Pharmacy Marketplace Terms of Service

Effective July 14, 2026 · Version 1.0

Provider: PEPTPlus LLC, a Wyoming limited liability company (“PEPTPlus,” “we,” “us,” or “our”)
Counterparty: the compounding pharmacy accepting these terms (“Pharmacy,” “you,” or “your”)
Effective Date: July 14, 2026, or the date you accept these terms or first access the Service, whichever is earlier

These Pharmacy Marketplace Terms of Service (the “Terms” or this “Agreement”) govern the Pharmacy’s access to and use of the PEPTPlus marketplace platform and related services. By clicking “I agree,” signing an Order Form referencing these Terms, or accessing or using the Service, the Pharmacy agrees to be bound by this Agreement.

1. Acceptance & Eligibility

1.1 Acceptance. By accessing or using the Service, you accept this Agreement on behalf of the Pharmacy. If you do not agree, do not access or use the Service.

1.2 Eligibility. The Service is available only to entities that are, and at all times during the term remain, (a) licensed compounding pharmacies in good standing; (b) duly licensed and registered with the applicable board of pharmacy in each U.S. state into which they dispense or ship; and (c) operating in compliance with all applicable federal and state pharmacy, compounding, and controlled-substance laws and regulations.

1.3 Authority to Bind. The individual accepting this Agreement represents and warrants that they are duly authorized to bind the Pharmacy and that all information provided during onboarding is accurate, current, and complete.

1.4 503A Patient-Specific Compounding Context. The Pharmacy acknowledges that the Service is designed to support patient-specific compounding pursuant to valid prescriptions under Section 503A of the Federal Food, Drug, and Cosmetic Act (“503A”) and applicable state law. The Pharmacy is solely responsible for determining the regulatory category under which it compounds and dispenses any product, and for ensuring that each fill complies with 503A, 503B (if applicable), and all applicable requirements. Nothing in this Agreement authorizes compounding or dispensing outside a valid prescriber-patient-pharmacy relationship where one is required by law.

1.5 Onboarding & Verification. The Pharmacy agrees to provide, and to keep current, all licensing, registration, insurance, ownership, accreditation, and identity-verification information PEPTPlus reasonably requests, and authorizes PEPTPlus to verify such information with relevant authorities and third parties.

2. Description of the Service

2.1 The Service. PEPTPlus operates a technology marketplace (the “Marketplace”) that connects participating compounding pharmacies with patients of healthcare providers, and provides order-routing, listing, fulfillment-coordination, payment-facilitation, and related technology services (collectively, the “Service”). Optional features are available under the Marketplace + API plan as described in Section 6.

2.2 PEPTPlus Is Technology / Facilitation Only. PEPTPlus is a technology and facilitation provider. PEPTPlus is NOT a pharmacy, is NOT a prescriber, is NOT a drug manufacturer, and is NOT a wholesale distributor. PEPTPlus does not compound, dispense, prescribe, store, handle, package, label, ship, or take title to any drug or compound. PEPTPlus does not practice pharmacy or medicine and does not exercise professional judgment over any prescription, fill, or clinical decision.

2.3 Pharmacy Is the Dispenser of Record. For every order routed to the Pharmacy and accepted by it, the Pharmacy is the dispenser of record and the seller of the compounded product. The Pharmacy bears sole professional, legal, and regulatory responsibility for the prescription, the compound, the fill, the label, the product, and its delivery to the patient.

2.4 Matching / Routing. PEPTPlus operates a neutral, rules-based matching engine that routes patient orders to eligible pharmacies based on objective criteria, subject to the Pharmacy’s state licensure, as described in Section 4. PEPTPlus does not steer orders for consideration and does not guarantee any volume of orders, listings, or revenue.

2.5 No Endorsement; No Clinical Recommendation. Listing, routing, or matching through the Service does not constitute an endorsement by PEPTPlus of any pharmacy, product, price, or clinical decision, and is not medical, pharmaceutical, or treatment advice.

3. Pharmacy Responsibilities

The Pharmacy is solely responsible, at its own expense, for the following, and represents and warrants ongoing compliance:

3.1 Licensure & Registration. Maintaining in good standing its resident pharmacy license, a valid pharmacy license/registration in each state into which it ships or dispenses (“ship-to state”), and any required nonresident/out-of-state pharmacy permits. The Pharmacy will not accept or fulfill any order for a ship-to state in which it is not currently licensed.

