Terms of Service

For the purposes of this Master Subscription Agreement (“Agreement” or “Terms”):

• “NimbusWeave Rx” (“Company”, “we”, “us”, or “our”) refers to NimbusWeave Rx Inc., the provider of the cloud-based intake automation platform, pharmacist triage console, and PMS daemon integrations.
• “Subscriber” (“Pharmacy”, “you”, or “your”) refers to the legal pharmacy entity, licensed healthcare facility, or independent pharmacy business that executes an order form or creates an account to use the Service.
• “Service” or “Platform” means the NimbusWeave Rx software-as-a-service (SaaS) solution, including web-hosted intake forms, embeddable JavaScript wizards, pharmacist triage dashboards, notifications, and integration middleware.
• “Patient Data” or “ePHI” means Electronic Protected Health Information submitted by or on behalf of patients through the Service, governed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
• “Business Associate Agreement” (“BAA”) means the separate, legally binding agreement executed between Subscriber and Company governing the handling, protection, and disclosure of ePHI under HIPAA regulations.
• “Authorized User” means any owner, pharmacist admin, staff member, or technician authorized by Subscriber to access the Service under Subscriber’s account credentials.

Subject to the terms and conditions of this Agreement and timely payment of subscription fees, NimbusWeave Rx grants Subscriber a non-exclusive, non-transferable, non-sublicensable, worldwide right and license during the Subscription Term to:

• Access and utilize the pharmacist triage console and administrative portal;
• Deploy and embed NimbusWeave Rx intake forms and refill/transfer widgets on Subscriber’s official digital domains;
• Install and operate the desktop PMS synchronization bridge agent strictly on Subscriber’s on-premise dispensing workstations;
• Authorize pharmacy staff members to access the platform in accordance with assigned role permissions.

Subscriber and its Authorized Users shall not:

• Reverse engineer, decompile, disassemble, or derive source code from any portion of the Service;
• Circumvent, disable, or tamper with security boundaries, per-pharmacy cryptographic controls, or authentication mechanisms;
• Conduct automated vulnerability scanning, load testing, or penetration testing without prior express written consent from NimbusWeave Rx;
• Resell, sublicense, lease, time-share, or provide service-bureau access to the platform to any third party;
• Submit fraudulent, deceptive, or non-clinical data, or utilize the platform in violation of applicable federal, state, or local pharmacy regulations.

Subscriber maintains sole responsibility for configuring, provisioning, and maintaining its Authorized User accounts. Subscriber agrees to:

• Enforce strong, unique credentials and multi-factor authentication across all staff and administrative accounts;
• Promptly revoke credentials for departed, suspended, or re-assigned personnel;
• Promptly distribute generated one-time administrative passwords and require staff to update credentials upon initial login;
• Notify NimbusWeave Rx immediately upon discovering any unauthorized access, compromised session token, or security incident affecting Subscriber’s account.

Subscriber agrees to pay all applicable subscription fees as specified in the executed Order Form or online subscription checkout.

• Billing Cycle: Subscription fees are billed in advance on a monthly or annual basis, payable via automated credit card or ACH transfer.
• Payment Default: Undisputed overdue invoices past thirty (30) days may result in suspension of administrative access until paid in full.
• Taxes: All fees are exclusive of applicable federal, state, or municipal taxes, for which Subscriber retains liability.
• Fee Revisions: NimbusWeave Rx reserves the right to modify subscription pricing upon sixty (60) days prior written notice before renewal.

Term: This Agreement commences on the Effective Date and continues for the term specified in Subscriber’s subscription tier, automatically renewing unless cancelled with thirty (30) days written notice prior to term expiration.

Termination for Cause: Either party may terminate immediately if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of formal written notice.

Data Retrieval Upon Termination: Upon termination or expiration, Subscriber may request export of all stored intake queues and audit records within thirty (30) calendar days, following which NimbusWeave Rx shall securely purge or archive data in accordance with our HIPAA Business Associate Agreement obligations.

Each party agrees to safeguard the other party’s proprietary technical, commercial, and operational information with the same degree of care it exercises for its own confidential data, but no less than reasonable care.

HIPAA Primacy: In the event of any conflict between this Agreement and the executed Business Associate Agreement regarding the safeguarding, reporting, or disclosure of Protected Health Information (ePHI), the terms of the BAA shall control.

Platform Warranty: NimbusWeave Rx warrants that the Service will operate substantially in accordance with documentation under normal operational conditions. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS DELIVERED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR GOODWILL;
• TOTAL AGGREGATE LIABILITY OF NIMBUSWEAVE RX ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE STRICTLY CAPPED AT THE TOTAL AGGREGATE SUBSCRIPTION FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The foregoing limitations do not apply to breaches of confidentiality obligations, gross negligence, willful misconduct, or indemnification obligations under the executed BAA.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

The parties agree to attempt in good faith to resolve any dispute through informal executive escalation for thirty (30) days before initiating formal legal proceedings or binding arbitration.

We may update these Terms from time to time. Material revisions will be communicated to Subscriber’s designated Pharmacist Administrator via email or console notice at least thirty (30) days prior to taking effect.