Pharmacy Marketplace Terms of Service

Effective September 18, 2026 · Version 1.3

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: September 18, 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.

1.6 Exclusion, Debarment & Sanctions Screening. The Pharmacy represents, warrants, and covenants on a continuing basis that neither it nor any of its owners, officers, directors, managers, pharmacists-in-charge, employees, contractors, or agents is (a) excluded, suspended, or debarred from participation in any federal or state healthcare program (including as listed on the OIG List of Excluded Individuals/Entities or the GSA System for Award Management), (b) debarred or disqualified under Section 306 of the Federal Food, Drug, and Cosmetic Act, (c) subject to any sanction, consent decree, corporate integrity agreement, or pending enforcement action by FDA, DEA, OIG, DOJ, CMS, or any state board of pharmacy, or (d) convicted of any healthcare-, controlled-substance-, or fraud-related offense. The Pharmacy will screen all such persons against the applicable exclusion and debarment lists no less than monthly, will maintain records of such screening, and will notify PEPTPlus in writing within three (3) business days of any actual, threatened, or proposed change to the foregoing. Any breach of this Section is a material breach entitling PEPTPlus to suspend and to terminate immediately under Section 12.3.

1.7 No Reliance; Independent Professional Judgment. The Pharmacy acknowledges and agrees that (a) PEPTPlus has made no representation, warranty, guidance, or assurance of any kind regarding the legality, regulatory status, reimbursement status, or compliance posture of the Pharmacy, its operations, its products, its listings, or any fill; (b) the Pharmacy has conducted its own independent legal, regulatory, and compliance review of this Agreement and of its participation in the Marketplace with counsel of its own choosing; and (c) the Pharmacy is not relying, and will not rely, on PEPTPlus or on any statement, document, template, checklist, dashboard, or platform feature made available by PEPTPlus in determining whether any prescription, compound, listing, shipment, price, or transaction is lawful. All professional, clinical, and regulatory determinations are made solely by the Pharmacy in the exercise of its own independent professional judgment.

1.8 Continuing Accuracy; PEPTPlus May Rely. All information the Pharmacy provides during onboarding and thereafter constitutes a representation and warranty that is deemed repeated on each day the Pharmacy accepts an order. The Pharmacy will notify PEPTPlus in writing within three (3) business days of any change that renders any such information inaccurate or incomplete. PEPTPlus is entitled to rely conclusively on information the Pharmacy provides and has no duty to independently verify it; the Pharmacy will not assert any defense or claim premised on PEPTPlus’s failure to detect an inaccuracy.

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.

2.6 PEPTPlus Is Not a Seller, Manufacturer, or Distributor. At no time does PEPTPlus take title to, ownership of, possession of, custody of, or control over any drug, compound, active pharmaceutical ingredient, or other product. Title and risk of loss pass directly from the Pharmacy to the patient (or to the patient’s designated carrier) and never to or through PEPTPlus. The parties agree, and the Pharmacy will not assert or knowingly permit any third party to assert to the contrary, that PEPTPlus is not a “pharmacy,” “prescriber,” “practitioner,” “manufacturer,” “compounder,” “outsourcing facility,” “seller,” “supplier,” “distributor,” “wholesale distributor,” “third-party logistics provider,” “repackager,” or “dispenser” under the Federal Food, Drug, and Cosmetic Act, the Drug Supply Chain Security Act, the Controlled Substances Act, any state pharmacy or drug-distribution law, or any theory of products liability, strict liability, implied or express warranty, or negligence. The Pharmacy will not identify or describe PEPTPlus as the seller or source of any product in any listing, label, invoice, packing slip, advertisement, or communication with any patient, prescriber, payor, or authority.

2.7 No Control Over Prescribers, Patients, or Prescriptions. PEPTPlus does not employ, contract with, credential, supervise, direct, or control any prescriber or patient, and does not verify, validate, or accept responsibility for any prescription, or the existence or adequacy of any prescriber-patient relationship, including any relationship established through telehealth. Before dispensing any order, the Pharmacy will independently verify the validity of the prescription, and the existence of a lawful prescriber-patient-pharmacy relationship, and will refuse, reject, or return any order it cannot so verify or that in its professional judgment should not be filled. The Pharmacy’s acceptance of any order is an independent exercise of its own professional judgment, and the routing of an order through the Service is not, and may not be treated by the Pharmacy as, any indication that the order is valid, lawful, or appropriate to fill.

2.8 Third-Party Content Passed Through “As-Is.” Certificates of analysis, laboratory certifications, product descriptions, batch and lot data, prescriber and patient information, and other content transmitted through the Service originate with the Pharmacy, prescribers, patients, certified laboratories, or other third parties. PEPTPlus transmits and displays such content as-is, does not independently verify, audit, validate, or authenticate it, and assumes no responsibility for its accuracy, completeness, authenticity, or regulatory sufficiency. The Pharmacy is solely responsible for independently verifying any such content before relying on it.