3.2 Controlled Substances. Maintaining a valid DEA registration and all applicable state controlled-substance registrations where applicable, and complying with all federal and state controlled-substance laws for any scheduled substance it handles.

3.3 Lawful Compounding. Compounding only substances that are FDA-eligible for compounding (including by reference to the applicable bulk drug substance lists, USP monographs, and applicable guidance), pursuant to valid prescriptions and a lawful prescriber-patient-pharmacy relationship, in compliance with 503A/503B and applicable state law. The Pharmacy will not compound copies of commercially available drug products except as permitted by law.

3.4 Accurate Listings & Pricing. Creating and maintaining listings that are accurate, complete, and not misleading, including product identity, strength, dosage form, indications/limitations as permitted, availability, and patient pricing. The Pharmacy is responsible for keeping listings and pricing current and for promptly removing or updating listings that become inaccurate or unavailable.

3.5 Batch / Lot Records & COA. Providing accurate batch/lot information and uploading a valid Certificate of Analysis (COA) and any other quality documentation required by PEPTPlus or by law for each applicable product/batch, and ensuring such documentation is authentic, complete, and traceable to the dispensed product.

3.6 Product Quality, Labeling, Storage & Shipping. Ensuring the quality, identity, strength, purity, sterility (where applicable), and stability of all products; proper labeling consistent with all legal requirements; compliant storage, handling, cold-chain (where applicable), packaging, and shipping; and lawful, timely fulfillment and dropshipping directly to the patient.

3.7 Adverse Events & Recalls. Maintaining and operating its own pharmacovigilance, complaint-handling, adverse-event reporting, and recall procedures; promptly initiating recalls and notifying PEPTPlus, patients, providers, and authorities as required by law; and cooperating with PEPTPlus to communicate recall or quality information to affected orders.

3.8 Regulatory Compliance Generally. Complying with all applicable laws, regulations, board rules, accreditation standards, and professional standards governing its operations, including FDA, DEA, state boards of pharmacy, controlled-substance, telehealth, advertising, consumer-protection, and privacy laws.

3.9 Insurance. Maintaining commercially reasonable professional liability, product liability, and general liability insurance in amounts not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, naming PEPTPlus as an additional insured where commercially available, and providing certificates upon request.

3.10 Personnel & Subcontractors. Ensuring its personnel, agents, carriers, and subcontractors comply with this Agreement and all applicable laws, and remaining responsible for their acts and omissions.

4. Listings, Pricing & Matching

4.1 Pharmacy Sets Prices. The Pharmacy sets its own patient prices for its listings in its sole discretion. PEPTPlus does not set, control, or require any particular patient price and does not take a percentage of any drug charge (see Section 5).

4.2 Neutral, Rules-Based Matching. The matching engine routes patient orders using neutral, objective, rules-based criteria — including product purity/quality(e.g., as evidenced by COA), price, and delivery (e.g., speed and reliability) — and is limited to ship-to states in which the Pharmacy is licensed. PEPTPlus may publish or update the general matching factors from time to time.

4.3 Masking / Pre-Fulfillment Anonymity. To preserve neutrality, a patient may not see the identity of the matched Pharmacy prior to fulfillment (or until such point as PEPTPlus designates), and the Pharmacy agrees to the masking of its identity within the Marketplace experience consistent with PEPTPlus’s design. Pharmacy identity will appear as required by law (e.g., on labeling and dispensing records).

4.4 No Gaming or Manipulation. The Pharmacy will not attempt to manipulate, reverse-engineer, or game the matching engine, listings, ratings, COA data, pricing signals, or routing, including through false or misleading listings, fabricated quality data, sham pricing, circumvention of masking, or coordinated conduct. PEPTPlus may suspend or remove listings that violate this Section.

4.5 Listing Removal. PEPTPlus may, in its reasonable discretion, decline, suspend, or remove any listing that it believes violates this Agreement, applicable law, or platform policies, or that presents a quality, safety, or compliance risk.

5. Fees, Payouts & Stripe Connect

5.1 Flat Subscription Fee. The Pharmacy pays a flat monthly subscription fee for the selected plan (Marketplace or Marketplace + API), as set forth in the applicable Order Form or pricing page. Subscription fees are billed monthly in advance and are non-refundable except as expressly stated or required by law.

