable allocation of risk and that DynomedRx would not provide the Service without these limitations.

9. Indemnification

9.1 User Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless DynomedRx and all DynomedRx Parties from and against any claims, demands, actions, losses, damages, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your breach of these Terms; your use or misuse of the Service; your violation of any law, regulation, PBM contract, payer rule, provider manual, wholesaler agreement, or third-party right; your violation of HIPAA or any privacy, security, or data protection obligation; User Data you upload, submit, transmit, or process through the Service; any allegation that User Data infringes, misappropriates, or violates third-party rights; your reliance on, or actions taken based on, Service Outputs without independent verification; any Authorized User's acts or omissions; your negligence, willful misconduct, fraud, misrepresentation, or illegal conduct; or any claim by a PBM, payer, PSAO, wholesaler, regulatory authority, patient, customer, employee, contractor, or third party arising from your use of the Service or Outputs.

9.2 Procedure

DynomedRx will provide reasonable notice of any indemnifiable claim and reasonable cooperation at your expense. You may not settle any claim in a manner that imposes liability, admission of wrongdoing, or obligation on DynomedRx without DynomedRx's prior written consent. DynomedRx may participate in the defense with counsel of its choice at its own expense.

10. Fees, Billing, and Payment

10.1 Fees

You agree to pay all fees applicable to your selected plan, subscription, order form, or written agreement. Fees are due in advance unless otherwise stated in writing.

10.2 No Refunds

Except as required by law or expressly stated in a written agreement, all fees are non-refundable, including prepaid subscription fees, setup fees, implementation fees, onboarding fees, and unused subscription periods.

10.3 Automatic Renewal

Subscriptions may renew automatically at the end of each billing period unless canceled in accordance with the applicable order form or cancellation policy. DynomedRx may provide renewal notices where required by law or as otherwise stated in writing.

10.4 Price Changes

DynomedRx may modify pricing upon reasonable prior notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the updated pricing.

10.5 Late Payments

Unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for reasonable collection costs, including attorneys' fees.

10.6 Taxes

Fees are exclusive of taxes, levies, duties, and governmental assessments. You are responsible for all applicable taxes other than taxes based on DynomedRx's net income.

11. Term and Termination

11.1 Term

These Terms begin when you first accept them, access the Service, create an account, upload data, or otherwise use the Service, and continue until terminated.

11.2 Termination by User

You may terminate your account by providing written notice to DynomedRx or by following the account cancellation process made available through the Service. Termination does not entitle you to a refund unless required by law or expressly stated in writing.

11.3 Suspension or Termination by DynomedRx

DynomedRx may suspend or terminate your access to the Service immediately, with or without notice, if you breach these Terms; fees are unpaid; your use poses a security, legal, operational, reputational, compliance, or financial risk; you submit fraudulent, unlawful, harmful, or unauthorized data; DynomedRx is required to do so by law, court order, regulator, or third-party platform provider; the Service is discontinued; or DynomedRx determines, in its reasonable discretion, that suspension or termination is necessary to protect the Service, other users, patients, third parties, or DynomedRx.

11.4 Effect of Termination

Upon termination: all licenses granted to you immediately cease; you must stop using the Service; amounts owed to DynomedRx become immediately due; DynomedRx may delete User Data in accordance with its retention practices, applicable law, and any applicable BAA; and you remain responsible for maintaining records and backups outside the Service.

11.5 Survival

Any provisions that by their nature should survive termination will survive, including provisions regarding ownership, restrictions, confidentiality, disclaimers, limitation of liability, indemnification, payment obligations, dispute resolution, and general legal terms.

12. Confidentiality

12.1 Mutual Obligations

Each party agrees to protect the other party's Confidential Information using at least reasonable care and to use such Confidential Information only to perform obligations or exercise rights under these Terms.

12.2 User Data

User Data will be treated as your Confidential Information, subject to DynomedRx's rights to process User Data to provide the Service, create aggregated/anonymized/de-identified data, comply with law, enforce these Terms, and fulfill obligations under any applicable BAA.

12.3 DynomedRx Confidential Information

The Service, source code, algorithms, workflows, product roadmap, pricing, security information, non-public documentation, analytics methods, report logic, and business information are DynomedRx Confidential Information. You may not disclose such information to any third party.

12.4 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law, regulation, subpoena, or court order, provided the receiving party gives prior notice where legally permitted.