2.9 No Duty to Monitor; Voluntary Action Creates No Duty. PEPTPlus has no obligation to monitor, screen, review, investigate, audit, or vet any pharmacy, prescriber, patient, laboratory, listing, product, prescription, certificate of analysis, or transaction. If PEPTPlus elects to do any of the foregoing, whether on one occasion or as a matter of practice, it does so voluntarily and for its own benefit, and such election does not (a) create any duty, standard of care, course of dealing, or undertaking owed to the Pharmacy or to any third party, (b) constitute an assumption of any of the Pharmacy’s obligations, or (c) give rise to any liability of PEPTPlus for the negligent, incomplete, or discontinued performance of such voluntary action, all of which the Pharmacy expressly waives on its own behalf and on behalf of its insurers.

2.10 Sponsored Provider Invitations. The Pharmacy may invite healthcare providers with whom it works to access the Service through a pharmacy-sponsored invitation (a “Sponsored Invitation”), including access under a no-fee provider tier that is limited to the Pharmacy’s own listings. The Pharmacy represents that it has a lawful, good-faith basis to invite each such provider and will not misrepresent PEPTPlus or the Service. Each invited provider is an independent user of the Service, and PEPTPlus owns and controls its own relationship with that provider. The Pharmacy agrees that PEPTPlus may contact, communicate with, and market to providers invited through a Sponsored Invitation, including to offer PEPTPlus subscriptions, plan upgrades, telehealth, access to the broader pharmacy network, and other PEPTPlus products and services, at any time and through any lawful means. A Sponsored Invitation grants the Pharmacy no exclusive right to any provider or to that provider’s prescriptions. If an invited provider elects a paid subscription, that provider may obtain access to the full Service, including the neutral matching engine and other participating pharmacies, and the Pharmacy acknowledges and agrees to the same. PEPTPlus’s communications with invited providers are made in its capacity as operator of the Service and are consistent with the flat-fee model described in Section 7.

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 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.

3.6 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.

3.7 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.

3.8 Insurance. Maintaining commercially reasonable professional liability, product liability, and general liability insurance in the amounts set forth below, and providing certificates upon request. The Pharmacy will maintain, at its sole expense, at all times during the term and for three (3) years thereafter, at minimum: (a) commercial general liability insurance including products and completed-operations coverage of not less than $1,000,000 per occurrence and $3,000,000 aggregate; (b) products liability insurance of not less than $2,000,000 per occurrence and $5,000,000 aggregate; (c) professional liability (pharmacist/druggist errors and omissions) insurance of not less than $2,000,000 per claim and aggregate; (d) cyber liability and privacy insurance of not less than $1,000,000; and (e) workers’ compensation and employer’s liability at statutory limits. All policies will be written on an occurrence basis (or, if claims-made, the Pharmacy will maintain continuous coverage or purchase extended reporting/tail coverage for not less than three (3) years after termination) with carriers rated A- VII or better by A.M. Best. With respect to the commercial general liability and products liability policies only, the Pharmacy will name PEPTPlus as an additional insured on a vendor-style or equivalent endorsement (for example, ISO form CG 20 15, CG 20 10, or CG 20 37, or any successor form), solely with respect to liability arising out of the Pharmacy’s products, operations, or completed operations; such coverage will be primary and non-contributory with respect to any insurance maintained by PEPTPlus; and the Pharmacy and its insurers will waive rights of subrogation against PEPTPlus under those policies. For the avoidance of doubt, no additional-insured status is required on the Pharmacy’s professional liability, cyber, or workers’ compensation policies, and the additional-insured status required above does not extend to liability arising from PEPTPlus’s own acts or omissions. If, after commercially reasonable efforts, the Pharmacy’s carrier declines to issue the endorsement described above, the Pharmacy will instead (i) provide a waiver of subrogation in favor of PEPTPlus on its general and products liability policies, and (ii) confirm in writing that those policies afford coverage for liability assumed under an “insured contract,” including the indemnification obligations in Section 11. The Pharmacy will deliver certificates of insurance, together with any additional-insured or waiver endorsements, upon execution and annually thereafter, and will give PEPTPlus at least thirty (30) days’ prior written notice of cancellation, non-renewal, or material reduction in coverage. These insurance requirements are a minimum condition of participation and do not limit, and are not a measure of, either party’s liability or indemnification obligations under this Agreement.

3.9 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.

3.10 Regulatory, Safety & Adverse Event Notification. The Pharmacy will notify PEPTPlus in writing within three (3) business days (or immediately in the case of any patient-safety event or recall) of: (a) any inspection observation (including FDA Form 483), warning letter, untitled letter, consent decree, cease-and-desist order, statement of charges, or other enforcement or disciplinary action by FDA, DEA, OIG, DOJ, CMS, any state board of pharmacy, or any other authority; (b) any suspension, revocation, restriction, probation, non-renewal, surrender, or lapse of any license, permit, registration, or accreditation; (c) any recall, market withdrawal, field correction, quarantine, or stock recovery; (d) any serious adverse event, patient injury, death, or product-quality complaint relating to any product dispensed through the Marketplace; (e) any subpoena, civil investigative demand, government investigation, or audit relating to its compounding, dispensing, or marketing activities; (f) any claim, demand, or lawsuit alleging product liability, professional negligence, or wrongful death; (g) any exclusion, debarment, or sanction described in Section 1.6; (h) any security incident or breach of unsecured PHI or personal information; and (i) any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or change of control. Notice under this Section is in addition to, and does not satisfy, any notice required under the BAA or applicable law.