5.2 $0 Per-Prescription Cut. PEPTPlus takes $0 per prescription.PEPTPlus does not take any percentage, markup, commission, or per-fill fee on the drug charge for any compounded product. The full drug charge paid by the patient is paid to the Pharmacy(less third-party payment-processing fees described below). PEPTPlus’s marketplace revenue is the flat subscription fee, plus — on the +API plan only — the API facilitation fee described in Section 6.

5.3 Payments via Stripe Connect. Patient payments for drug charges are processed and disbursed to the Pharmacy through Stripe Connect (or another processor PEPTPlus designates). The Pharmacy must onboard as a connected account, accept the applicable Stripe Connected Account Agreement and processor terms, and complete all required identity, business, and bank-account verification (KYC/KYB). The Pharmacy’s use of the processor is governed by the processor’s terms, and the Pharmacy is responsible for compliance with them.

5.4 Processing Fees. Payment-processing fees are deducted by the processor from the Pharmacy’s payouts.

5.5 Payout Timing. Drug-charge payouts are remitted to the Pharmacy on the processor’s standard schedule or as otherwise configured. PEPTPlus does not hold or control Pharmacy funds beyond what is necessary to facilitate processor disbursement, and does not guarantee payout timing, which is subject to the processor and to verification, risk, and reserve practices.

5.6 Taxes. The Pharmacy is solely responsible for determining, collecting, reporting, and remitting all applicable taxes (including sales, use, and excise taxes) on its sales, and for its own income and business taxes. Subscription and facilitation fees are exclusive of taxes, which the Pharmacy will pay where applicable.

5.7 Chargebacks & Refunds. The Pharmacy is solely responsible for patient refunds, returns, disputes, and chargebacks relating to its products and fills, including associated fees, reversals, and reserves imposed by the processor. PEPTPlus may offset or recover such amounts as permitted by the processor terms and this Agreement.

5.8 Subscription Changes; Non-Payment. PEPTPlus may change subscription fees prospectively upon 30 days’ notice. If subscription fees are not paid when due, PEPTPlus may suspend the Service and/or the Pharmacy’s listings after 30 days.

6. API Marketplace (Optional — Marketplace + API Plan)

6.1 Availability. The API Marketplace is available only to Pharmacies subscribed to the Marketplace + API plan. Through the API Marketplace, the Pharmacy may license active pharmaceutical ingredients (“APIs”) from certified laboratories for a monthly fee.

6.2 Facilitation & Fees. API licensing fees are processed via Stripe Connect, and PEPTPlus charges a platform/facilitation fee in connection with facilitating API licensing transactions (the “API Facilitation Fee”), as set forth in the Order Form or pricing page. The API Facilitation Fee is PEPTPlus revenue and is separate from, and in addition to, the flat subscription fee.

6.3 Governed by the Separate API Marketplace Participation Agreement. All API licensing through the API Marketplace is governed by the separate API Marketplace Participation Agreement, including its non-circumvention covenant, which the Pharmacy must accept to participate. In the event of a conflict regarding API licensing matters, the API Marketplace Participation Agreement controls. The Pharmacy remains responsible for verifying lab certification, API suitability, regulatory eligibility, and all compounding/quality requirements for any licensed API.

6.4 No Downgrade While Holding Active API Licenses. The Pharmacy may not downgrade off the Marketplace + API plan while it holds any active API license(s). The Pharmacy must first terminate or wind down all active API licenses in accordance with the API Marketplace Participation Agreement before downgrading.

6.5 Non-Circumvention. Without limiting the API Marketplace Participation Agreement, the Pharmacy will not use the Service to identify, contact, or transact with certified labs (or vice versa) outside the platform in a manner that circumvents the API Marketplace or its fees, except as expressly permitted by the API Marketplace Participation Agreement.

7. Compliance & Anti-Kickback Posture

7.1 Flat-Fee Model. PEPTPlus’s compensation from the Pharmacy is a flat subscription fee (and, on the +API plan, the API Facilitation Fee). PEPTPlus does not take a per-prescription cut and does not tie its compensation to the volume or value of any prescription, referral, or drug charge. The parties intend the fee structure to be consistent with applicable law.

7.2 No Improper Inducements. Neither party will offer, pay, solicit, or receive any improper remuneration to induce or reward the referral, prescribing, ordering, or dispensing of any product or service. The Pharmacy will not provide kickbacks, rebates, or inducements to providers, patients, or PEPTPlus in violation of applicable law.

