Terms and Conditions

The following terms and conditions apply to your order and use of RxTROSPECT products.

Effective starting: 01 March 2024

RxTROSPECT Inc. is a company registered in the United States, mailing address 6864 Leeds Manor Rd. PO Box 4. Orlean. VA. 20128. These terms and conditions, and the Order Form, comprise the agreement pursuant to which Company provides the Product (defined below) to you ("Agreement").

"We", "us", "our" or “RxTROSPECT” refers to Company. "You" or "your" refers to the person who (or on whose behalf) an Order is placed and includes your legal successors and permitted assigns.

1. Order Forms: Order Forms shall only be binding when accepted by us. You shall not cancel or amend an Order Form unless we have given our prior written consent. We shall assume that any person who places an Order Form on your behalf can bind you legally. Written email correspondence, in lieu of an Order Form, shall be accepted at our discretion when it contains details that qualify and exhibit the contents of an Order Form. Should email correspondence not contain the required details of that exhibited in an Order Form, we will initiate administration to facilitate completion of an Order Form. All orders accepted by us, vide an Order Form or email correspondence, will be honored with an invoice for payment containing payment terms therein. The prevailing terms in this clause and subsequent clauses identifies an Order Form as referring to either acceptance of aforementioned email correspondence or the document set forth here:

a. RxTROSPECT Order Form

2. Ownership: The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights ("Intellectual Property Rights") relating to the Product belong to us, RxTROSPECT, or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.

3. Grant of License: We grant the users named in the Order Form a non exclusive, non transferable license to use the products described in the Order Form (“Product”). You warrant that users named in the Order Form shall only use the Product for your business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further warrant that users named in the Order Form shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purposes.

4. License: Unless stated otherwise on the Order Form, the Product is licensed to users named in the Order Form on a single user basis. Only licensed users may use the product as outlined in this agreement. Licensed users will receive user login credentials to access RxTROSPECT Products. These credentials are granted to individual, named persons and may not be shared. You will ensure that all licensed users keep these credentials strictly confidential. Subscriptions to RxTROSPECT Products may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single RxTROSPECT Product subscription between multiple users. Additional user licenses may be purchased by you at our prevailing standard list prices for single users or by the purchase of an extended team license. You warrant that you will use appropriate controls to ensure that the license is not breached by you or by other users and agree that any breach may cause us irreparable harm. You agree we have the right to charge additional fees for unauthorized usage in line with our standard list prices. This clause survives termination of the Agreement. Prevailing standard list prices are set forth upon request for a quote via email to theteam@rxtrospect.com.

5. Fees and Payment Terms: We shall invoice you for fees payable by you to us under this Agreement ("Fees") upon our acceptance of an Order Form. Unless indicated otherwise you will pay all invoices on or prior to the invoice due date. We may issue the invoice in print and/or electronic form. Unless expressly provided the fees exclude any sales, use, excise, or other applicable taxes. You will pay or reimburse us for any such taxes for which either party may become held responsible for. In addition you agree that all sales are final and that you may not request a refund. We reserve the right, for any reason whatsoever, to withhold delivery of the Product to you until payment has been received in full.

6. Cancellation Fee: In the case of multi-year contract subscription periods, a customer’s cancellation will result in a fee equal to the accrued annual discount value that the customer has accepted during the multi-year contract subscription period. This amount is detailed on the customer quote and subsequent invoices, listed specifically as line-item “Multi-year subscription pricing adjustment”. The total cancellation fee will be invoiced with 90-day notice for payment.

7. Warranties: We shall use best endeavors to ensure the Product is provided to you in accordance with any specifications set out in the Order Form and accepted by us. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee. As such, we can accept no liability whatsoever for actions taken based on any information that may subsequently prove to be incorrect. Except as expressly set out in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability and use of the Product and acknowledge that except as stated above we do not provide any additional warranties or guarantees relating to the Product. This clause survives termination of the Agreement.

8. Indemnification: We and You (“Both Parties”) will, to the extent permitted by law, indemnify, defend and hold harmless the other party from and against any and all claims, demands, complaints, or actions of third parties (including employees of the parties) arising from or relating to this agreement, including personal injury, death and property damage to the extent caused or arising out of the violation of law, gross negligence, fraud, willful misconduct or breach of this agreement. In the event that both parties are at fault they will indemnify each other in proportion to their relative negligence. In addition we will indemnify, defend and hold harmless, you from and against any and all claims, demands, complaints or actions of third parties (including employees of the parties) arising from or relating to this agreement brought against you alleging that the product infringe any patent, copyright, trademark, trade secret or other intellectual property right. Our obligations under this section are conditioned on you i) Promptly notifying us of any claim, ii) Granting us sole control over the defense and settlement of the action. iii) Reasonably cooperating with us in connection with such action at our expense, iv) Abetting no such claim, demand, complaint or action v) Neither modifying or using the product nor breaching this agreement in a manner for which no infringement would have occurred. If the product becomes or in our opinion is likely to become the subject of such a claim, then in lieu of the indemnity we may, at our expense, i) procure you the right to license using or receiving the product free of any such liability, ii) replace or modify in whole or part the product to make them non-infringing without degradation or iii) refund you a pro-rata portion of the fee.

9. Third-Party Agreements: The Product includes certain third-party software, services, data or applications that may require that you enter into separate agreements with third parties. We may also make available optional services, either directly or through integrations with the Product, provided by third parties. You will comply with and, upon request, execute, any agreements or acknowledgments that may be required for the use of such software or services, and hereby agree to comply with the terms of any license or other agreement relating to third-party products included in the Product or made accessible to you through the Product. Additionally, your use of the Product or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use, including those third-party terms set forth here:

a. Tableau Online Agreement

10. Limitation of liability: Neither party shall be liable under this agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall in respect of any one or more incidents not exceed the total fees received by us from you for the Product in the 12 months prior to the date the incident occurs. This clause shall survive termination of the Agreement.

11. Confidentiality: Neither party shall, except as required to perform our and / or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure ("Information").

This obligation shall not apply to Information:

a. the receiving party can prove was in its possession at the date it was received or obtained; or

b. the receiving party obtains from some person other than us, you or an Affiliate with good legal title thereto; or

c. comes into the public domain otherwise than through the default or negligence of the receiving party; or

d. is independently developed by or for the receiving party.

12. Solicitation. You agree that for a period of twelve (12) months immediately following the delivery of the products purchased, for any reason, whether with or without cause, you shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees, who were involved in the sale, marketing, support or production of the product used, to leave their employment, or attempt to solicit, induce, recruit, encourage or take away employees of the Company.

13. Force Majeure: We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labor dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.

14. Further Provisions: The Agreement constitutes the entire understanding between the parties relating to the Product and supersedes all previous agreements and understandings whether oral or written relating to the Product. In the event of any inconsistency between these terms and conditions and the Order, the Order shall prevail. The Agreement may only be varied in writing signed by an authorized representative of each party. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent. The Agreement does not confer any rights to or on any third party. The Agreement shall be governed by the laws of the U.S.