3.11 Records, Audit & Cooperation. The Pharmacy will maintain complete and accurate records relating to each order routed through the Marketplace, including prescriptions, compounding and batch records, certificates of analysis, chain-of-custody and shipping records, labeling, complaint and adverse-event logs, and licensure documentation, for the longer of the period required by applicable law and seven (7) years following the applicable fill. Upon ten (10) days’ written notice (or immediately for cause or where required by an authority), the Pharmacy will provide PEPTPlus and its designated representatives, subject to reasonable confidentiality obligations, access to such records and to its facilities and personnel to verify compliance with this Agreement and applicable law, no more than twice per calendar year absent cause. The Pharmacy will cooperate fully, at its own expense, with PEPTPlus in connection with any regulatory inquiry, investigation, recall, audit, claim, or litigation relating to the Pharmacy’s products, fills, or conduct. PEPTPlus may disclose information concerning the Pharmacy and its transactions (i) as required by applicable law, subpoena, or court or regulatory order, (ii) as reasonably necessary to respond to an inquiry, investigation, or examination by a regulator or law-enforcement authority, and (iii) to its payment processors, insurers, auditors, and professional advisors under obligations of confidentiality, in each case providing the Pharmacy with prior written notice where legally permitted and disclosing only the information reasonably necessary.

3.12 Patient Complaints, Pharmacovigilance & Recall Costs. The Pharmacy is the sole point of professional and legal responsibility for all patient complaints, clinical inquiries, adverse events, and recalls relating to its products and fills. PEPTPlus may, but is not obligated to, forward complaints or inquiries it receives to the Pharmacy; the Pharmacy will acknowledge each within two (2) business days and will investigate, resolve, and report it as required by law. The Pharmacy bears one hundred percent (100%) of all costs of any recall, market withdrawal, or corrective action involving its products, including the costs of patient and prescriber notification, product retrieval and destruction, replacement, refunds, regulatory reporting, and PEPTPlus’s reasonable, documented out-of-pocket costs and reasonable internal costs (charged at cost, without markup) of platform notifications, order identification, and patient support, which PEPTPlus may invoice, withhold, or offset under Section 5.8.

3.13 Shipping, Carriers & Cold Chain. The Pharmacy is solely responsible for selecting, contracting with, instructing, and supervising all carriers, couriers, and logistics providers, for compliant packaging and cold-chain maintenance, and for all loss, damage, delay, temperature excursion, misdelivery, theft, or diversion in transit. All such carriers and providers are the Pharmacy’s subcontractors, and the Pharmacy is fully responsible for their acts and omissions as if they were its own.

3.14 Data Security; Account Credentials. The Pharmacy will implement and maintain administrative, physical, and technical safeguards that meet or exceed applicable law and prevailing industry standards, will safeguard all credentials issued to it, and is solely responsible for all activity occurring under its account, whether or not authorized. The Pharmacy will notify PEPTPlus within twenty-four (24) hours of any suspected compromise of its credentials or systems, and bears all costs arising from any security incident attributable to the Pharmacy, its personnel, its subcontractors, or its systems, including forensic investigation, individual and regulatory notification, call-center and credit-monitoring services, remediation, fines, penalties, and PEPTPlus’s reasonable response costs.

3.15 No Agency; Marks; No Endorsement. The Pharmacy will not hold itself out as an agent, partner, joint venturer, employee, affiliate, subsidiary, or representative of PEPTPlus, will not enter into any commitment on PEPTPlus’s behalf, and will not use PEPTPlus’s name, logos, trademarks, or trade dress, or state or imply that PEPTPlus endorses, approves, certifies, warrants, supervises, or is responsible for the Pharmacy or its products, without PEPTPlus’s prior written consent in each instance.

3.16 Advertising & Patient Communications. The Pharmacy is solely responsible for the content, legality, and substantiation of all of its listings, product claims, advertising, promotional materials, and patient and prescriber communications, including compliance with the Federal Food, Drug, and Cosmetic Act, FTC advertising rules and endorsement guides, the Telephone Consumer Protection Act, CAN-SPAM, and applicable state consumer-protection and telehealth laws. The Pharmacy will not make any claim regarding safety, efficacy, FDA approval or clearance, or clinical outcomes that is false, misleading, or unsubstantiated.

3.17 Compliance Program. The Pharmacy will maintain an effective compliance program appropriate to its size and risk profile, including written policies and procedures, a designated compliance officer, workforce training, monitoring and auditing, and a mechanism for reporting and remediating violations, and will make evidence of such program available to PEPTPlus upon request.

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.

