1. Acceptance of Terms
These Terms of Service ("Terms") form a binding agreement between RxDelta, Inc. ("RxDelta", "we", "us") and the pharmacy entity identified during registration ("Customer", "you"). By signing or accepting these Terms, or otherwise using the RxDelta service, you agree to be bound by them.
You must be at least 18 years old to accept these Terms. If you are entering into these Terms on behalf of a pharmacy or other legal entity, you represent that you have authority to bind that entity to these Terms.
2. Description of Service
RxDelta provides a software-as-a-service platform for pharmacy billing reconciliation, PBM reimbursement analysis, NDC catalog enrichment, prior-authorization tracking, and related operational tools (the "Service"). The exact features available to you depend on the subscription plan you select during signup.
We may add, modify, or remove features over time. Material changes that reduce functionality you depend on will be communicated at least thirty (30) days in advance.
3. Account Registration
You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
You must notify RxDelta immediately of any unauthorized access to or use of your account.
4. Subscription, Fees, and Payment
Your subscription is governed by the plan you selected during signup and the corresponding Subscription Order signed alongside these Terms. You choose monthly or annual billing. Fees are charged in advance: a monthly subscription is billed each month, and an annual subscription is billed once a year for the full year. Your subscription renews automatically at the end of each billing period for another period of the same length unless you cancel before the renewal date.
You may cancel at any time. Cancellation takes effect at the end of your current billing period, and your access continues until then. All fees are non-refundable except where required by law. This includes annual subscriptions: if you cancel an annual subscription before its year ends, your access continues until the end of that year and the unused part of the year is not refunded.
You may change your plan once per billing period, through our support team or, where the RxDelta portal offers it, in the portal. A plan change takes effect immediately, and the price difference for the rest of the current billing period (a charge for an upgrade, a credit for a downgrade) is prorated onto your next invoice. If you change plans during a free trial, the trial ends and the new plan is charged in full that day. A switch between monthly and annual billing is made by our support team on request and takes effect at your next renewal date; the billing period you have already paid for is not shortened or credited.
Except for the year-end offer price described below, we may change our prices with at least thirty (30) days' advance notice. Continued use after a price change takes effect constitutes acceptance.
Year-end offer: if you subscribe to the Inventory Specialist plan at its year-end offer price ($299 per month on monthly billing, or $3,048 per year on annual billing), available through December 31, 2026, that price applies at every renewal for as long as that subscription stays on the Inventory Specialist plan with the same billing cycle. The offer price ends when that subscription ends (for example, at the end of the billing period in which you cancel), or if you move to a different plan or billing cycle. Any later subscription, plan, or billing cycle is charged at the price in effect at that time.
If a payment fails, you keep access to the Service for seven (7) days after the failed payment so you can update your payment method. If the amount is still unpaid after those seven (7) days, the Service is suspended until it is paid.
5. Acceptable Use
You agree not to: (a) use the Service for any unlawful purpose; (b) attempt to reverse-engineer, decompile, or otherwise extract the source code of the Service; (c) interfere with or disrupt the integrity or performance of the Service; (d) attempt to gain unauthorized access to the Service or its related systems; (e) use the Service to send unsolicited marketing communications; (f) use the Service in violation of any law, regulation, or contractual obligation, including HIPAA and applicable state pharmacy practice acts; (g) upload files containing malicious code or harmful content; (h) attempt to access other users' data or accounts; (i) share account credentials with unauthorized parties; or (j) use automated tools to access the Service without permission.
6. Customer Data and PHI
As between you and RxDelta, you retain all right, title, and interest in and to data you submit to the Service ("Customer Data"), and you own the reports the Service generates from your Customer Data. You grant RxDelta a limited, non-exclusive license to use Customer Data solely to provide and improve the Service. You are solely responsible for the legality, accuracy, and completeness of the data you upload.
Protected Health Information ("PHI") within Customer Data is governed by the separately executed HIPAA Business Associate Agreement (the "BAA"). The BAA controls in case of any conflict with these Terms with respect to PHI.
7. Accuracy Disclaimer
The Service is a tool to assist with pharmacy reconciliation. All results, calculations, variance reports, and analytics are provided for informational purposes only.
WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY THE SERVICE. You are solely responsible for independently verifying all results before making any business, financial, or operational decisions. Any claims of recovered amounts in our marketing materials represent aggregate results across users and are not guarantees of individual outcomes.
8. Your Responsibility to Verify
All reconciliation results, variance reports, A/R aging analyses, refill schedules, and financial analytics provided by the Service are decision-support tools only. They are not a substitute for professional judgment, independent auditing, or direct verification against your pharmacy management system.
You acknowledge and agree that: (a) you must independently verify all reconciliation results before taking any business, financial, or operational action; (b) the quality and accuracy of Service output depends on the quality, format, and completeness of the data you upload; (c) automated column detection and NDC matching may produce imperfect results depending on file formatting and data variations; (d) RxDelta is not responsible for any decisions, financial actions, or claims you make based on Service output; and (e) no automated reconciliation system can guarantee 100% accuracy across all possible data scenarios.
BY USING THE SERVICE, YOU ACCEPT FULL RESPONSIBILITY FOR INDEPENDENTLY VERIFYING ALL OUTPUT AND FOR ANY ACTIONS TAKEN BASED ON SUCH OUTPUT.
9. Confidentiality
Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information may be disclosed only as necessary to perform under these Terms or as required by law.
10. Intellectual Property
RxDelta retains all right, title, and interest in and to the Service, including all software, designs, trademarks, and documentation. These Terms do not grant you any rights to RxDelta intellectual property except the limited right to use the Service as expressly described.
11. Warranties and Disclaimers
RxDelta warrants that the Service will perform materially as described in the documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO RXDELTA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
These limitations do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; or (c) liability that cannot be limited under applicable law.
13. Indemnification
Each party will indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of these Terms, gross negligence, or willful misconduct, subject to the indemnified party providing prompt notice and reasonable cooperation.
14. Term and Termination
These Terms remain in effect for the duration of your subscription. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. RxDelta may suspend the Service for non-payment as described in Section 4, and immediately for activity that poses a security risk.
Upon termination, you may request an export of your Customer Data within ninety (90) days by contacting support at support@rx-delta.com. RxDelta will deliver it within ten (10) business days of the request, in a standard machine-readable format (CSV). After the ninety (90) days, and once any export requested within them has been delivered, RxDelta may delete the data subject to the BAA and applicable law.
15. Governing Law
These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any dispute arising out of these Terms.
16. Changes to These Terms
We may update these Terms from time to time. We will provide notice of material changes via email or through the Service. Continued use after the effective date of changes constitutes acceptance. If you disagree with any changes, your sole remedy is to cancel your subscription.
17. General
If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any right or provision does not constitute a waiver. You may not assign or transfer these Terms without our consent.
18. Entire Agreement
These Terms, together with the BAA, the Notice of Privacy Practices, the Subscription Order, and any other documents incorporated by reference, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements and understandings.
19. Electronic Signature
You agree that your electronic signature on these Terms, or your electronic acceptance of them during registration, constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001) and any applicable state electronic signature laws.
20. Contact
For questions about these Terms, contact support@rx-delta.com.