7.3 Pharmacy Compliance Responsibility. The Pharmacy is solely responsible for its own compliance with all applicable healthcare laws, including the federal Anti-Kickback Statute, the Eliminating Kickbacks in Recovery Act, the Stark Law, the False Claims Act, the Federal Food, Drug, and Cosmetic Act, and analogous state laws, as applicable to its operations. Nothing in this Agreement is legal advice, and the parties should obtain independent legal and compliance review of the arrangement.

8. PHI / HIPAA

8.1 Separate BAA. To the extent PEPTPlus creates, receives, maintains, or transmits Protected Health Information (“PHI”) on the Pharmacy’s behalf, such activities are governed by a separate Business Associate Agreement (“BAA”)between the parties, which is incorporated by reference. In the event of a conflict regarding PHI, the BAA controls.

8.2 Compliance. Each party will comply with HIPAA, the HITECH Act, and applicable privacy and security laws with respect to PHI it handles. The Pharmacy is a covered entity (or business associate, as applicable) and remains responsible for its own HIPAA compliance.

8.3 Flow-Down. The Pharmacy will ensure that its subcontractors, carriers, and agents that handle PHI in connection with fulfillment are bound by obligations no less protective than those in the BAA and applicable law (e.g., appropriate business associate or confidentiality terms with shipping/fulfillment vendors).

9. Intellectual Property & Acceptable Use

9.1 Ownership. PEPTPlus and its licensors own all right, title, and interest in the Service, the Marketplace, the matching engine, software, APIs, documentation, and all related intellectual property. No rights are granted except the limited, revocable, non-exclusive, non-transferable right to access and use the Service per this Agreement.

9.2 Pharmacy Content. The Pharmacy retains ownership of its listings, COAs, and data it submits (“Pharmacy Content”) and grants PEPTPlus a non-exclusive, worldwide license to host, display, route, and process Pharmacy Content to operate and improve the Service. The Pharmacy represents it has all rights necessary to grant this license and that Pharmacy Content is accurate and lawful.

9.3 Acceptable Use. The Pharmacy will not, and will not permit others to: (a) circumvent, scrape, crawl, harvest, or bulk-extract data from the Service; (b) reverse-engineer, decompile, or attempt to derive the matching engine or source code; (c) circumvent masking, security, rate limits, or access controls; (d) interfere with or disrupt the Service; (e) use the Service to violate law or third-party rights; or (f) use the Service to solicit transactions off-platform in violation of Sections 4, 6, or this Section.

9.4 Feedback. PEPTPlus may freely use feedback or suggestions the Pharmacy provides, without obligation.

10. Disclaimers & Limitation of Liability

10.1 Disclaimer. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEPTPLUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PEPTPLUS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ANY ORDER VOLUME OR REVENUE, OR THE QUALITY, SAFETY, LEGALITY, OR REGULATORY STATUS OF ANY PRODUCT, COMPOUND, API, COA, OR FILL — ALL OF WHICH ARE THE RESPONSIBILITY OF THE PHARMACY (AND, FOR APIs, THE CERTIFIED LAB).

10.2 No Professional Advice. PEPTPlus does not provide pharmaceutical, medical, clinical, legal, tax, or regulatory advice through the Service.

10.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. PEPTPLUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE PHARMACY TO PEPTPLUS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.4 Exclusions. Some jurisdictions do not allow certain limitations; the above limitations apply to the extent permitted by law.

11. Indemnification

11.1 By the Pharmacy. The Pharmacy will defend, indemnify, and hold harmless PEPTPlus and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Pharmacy’s products, compounds, fills, labeling, storage, shipping, or recalls; (b) the Pharmacy’s prescriptions, dispensing, or practice of pharmacy; (c) the Pharmacy’s breach of this Agreement, the BAA, the API Marketplace Participation Agreement, or applicable law; (d) the Pharmacy’s listings, pricing, COAs, or batch/lot data; (e) injury to or claims by any patient, provider, or third party relating to the Pharmacy’s products or conduct; and (f) the Pharmacy’s taxes, refunds, or chargebacks.

11.2 By PEPTPlus. PEPTPlus will defend, indemnify, and hold harmless the Pharmacy from and against third-party claims that the Service, as provided by PEPTPlus and used in accordance with this Agreement, infringes such third party’s intellectual property rights.