4.6 No Guarantee; No Liability for Routing or Listing Decisions. PEPTPlus does not guarantee any listing placement, match rate, order volume, revenue, ranking, or continuity of service. PEPTPlus may modify, re-weight, suspend, or discontinue the matching engine, any matching criterion, any listing, or any feature at any time, and may re-route, decline, hold, or cancel any order, in each case in its discretion and without liability to the Pharmacy. The Pharmacy waives any claim against PEPTPlus for lost profits, lost revenue, lost business or opportunity, wasted expenditure, or damage to goodwill arising from any routing, matching, listing, ranking, delisting, suspension, pricing-display, or platform-design decision.

5. Fees, Payouts & Stripe Connect

5.1 Flat Subscription Fee; $0 Per-Prescription Cut. 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. 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.

5.2 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.

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

5.4 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.

5.5 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.

5.6 Chargebacks, Disputes & Refunds. The Pharmacy is solely responsible for patient refunds, returns, disputes, and chargebacks relating to its products and fills, including the disputed amounts and any associated processor fees, reversals, and reserves. Because patient drug charges are processed as platform-originated (destination) charges, a payment dispute is presented to the processor against PEPTPlus’s account. The Pharmacy will, promptly upon request and within the processor’s response deadline, provide all evidence and documentation reasonably needed to contest the dispute (including proof of shipment and delivery, product and compounding records, and relevant patient communications), and PEPTPlus will submit that response to the processor on the Pharmacy’s behalf. Pending resolution, PEPTPlus may debit, offset, reverse the related transfer, withhold from Pharmacy payouts, or apply a reserve for the disputed amount plus associated fees. If a dispute is resolved in the Pharmacy’s favor, PEPTPlus will remit or credit the recovered amount to the Pharmacy (net of any processor fees that are non-refundable). If a dispute is resolved against the Pharmacy, or the Pharmacy does not timely provide the requested evidence, the Pharmacy bears the loss, and PEPTPlus may recover the disputed amount and associated fees by offset, transfer reversal, charge to the Pharmacy’s payment method or bank account on file, or deduction from current or future payouts.

5.7 Subscription Changes; Non-Payment. PEPTPlus may change subscription fees prospectively as provided in Section 14.3(f). If subscription fees are not paid when due, PEPTPlus may suspend the Service and/or the Pharmacy’s listings after 30 days.

5.8 Set-Off, Withholding & Reserves. In addition to any other remedy, PEPTPlus may withhold, offset, recoup, or direct the payment processor to reserve any amounts otherwise payable to the Pharmacy, in an amount PEPTPlus reasonably determines necessary to satisfy: (a) fees, interest, or other amounts the Pharmacy owes PEPTPlus under this Agreement or any related agreement; (b) refunds, returns, disputes, chargebacks, reversals, and processor fees, fines, or losses attributable to the Pharmacy; (c) recall and corrective-action costs under Section 3.12; and (d) actual or reasonably anticipated claims, losses, or expenses subject to the Pharmacy’s indemnification obligations under Section 11. PEPTPlus will notify the Pharmacy in writing within three (3) business days of exercising this right, identifying the basis for and the amount of the withholding. Any amount withheld under clause (d) will be limited to PEPTPlus’s reasonable, good-faith estimate of the exposure, will not exceed the greater of $25,000 and the total drug-charge payouts remitted to the Pharmacy in the ninety (90) days preceding the withholding absent the Pharmacy’s consent or a court or arbitral order, and will be released promptly upon resolution of the underlying matter or upon the Pharmacy’s posting of alternative security reasonably acceptable to PEPTPlus. Any dispute over an amount withheld will first be escalated to senior representatives of each party for good-faith resolution. This right of set-off applies across all agreements between the parties and survives termination. The Pharmacy waives any claim against PEPTPlus arising from the good-faith exercise of this right and will pay any deficiency promptly on demand.

5.9 Late Payment; Collection Costs. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, from the due date until paid. The Pharmacy will reimburse PEPTPlus for all costs of collection and of enforcing this Agreement, including reasonable attorneys’ fees, expert fees, and court and arbitration costs.

5.10 PEPTPlus Is Not a Bank, Processor, or Fiduciary. PEPTPlus is not a bank, money transmitter, money services business, escrow agent, payment processor, or fiduciary, does not hold Pharmacy funds in trust, and has no obligation to advance, guarantee, insure, or make whole any payment. PEPTPlus is not liable for any act, omission, delay, error, hold, reserve, freeze, chargeback, account closure, insolvency, or failure of Stripe, any other payment processor, any bank, or any card network, or for any loss resulting therefrom, all of which are the Pharmacy’s risk.

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.

