1.1 Agreement to Terms

By accessing, browsing, or using any Refill service or platform (the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you are entering into these Terms on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” and “your” shall refer to such entity and its affiliates.

1.2 Healthcare Service Notice

IMPORTANT: REFILL IS NOT A HEALTHCARE PROVIDER, PHARMACY, OR TELEMEDICINE SERVICE.

Refill provides a software platform and related services to enable healthcare providers, pharmacies, and related businesses to offer telehealth and pharmacy fulfillment services to their patients and customers. Any healthcare services, prescriptions, or medical advice provided through the platform are provided solely by you or your designated healthcare professionals, not by Refill. Refill does not practice medicine, dispense medications, or provide clinical advice.

1.3 Additional Terms

When using certain features through the Service, you will be subject to any additional terms applicable to such features, including our Privacy Policy, HIPAA Business Associate Agreement, and Acceptable Use Policy. All such terms are incorporated by reference into these Terms.

2.1 Platform Overview

Refill provides a comprehensive SaaS platform designed to enable merchants and businesses to market and deliver telehealth services and pharmacy fulfillment. The Service includes tools for:

• Building and customizing telehealth websites
• Managing patient questionnaires and intake forms
• Facilitating telemedicine consultations
• E-prescribing and electronic medical records (EMR)
• Pharmacy fulfillment and medication dispensing
• Payment processing and order management
• Patient communications via email and SMS
• Analytics and reporting
• Compliance management and documentation

2.2 Service Availability and Modifications

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) with or without notice at any time. We may establish general practices and limits concerning use of the Service, including the maximum storage space and retention period for data. We are not obligated to offer all features and functionalities to all users at all times, and we are not obligated to make any features available in any jurisdiction.

3.1 Account Creation

To access the Service, you must register for an account (“Account”) by providing your full legal name, business address, phone number, valid email address, and any other required information. You must be at least 18 years old or the age of majority in your jurisdiction to create an Account. We may reject any Account application or cancel any existing Account at our sole discretion.

3.2 Account Owner Responsibility

The person or entity registering for the Service will be the “Account Owner” and the contracting party for these Terms. If you are signing up on behalf of your employer, your employer will be the Account Owner, and you must use your employer-issued email address. The Account Owner is responsible for:

• All activities that occur under the Account
• Maintaining the confidentiality and security of account credentials
• Ensuring that all employees, agents, and subcontractors comply with these Terms
• Any breach of these Terms by employees, agents, or subcontractors
• Immediately notifying Refill of any unauthorized use or security breach

3.3 Staff Accounts

Based on your pricing plan, you may create staff accounts allowing others to access the Account with specified permissions. Each staff account must include a full legal name and valid email address. The Account Owner remains responsible for all staff account activities and compliance with these Terms.

3.4 Primary Email Address

Refill will use the email address you provide as the primary method for communication (“Primary Email Address”). You must monitor this address and ensure it is capable of both sending and receiving messages. Email communications can only be authenticated if they come from your Primary Email Address.

4.1 Your Healthcare Compliance Obligations

You are solely responsible for ensuring compliance with all applicable healthcare laws, regulations, and professional standards, including but not limited to:

• State and federal prescribing and dispensing regulations
• Telemedicine and telehealth practice requirements
• HIPAA (Health Insurance Portability and Accountability Act)
• State pharmacy laws and regulations
• DEA (Drug Enforcement Administration) requirements for controlled substances
• State medical board and pharmacy board regulations
• Consumer protection laws and regulations
• Pricing and anti-price gouging laws
• Truth in advertising and marketing regulations

4.2 Licensure and Credentials

You represent and warrant that you possess all necessary licenses, permits, certifications, and credentials required to provide healthcare services, prescribe medications, and operate your business in your jurisdiction and in the jurisdictions of your patients. Refill does not verify your credentials, and you are solely responsible for maintaining valid licensure.

4.3 Medical and Scientific Claims

Any medical, scientific, or health-related claims you make must be truthful, accurate, and supported by adequate scientific evidence. You must not make false or misleading claims about treating, curing, or preventing any disease or medical condition. We reserve the right to remove any content that makes unsubstantiated health claims.

4.4 No Emergency Services

DO NOT USE THE SERVICE TO PROVIDE EMERGENCY MEDICAL OR MENTAL HEALTH CARE SERVICES. The Service is not designed for emergency situations and should not be used when immediate medical attention is required.