13. Acceptable Use Policy

You may use the Service only for lawful pharmacy business operations consistent with these Terms. You may not upload or process PHI without an executed BAA where required; upload data you do not have permission to use; submit false, fraudulent, misleading, altered, or manipulated data; use the Service to conceal or facilitate fraud, waste, abuse, diversion, improper billing, or illegal conduct; interfere with PBM, payer, wholesaler, regulatory, audit, or legal proceedings; use the Service as the sole basis for statements to PBMs, payers, regulators, auditors, patients, or third parties without independent verification; attempt unauthorized access to systems, accounts, data, or networks; test, scan, probe, or attack the vulnerability of the Service without written authorization; overload, disrupt, or degrade the Service; violate any applicable law, regulation, professional rule, or contractual obligation; or use the Service for competitive intelligence or benchmarking against DynomedRx.

14. Service Availability, Support, and Modifications

14.1 Availability

The Service is provided without any guaranteed uptime, availability, or uninterrupted access unless expressly stated in a separate written service level agreement. DynomedRx may suspend access for maintenance, upgrades, security, emergency repairs, legal compliance, infrastructure issues, or other operational reasons.

14.2 Modifications

DynomedRx may modify, update, discontinue, replace, limit, or remove any feature, functionality, report, integration, parser, dashboard, or tool at any time. Feature changes do not entitle you to a refund unless expressly stated in a separate written agreement.

14.3 Support

Support services, if provided, are offered at DynomedRx's discretion and do not create any warranty regarding Service performance, availability, Outputs, compatibility, or results.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating formal proceedings, you agree to provide DynomedRx with written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days.

15.2 Binding Arbitration

Any dispute that cannot be resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator.

The arbitration shall take place in [Insert State/County], unless the parties agree otherwise. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You and DynomedRx each waive any right to bring or participate in any class action, class arbitration, collective action, consolidated action, private attorney general action, or representative proceeding. Each party may bring claims only in its individual capacity.

15.4 Jury Trial Waiver

To the fullest extent permitted by law, each party waives any right to a jury trial in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Service.

15.5 Equitable Relief

Either party may seek injunctive or equitable relief in court to prevent actual or threatened infringement, misappropriation, unauthorized access, breach of confidentiality, or misuse of Intellectual Property or Confidential Information.

15.6 Time Limit to Bring Claims

To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim accrues, or it is permanently barred.

16. General Legal Provisions

16.1 Governing Law

These Terms are governed by the laws of the State of [Insert Governing State], without regard to conflict-of-law rules. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in [Insert County/State].

16.2 Assignment

You may not assign or transfer these Terms or any rights or obligations without DynomedRx's prior written consent. DynomedRx may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of business operations.

16.3 Amendments

DynomedRx may modify these Terms by posting an updated version or providing notice through email, in-app notification, or the Service. Continued use of the Service after the effective date of updated Terms constitutes acceptance.

16.4 Severability

If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

16.5 Waiver

No failure or delay by DynomedRx to enforce any provision constitutes a waiver of that provision or any right.

16.6 Entire Agreement

These Terms, together with any Privacy Policy, BAA, order form, subscription agreement, or written addendum, constitute the entire agreement between the parties regarding the Service and supersede prior or contemporaneous agreements.

16.7 Force Majeure

DynomedRx is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government actions, utility failures, internet outages, cloud provider failures, cyberattacks, or infrastructure failures.

16.8 Notices

Notices to DynomedRx must be sent to legal@dynomedrx.com unless otherwise specified. Notices to you may be sent to the email address associated with your account or through the Service.

16.9 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create rights in any third party.

16.10 Electronic Acceptance

Electronic signatures, click-through acceptance, and electronic records are legally valid and binding.

16.11 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, fiduciary, or representative relationship.

16.12 Export Compliance

You represent that you are not located in a country subject to U.S. embargo and will not use, export, or re-export the Service in violation of U.S. export control laws.

17. Contact

For legal notices, security issues, or questions regarding these Terms, contact:

DynomedRx Legal

Email: legal@dynomedrx.com

Security: security@dynomedrx.com

Website: https://dynomedrx.com

18. Attorney Review Notice

This document is a draft prepared for business planning and attorney review. It should be reviewed and approved by a licensed attorney before publication or use. DynomedRx should also maintain a separate Privacy Policy and, if PHI will be processed, a HIPAA Business Associate Agreement.