6.6 Certified Labs & APIs; No PEPTPlus Warranty or Responsibility. Certified laboratories are independent third parties and are not agents, subcontractors, or representatives of PEPTPlus. PEPTPlus does not manufacture, test, certify, license, handle, store, ship, or take title to any API; does not warrant the identity, purity, potency, quality, safety, regulatory eligibility, or fitness for any purpose of any API or of any certificate of analysis or certification relating to it; and is not responsible for the acts or omissions of any laboratory. The Pharmacy is solely responsible for qualifying each laboratory and API, for independently verifying all certificates and certifications, for confirming that each API is eligible for use in compounding under applicable law (including applicable bulk drug substance lists and USP monographs), and for all consequences of its use of any API. The Pharmacy’s indemnification obligations under Section 11 expressly extend to its selection, licensing, and use of any API and to its dealings with any laboratory.

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.

7.4 Regulatory Change; Right to Modify, Suspend, or Terminate. If PEPTPlus determines in good faith, or is advised by counsel or by any authority, that any aspect of the Marketplace, the fee structure, or the Pharmacy’s participation creates a material legal, regulatory, or reputational risk, PEPTPlus may modify the affected terms or features, restrict or suspend the Pharmacy’s participation, or terminate this Agreement, in each case immediately upon notice and without liability to the Pharmacy.

7.5 Pharmacy Compliance Representations. The Pharmacy represents and warrants, on a continuing basis, that (a) its patient pricing, marketing, and dispensing practices comply with applicable law; (b) it does not and will not pay, offer, solicit, or receive remuneration for referrals in violation of the federal Anti-Kickback Statute, EKRA, the Stark Law, or any state analog; (c) it does not bill any federal or state healthcare program for products dispensed through the Marketplace except in full compliance with applicable law; and (d) it has not been induced to enter into this Agreement by any representation of PEPTPlus regarding the volume or value of referrals, prescriptions, or revenue.

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).

8.4 Allocation of Security-Incident Costs. As between the parties, the Pharmacy bears all costs and liabilities arising from any security incident, unauthorized access, or impermissible use or disclosure of PHI or personal information caused by, or occurring within the systems, personnel, subcontractors, or carriers of, the Pharmacy, including investigation, individual and regulatory notification, call-center and credit-monitoring services, remediation, fines, penalties, and PEPTPlus’s reasonable costs, and will indemnify PEPTPlus for the same under Section 11.

8.5 No Transfer of Pharmacy Obligations. Nothing in this Agreement or in the BAA makes PEPTPlus a covered entity with respect to the Pharmacy’s operations or transfers to PEPTPlus any of the Pharmacy’s obligations under HIPAA, the HITECH Act, or any applicable privacy or security law, all of which remain the Pharmacy’s sole responsibility.

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 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.

9.5 Equitable Relief. The Pharmacy acknowledges that any breach of Section 4.4, Section 6.5, this Section 9, or Section 13 (Confidentiality) would cause PEPTPlus irreparable harm for which monetary damages would be an inadequate remedy, and that PEPTPlus is entitled to seek injunctive and other equitable relief in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages, in addition to all other available remedies.

9.6 Platform Data; De-Identified & Aggregated Data. As between the parties, PEPTPlus owns all data generated by the operation of the Service, including matching, routing, performance, transaction, and usage data, and may create and use de-identified and aggregated data (which does not identify the Pharmacy, any patient, or any prescriber) for any lawful purpose, including analytics, benchmarking, and improving the Service, during and after the term.

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). PEPTPLUS FURTHER DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, NEGLIGENCE, MISCONDUCT, INSOLVENCY, OR NON-PERFORMANCE OF ANY PHARMACY, PRESCRIBER, PATIENT, CERTIFIED LABORATORY, CARRIER, LOGISTICS PROVIDER, PAYMENT PROCESSOR, BANK, OR OTHER THIRD PARTY, AND FOR ANY CONTENT, DATA, CERTIFICATE OF ANALYSIS, PRESCRIPTION, OR INFORMATION SUPPLIED BY ANY OF THEM. PEPTPLUS MAKES NO WARRANTY THAT THE SERVICE, OR THE PHARMACY’S USE OF IT, WILL CAUSE THE PHARMACY TO BE OR REMAIN IN COMPLIANCE WITH ANY LAW, REGULATION, BOARD RULE, OR ACCREDITATION STANDARD, AND THE PHARMACY ASSUMES ALL RISK OF ITS OWN COMPLIANCE.

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. SUBJECT TO SECTION 10.5, EACH PARTY’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.

10.5 Carve-Outs from the Limitations (Mutual). Notwithstanding anything to the contrary, the limitations and exclusions in Sections 10.3 and 10.4, including both the monetary cap and the exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages and of lost profits, revenue, data, and goodwill, do not apply to, and will not limit in any respect: (a) either party’s defense, indemnification, and hold-harmless obligations under Section 11; (b) either party’s breach of Section 13 (Confidentiality); (c) either party’s breach of Section 9 (Intellectual Property & Acceptable Use), Section 4.4 (No Gaming or Manipulation), or Section 6.5 (Non-Circumvention); (d) either party’s gross negligence, willful misconduct, or fraud; (e) any amount owed by either party under this Agreement, including fees, interest, chargebacks, refunds, recall and corrective-action costs, processor losses, and set-off deficiencies; and (f) either party’s liability for death, bodily injury, or damage to tangible property caused by its products, personnel, or operations. For the avoidance of doubt, clause (a) means that a party’s obligation to indemnify the other against a third-party claim is not reduced or limited by the exclusion of consequential, exemplary, or punitive damages in Section 10.3, however the third-party claimant’s damages are characterized.