5.1 Merchant of Record

You acknowledge and agree that the Service is not a marketplace. Any contract of sale or provision of healthcare services made through the Service is directly and only between you and your patient or customer. You are the merchant of record and healthcare provider for all transactions and services provided through the Service. You are responsible for:

• The creation and operation of your telehealth practice
• All content, questionnaires, and patient communications
• Medical services provided to patients
• Prescribing, dispensing, and delivery of medications
• Patient care, customer service, and satisfaction
• Refunds, returns, and dispute resolution
• Fraudulent transactions and chargebacks
• Required legal disclosures and consents
• Regulatory compliance and professional standards
• Any violation of applicable laws or patient rights

5.2 Public-Facing Information

You must provide clear, accurate, and accessible information on your platform, including:

• Your legal business name and contact information
• Refund and cancellation policies
• Terms of service and privacy policy
• Telemedicine consent forms
• Prescription and medication information
• Delivery timelines and shipping policies
• Professional licenses and credentials
• Notice that the platform is powered by Refill (as required by Section 11)

5.3 Prohibited Conduct

You agree not to use the Service to:

• Upload content that infringes intellectual property rights or violates any law
• Transmit viruses, malware, or harmful code
• Engage in fraudulent, deceptive, or misleading practices
• Violate patient privacy or data protection laws
• Impersonate any person or entity
• Harvest or collect user information without consent
• Send unsolicited communications or spam
• Promote illegal activities or controlled substances outside legal channels
• Make false medical claims or practice medicine without proper licensure
• Bypass or circumvent any technical limitations or security features
• Access the Service through automated means (bots, scrapers, etc.) without permission

6.1 Fees

You agree to pay all applicable fees, including:

• Subscription Fees: Monthly or annual fees for platform access based on your pricing plan
• Transaction Fees: Fees based on transaction value or volume
• Visit Fees: Fees for telemedicine consultation services
• Prescription Fees: Fees for e-prescribing and prescription management
• Pharmacy Fulfillment Fees: Fees for medication dispensing and delivery services
• Additional Service Fees: Fees for add-on features, integrations, or premium services

All fees are collectively referred to as “Fees.” We will provide a detailed breakdown of all applicable fees in your Account dashboard.

6.2 Payment Terms

You must maintain a valid payment method on file. Subscription Fees will be charged in 30-day intervals on each Billing Date. Other Fees will be charged as incurred. All fees are in U.S. Dollars unless otherwise specified. If we cannot process payment within 28 days of our initial attempt, we may suspend your Account. If fees remain unpaid for 60 days after suspension, we reserve the right to terminate your Account.

6.3 No Refunds

All fees are non-refundable except as otherwise determined by Refill or required by applicable law. You may cancel your Account at any time, but you will not receive a pro-rata refund of any Subscription Fees already paid.

6.4 Fee Changes

We may change our fees from time to time. We will provide at least 30 days’ advance notice of any fee changes by email or through the Service interface. Your continued use of the Service after the effective date constitutes acceptance of the new fees.

6.5 Taxes

All Fees are exclusive of applicable taxes, which may include sales tax, VAT, GST, or other governmental taxes and fees. You are responsible for all taxes arising from your use of the Service. To the extent we charge such taxes, they will be calculated based on your billing address and charged to your payment method. If you are exempt from taxes, you must provide valid exemption documentation.

You are solely responsible for determining, collecting, withholding, reporting, and remitting all applicable taxes that arise from transactions with your patients or customers. Refill provides tools to help estimate taxes, but you are responsible for ensuring accurate tax compliance.

7.1 Third-Party Services

The Service may integrate with or provide access to third-party services, applications, and content (“Third-Party Services”), including but not limited to payment processors, pharmacy networks, electronic health record systems, shipping providers, and communication platforms. Your use of Third-Party Services is at your own risk and may be subject to separate terms and conditions.

7.2 No Warranties for Third-Party Services

We do not control Third-Party Services and make no representations or warranties regarding them. We are not responsible for any Third-Party Service’s availability, accuracy, reliability, or content. The integration of Third-Party Services does not constitute an endorsement by Refill.

7.3 Data Sharing with Third-Party Services

If you enable a Third-Party Service, you authorize Refill to share your data and patient information as necessary for interoperability. We are not responsible for how Third-Party Services use or protect your data. You should review their privacy policies and terms before enabling them.

7.4 Payment Processing

Payment processing services are provided by third-party payment processors subject to their own terms and conditions. By using these services, you agree to be bound by such terms. We are not responsible for any payment processing errors, failures, or disputes.

8.1 Refill Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content, is owned by Refill and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works of any Refill intellectual property without our express written permission.

8.2 Your Content and Materials

You retain ownership of all content, data, and materials you upload to the Service (“Your Content”), including patient questionnaires, medical content, branding, and business information. However, you grant Refill a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, display, perform, modify, and distribute Your Content solely to:

• Operate, provide, and improve the Service
• Develop new features and functionalities
• Ensure security and prevent fraud
• Comply with legal obligations
• Promote and market the Service (with your consent)

8.3 Trademarks

You may not use Refill’s name, logos, or trademarks without our prior written permission. You grant Refill a limited license to use your business name and trademarks in connection with providing the Service and for marketing purposes (e.g., as a customer reference).