11.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense (with counsel of its choice), and reasonably cooperate. No settlement imposing obligations on the indemnified party may be made without its consent.

12. Term, Suspension & Termination

12.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein or in the applicable Order Form.

12.2 Termination for Convenience. Either party may terminate for convenience on 30 days’ written notice, effective at the end of the then-current billing period, subject to Section 6.4 (no downgrade/termination while holding active API licenses without proper wind-down).

12.3 Termination for Cause. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within 30 days, or immediately if the Pharmacy loses any required license/registration, becomes the subject of a material regulatory action, or presents a patient-safety or compliance risk.

12.4 Suspension. PEPTPlus may suspend the Pharmacy’s access, listings, or routing immediately if PEPTPlus reasonably believes there is a risk to patient safety, legal/regulatory compliance, security, or the integrity of the Marketplace, or for non-payment after notice.

12.5 Effect on Listings. Upon suspension or termination, the Pharmacy’s listings will be deactivated and will no longer be eligible for matching.

12.6 Effect on In-Flight Orders. Orders already accepted by the Pharmacy must be fulfilled and dispensed in compliance with law, and the Pharmacy remains the dispenser of record for such orders; pending or unaccepted orders may be re-routed or cancelled. The Pharmacy remains responsible for all professional and legal obligations for any order it has accepted, including post-fulfillment obligations (e.g., recalls, recordkeeping, adverse-event reporting).

12.7 Active API Licenses. Termination does not relieve the Pharmacy of obligations under active API licenses, which are governed by, and must be wound down per, the API Marketplace Participation Agreement.

12.8 Survival. Sections 5 (accrued amounts), 7, 8, 9, 10, 11, 12.6–12.8, and 13, and any provisions that by their nature should survive, will survive termination.

13. Dispute Resolution, Governing Law & Miscellaneous

13.1 Governing Law. This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles.

13.2 Dispute Resolution. The parties will first attempt good-faith negotiation. Any unresolved dispute will then be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Maricopa County, Arizona, by one arbitrator, and the parties waive any right to bring or participate in a class or representative action. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in the state and federal courts located in Maricopa County, Arizona, which have exclusive jurisdiction and venue for such matters.

13.3 Changes to the Terms. PEPTPlus may update these Terms from time to time. PEPTPlus will provide notice of material changes (by posting updated Terms or by other reasonable means), and continued use of the Service after the effective date of changes constitutes acceptance. If the Pharmacy does not agree to a material change, its sole remedy is to terminate per Section 12.

13.4 Entire Agreement. This Agreement, together with the BAA, the API Marketplace Participation Agreement (for +API participants), and all applicable Order Forms and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings on the subject matter. In the event of conflict, the order of precedence is: the BAA (for PHI matters); the API Marketplace Participation Agreement (for API matters); the applicable Order Form; then these Terms.

13.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

13.6 Assignment. The Pharmacy may not assign this Agreement without PEPTPlus’s prior written consent, except to a successor in a merger or sale of substantially all assets, subject to continued eligibility. PEPTPlus may assign this Agreement to an affiliate or successor. Any prohibited assignment is void.

13.7 Notices. Notices must be in writing and sent to PEPTPlus LLC, 30 N Gould St STE N, Sheridan, WY 82801, Attn: Legal, or legal@pept.plus, and to the Pharmacy’s account/notice contact on file, and are deemed given upon delivery or email confirmation as specified.

13.8 Relationship of the Parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship. Neither party may bind the other.

13.9 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. (This does not excuse the Pharmacy’s patient-safety, recall, or regulatory obligations.)

13.10 Waiver; No Third-Party Beneficiaries. No waiver is effective unless in writing. Except as expressly stated, there are no third-party beneficiaries.

13.11 Counterparts / Electronic Acceptance. This Agreement may be accepted electronically and in counterparts, each of which is an original.

Acceptance

By accepting or by accessing or using the Service, the Pharmacy agrees to these Terms. This Agreement is accepted electronically by the Pharmacy’s authorized representative; PEPTPlus records the accepting user, pharmacy, and timestamp, and the effective date is the acceptance date recorded by PEPTPlus. The counterparty is PEPTPlus LLC.

PEPTPlus · PEPTPlus LLC · 30 N Gould St STE N, Sheridan, WY 82801 · legal@pept.plus