10.6 Assumption of Risk; Essential Basis of the Bargain. The Pharmacy knowingly and voluntarily assumes all risk arising from its own compounding, dispensing, labeling, shipping, and regulatory operations, including all professional, product, regulatory, transit, data-security, and payment risk arising from those operations. The allocation of risk in Sections 2, 3, 10, and 11 reflects the fees charged, is a material inducement to each party to enter into this Agreement, and is an essential basis of the bargain. These limitations apply to both parties regardless of the form of action, whether in contract, tort (including negligence and strict liability), warranty, statute, or otherwise, and will apply even if any limited remedy is found to have failed of its essential purpose.

10.7 Aggregate Cap; Multiple Claims. The cap in Section 10.3 applies to each party as an aggregate cap on all claims of every kind arising out of or relating to this Agreement and the Service. The existence of multiple claims, causes of action, orders, or Order Forms does not enlarge it. Amounts owed by one party to the other under this Agreement are excluded from, and are not credited against, the cap.

10.8 Limitations Period (Mutual). Any claim or cause of action either party may have arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the claim accrues, or it is permanently barred, to the fullest extent permitted by applicable law. This Section does not apply to claims for indemnification under Section 11 or to actions to collect amounts owed under this Agreement.

10.9 Beneficiaries of Disclaimers. The disclaimers, limitations, waivers, and exclusions in this Section 10 apply to each party and to its respective affiliates, officers, directors, employees, agents, licensors, and suppliers, each of whom may enforce them directly.

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. The Pharmacy’s indemnification obligations further extend to: (g) any recall, market withdrawal, field correction, or corrective action involving the Pharmacy’s products; (h) the Pharmacy’s violation of the federal Anti-Kickback Statute, EKRA, the Stark Law, the False Claims Act, the Federal Food, Drug, and Cosmetic Act, the Controlled Substances Act, the Drug Supply Chain Security Act, HIPAA, or any state analog; (i) the acts or omissions of the Pharmacy’s owners, personnel, pharmacists, agents, carriers, couriers, logistics providers, and subcontractors; (j) any allegation or claim that PEPTPlus is a manufacturer, seller, supplier, distributor, wholesale distributor, dispenser, pharmacy, or prescriber of, or is otherwise responsible for, any product dispensed by the Pharmacy; (k) any claim, investigation, subpoena, civil investigative demand, audit, or enforcement action by any governmental or regulatory authority relating to the Pharmacy’s operations, products, or conduct; (l) any security incident, privacy violation, or breach of PHI or personal information attributable to the Pharmacy, its systems, personnel, or subcontractors; (m) the Pharmacy’s selection, licensing, verification, or use of any API and its dealings with any certified laboratory; (n) any claim by the Pharmacy’s employees, contractors, or personnel, including wage, employment, and workers’ compensation claims; (o) the Pharmacy’s advertising, listings, product claims, or patient and prescriber communications; and (p) any allegation that the Pharmacy acted as PEPTPlus’s agent, partner, joint venturer, or representative. The Pharmacy’s obligations under this Section 11.1 (i) apply whether or not the underlying claim is meritorious and whether or not the Pharmacy is itself named as a party; (ii) apply to claims alleging concurrent or contributory fault of PEPTPlus, except to the extent the loss is caused by the negligence, gross negligence, or willful misconduct of PEPTPlus, in which case liability will be allocated between the parties in proportion to their respective fault; (iii) are excluded from the limitations of liability in Section 10.3 as provided in Section 10.5; and (iv) are not limited by the amount, scope, or availability of the Pharmacy’s insurance. The Pharmacy will select defense counsel experienced in the relevant subject matter and reasonably acceptable to PEPTPlus; counsel appointed by the Pharmacy’s liability insurer under a duty to defend is deemed reasonably acceptable. PEPTPlus may participate in the defense with its own counsel at its own expense, and may assume control of the defense at the Pharmacy’s expense only if the Pharmacy fails to promptly and diligently assume and conduct the defense, if the Pharmacy’s insurer denies coverage or reserves rights in a manner that materially prejudices PEPTPlus, or if PEPTPlus reasonably determines that an actual conflict of interest prevents joint representation.

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, and, in addition, from and against any claims, damages, liabilities, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) PEPTPlus’s breach of Section 13 (Confidentiality) or of its data-security obligations under this Agreement or the BAA; (ii) PEPTPlus’s violation of applicable law in its operation of the Service; and (iii) PEPTPlus’s gross negligence or willful misconduct. With respect to the intellectual-property indemnity only, PEPTPlus will have no obligation to the extent a claim arises from (a) Pharmacy Content or any data, listing, certificate, or material supplied by or on behalf of the Pharmacy; (b) any modification of the Service not made by PEPTPlus; (c) combination or use of the Service with any product, service, data, or process not provided by PEPTPlus; (d) the Pharmacy’s use of the Service in breach of this Agreement or applicable law; or (e) continued use after PEPTPlus has provided a non-infringing alternative or notice to cease; and if the Service becomes, or in PEPTPlus’s reasonable judgment is likely to become, the subject of an infringement claim, PEPTPlus may at its option and expense procure the right to continue use, modify or replace the Service so that it is non-infringing, or terminate this Agreement and refund any prepaid, unused subscription fees, which together with the foregoing indemnity states the Pharmacy’s sole and exclusive remedy for intellectual-property infringement. PEPTPlus’s obligations under this Section 11.2 are excluded from the cap in Section 10.3 to the same extent, and on the same terms, as the Pharmacy’s obligations under Section 11.1.

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. No settlement that admits fault or liability on the part of an indemnified party, imposes any non-monetary, injunctive, or continuing obligation on it, or does not include an unconditional release of the indemnified party may be entered into without that party’s prior written consent. Failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced thereby. The indemnifying party will not be relieved of any obligation by reason of the indemnified party’s participation in the defense with its own counsel at its own expense.

11.4 PEPTPlus Insurance. PEPTPlus will maintain, at its own expense and at all times during the term, (a) commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) technology errors and omissions / professional liability insurance of not less than $2,000,000 per claim and in the aggregate; and (c) cyber liability and privacy insurance of not less than $2,000,000, in each case with carriers rated A- VII or better by A.M. Best, and will provide certificates of insurance to the Pharmacy upon reasonable request.

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. Without limiting the foregoing, PEPTPlus may terminate this Agreement immediately upon written notice if the Pharmacy (a) becomes excluded, debarred, or sanctioned as described in Section 1.6; (b) fails to maintain the insurance required by Section 3.8 and does not cure within ten (10) days after notice; (c) is the subject of any recall, patient-safety event, or quality or compliance failure that PEPTPlus reasonably determines presents a risk to patients or to the integrity or reputation of the Marketplace; (d) makes any material misrepresentation to PEPTPlus, a patient, a prescriber, a payment processor, or an authority; (e) becomes insolvent, files or has filed against it a bankruptcy or receivership proceeding, or makes an assignment for the benefit of creditors; or (f) undergoes a change of control to a person or entity that does not meet the eligibility requirements of Section 1.2 or that PEPTPlus reasonably determines presents a compliance, safety, or competitive 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 as of the effective date of suspension or termination must be fulfilled and dispensed in full compliance with applicable law unless PEPTPlus directs otherwise in writing, and the Pharmacy remains the dispenser of record and bears sole professional, legal, and regulatory responsibility for such orders. Pending or unaccepted orders may be re-routed, held, or cancelled by PEPTPlus in its sole discretion without liability to the Pharmacy. 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 1.6–1.8, 2.2–2.9, 3.10–3.17 (as to orders accepted before termination), 5 (accrued amounts and Sections 5.8–5.10), 6.5, 7, 8, 9, 10, 11, 12.5–12.10, 13, and 14, and any provisions that by their nature should survive, will survive termination.

12.9 No Liability for Suspension, Delisting, or Termination. PEPTPlus will have no liability to the Pharmacy or to any third party for any suspension, restriction, delisting, re-routing, cancellation, or termination exercised in good faith and in accordance with this Agreement, and the Pharmacy waives all claims for lost profits, lost revenue, lost business or opportunity, wasted expenditure, or damage to reputation or goodwill arising therefrom.

12.10 Post-Termination Responsibility. Termination or expiration does not release the Pharmacy from any obligation, liability, or claim that arose during, or relates to, any period before termination or to any order the Pharmacy accepted, including recall, adverse-event reporting, recordkeeping, cooperation, indemnification, insurance, and payment obligations, all of which continue in accordance with their terms and applicable law.

13. Confidentiality

13.1 Definition. “Confidential Information” means all non-public information disclosed by or on behalf of a party (“Discloser”) to the other (“Recipient”), whether or not marked, that a reasonable person would understand to be confidential, including, in the case of PEPTPlus: the matching engine and its criteria, weighting, logic, algorithms, and outputs; pricing signals and order-flow data; platform roadmaps, designs, and non-public features; the identities of participating pharmacies, prescribers, patients, and certified laboratories; fee terms and Order Forms; security practices; and the terms of this Agreement.

13.2 Obligations. The Recipient will (a) use Confidential Information solely to perform under this Agreement, (b) not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by written obligations at least as protective as this Section, (c) protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and (d) remain fully responsible for any breach by any person to whom it discloses Confidential Information.

13.3 Exclusions. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Recipient, was rightfully known to the Recipient without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

13.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, subpoena, or court or regulatory order, provided that it gives the Discloser prompt written notice where legally permitted, reasonably cooperates in any effort to obtain protective treatment, and discloses only the portion legally required.

13.5 Return or Destruction. Upon termination or the Discloser’s written request, the Recipient will promptly return or destroy the Discloser’s Confidential Information and, upon request, certify such destruction, except for copies retained in routine archival backups (which remain subject to this Section) or as required by applicable law or professional recordkeeping obligations.

13.6 Term. The obligations in this Section continue for five (5) years after termination and, with respect to trade secrets, for so long as the information remains a trade secret under applicable law. PHI is governed by the BAA.

13.7 Publicity. Neither party will issue any press release or public statement referencing the other party or this Agreement without the other’s prior written consent, except that PEPTPlus may identify the Pharmacy as a participating pharmacy within the Marketplace and in the ordinary course of operating the Service.

14. Dispute Resolution, Governing Law & Miscellaneous

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

14.2 Dispute Resolution. The parties will first attempt in good faith to resolve any dispute through negotiation between senior representatives for thirty (30) days after written notice of the dispute. Any dispute not so resolved will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Maricopa County, Arizona, conducted in English and on a confidential basis; judgment on the award may be entered in any court of competent jurisdiction. Each party irrevocably waives any right to trial by jury. All disputes must be brought in the party’s individual capacity only and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any class or representative proceeding (class-action waiver). Notwithstanding the foregoing, either party may seek injunctive or other equitable relief, and either party may bring an action to collect amounts owed under this Agreement, in any court of competent jurisdiction, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona for such actions and for entry and enforcement of any arbitral award. In any proceeding to enforce this Agreement or the Pharmacy’s indemnification or payment obligations, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

14.3 Changes to the Terms. PEPTPlus may update this Agreement from time to time, as follows. (a) Notice. PEPTPlus will post the updated Terms at the URL where this Agreement is published and will notify the Pharmacy by email to its notice contact on file and by notice within the Service (a “Change Notice”). Each Change Notice will identify the version being replaced, the effective date of the updated Terms, and a summary of the material changes. (b) Transition Period. Except as provided in clause (d), the updated Terms take effect no sooner than forty-five (45) days after the Change Notice (the “Transition Period”). During the Transition Period, the version of the Terms then in effect for the Pharmacy continues to govern. (c) Acceptance by Continued Use. The Pharmacy may accept the updated Terms at any time during the Transition Period by electronic acceptance within the Service. Otherwise, the Pharmacy’s continued access to or use of the Service after the effective date, including accepting any order, constitutes acceptance of the updated Terms. PEPTPlus may condition continued access to the Service after the effective date on the Pharmacy’s electronic acknowledgment of the updated Terms. (d) Required Changes. PEPTPlus may implement immediately, upon notice, any change required by applicable law, a regulator, a court, or a payment processor, and any change that does not materially reduce the Pharmacy’s rights or materially increase its obligations. (e) Pharmacy’s Right to Reject. If the Pharmacy does not agree to the updated Terms, its sole remedy is to terminate this Agreement by written notice given before the effective date, without penalty or early-termination fee, and to wind down under Section 12; orders accepted before termination remain governed by the version of the Terms in effect when the order was accepted. (f) Fees. Subscription fees may be changed only prospectively and effective at renewal, on not less than sixty (60) days’ prior written notice. (g) Individually Negotiated Terms. Any Order Form or written amendment signed by both parties that expressly modifies a provision of these Terms continues to control over that provision, notwithstanding any update under this Section, unless the Order Form or amendment is itself amended in a writing signed by both parties.

14.4 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. No purchase order, invoice, click-through, website, or other terms proposed or referenced by the Pharmacy will apply, and any such terms are expressly rejected and of no force or effect, even if signed, acknowledged, or accepted by PEPTPlus. In the event of conflict, the order of precedence is: (a) the BAA, as to PHI matters; (b) the API Marketplace Participation Agreement, as to API matters; (c) the applicable Order Form; and (d) these Terms; provided that Sections 10 and 11 of these Terms control over any conflicting provision of any Order Form unless that Order Form expressly references and amends them.

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

14.6 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement, without the other party’s consent, to a successor in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets or equity, provided that (a) the assigning party gives written notice within a reasonable period following the transaction, and (b) the successor agrees in writing to be bound by the terms of this Agreement and, in the case of the Pharmacy, continues to meet the licensure and regulatory eligibility requirements of Section 1.2. Any other purported assignment is void. PEPTPlus may assign this Agreement to an affiliate or successor on the same terms.

14.7 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.

14.8 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.

14.9 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.)

14.10 Waiver; No Third-Party Beneficiaries. No waiver is effective unless in writing. Except as expressly stated, there are no third-party beneficiaries. No course of dealing, delay, or partial exercise of any right operates as a waiver. The indemnified parties identified in Section 11.1 and the persons identified in Section 10.9 are intended third-party beneficiaries of those provisions and may enforce them directly.

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

14.12 Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” This Agreement will not be construed against either party as the drafter, and the Pharmacy waives any rule of construction to that effect. Each party acknowledges that it has had the opportunity to consult counsel of its own choosing.

14.13 Cumulative Remedies. All rights and remedies under this Agreement are cumulative and in addition to, and not in lieu of, any other right or remedy available at law or in equity.

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