8.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant Refill an unrestricted, perpetual, irrevocable license to use such feedback without compensation or attribution.

“Confidential Information” means any information disclosed by one party to the other that is marked as confidential or that reasonably should be considered confidential, including business plans, customer lists, pricing, technical information, and proprietary methods. Refill’s Confidential Information includes all non-public information about the Service, security practices, and business operations.

Each party agrees to:

• Use Confidential Information only for purposes of performing obligations under these Terms
• Protect Confidential Information with at least the same degree of care used for its own confidential information
• Not disclose Confidential Information to third parties without prior written consent
• Limit access to Confidential Information to employees and contractors with a need to know
• Return or destroy Confidential Information upon termination of these Terms

10.1 Email Services

The Service allows you to send emails to patients and customers. You must comply with all applicable laws, including the CAN-SPAM Act and similar regulations. By using email services, you agree to:

• Send emails only to recipients who have opted in to receive communications
• Include a clear and functional unsubscribe mechanism in every email
• Honor unsubscribe requests within 10 business days
• Include your valid physical mailing address
• Not use deceptive subject lines or sender information
• Not send emails to purchased or rented email lists
• Include a link to your current privacy policy
• Not include sensitive patient data unless properly secured and authorized

10.2 Content Scanning

Refill employs automated content scanning to identify spam, phishing, malicious content, and HIPAA violations. By using email services, you explicitly consent to such scanning. We may suspend or terminate email services if you violate these requirements.

10.3 SMS Services

The Service allows you to send SMS messages to patients for appointment reminders, prescription notifications, and marketing (with consent). You must comply with TCPA (Telephone Consumer Protection Act) and obtain proper consent before sending SMS messages. SMS services are provided by third-party providers and subject to their acceptable use policies.

11.1 Privacy Policies

Our collection and use of personal information is governed by our Privacy Policy. You must maintain your own privacy policy that complies with all applicable data protection laws and must include:

• A statement that your platform is powered by Refill
• A link to Refill’s Consumer Privacy Policy
• Disclosure that patient information is shared with Refill and may be processed by third parties
• Information about how patients can exercise their privacy rights
• Notice about data collection, use, and sharing practices

11.2 HIPAA Compliance

Refill is HIPAA compliant and will enter into a Business Associate Agreement (BAA) with healthcare providers as required by law. Protected Health Information (PHI) will be encrypted in transit and at rest, and we maintain appropriate administrative, technical, and physical safeguards.

11.3 Data Security

While we implement industry-standard security measures, we cannot guarantee absolute security. You are responsible for maintaining the security of your account credentials and for any activities under your account. You must promptly notify us of any suspected security breach.

11.4 Data Retention and Deletion

We will retain your data in accordance with our data retention policies and applicable law. Upon termination, we may retain data for legal, regulatory, or legitimate business purposes. You may request deletion of data subject to our retention obligations.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. REFILL DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR RESULTS
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES REGARDING THIRD-PARTY SERVICES OR CONTENT

Some jurisdictions do not allow the disclaimer of implied warranties, so portions of this disclaimer may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REFILL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Cost of substitute services
• Patient care issues or medical malpractice
• Regulatory violations or license suspensions
• Damage to reputation or goodwill
• Personal injury or wrongful death claims

IN NO EVENT SHALL REFILL’S TOTAL LIABILITY EXCEED THE FEES YOU PAID TO REFILL IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability) and even if Refill has been advised of the possibility of such damages.

You agree to indemnify, defend, and hold harmless Refill and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use of the Service
• Your violation of these Terms or applicable laws
• Your provision of healthcare services, prescriptions, or medical advice
• Medical malpractice or patient care issues
• Violation of patient privacy or data protection laws
• Infringement of third-party intellectual property or other rights
• Your relationships and transactions with patients or customers
• Any content, data, or materials you submit to the Service

15.1 Informal Resolution

Before filing any formal claim, you agree to first contact Refill to attempt to resolve the dispute informally. Most disputes can be resolved through good faith negotiations. Contact us at support@refill.co to initiate this process.

15.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Except for small claims court cases and injunctive relief, all disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted in New York, New York, or virtually by mutual agreement.

15.3 Class Action Waiver

YOU AND REFILL AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING.

15.4 Arbitration Costs

Fees and costs will be allocated according to JAMS rules. If you demonstrate financial hardship, Refill will pay your portion of arbitration fees necessary to prevent the process from being cost-prohibitive.

16.1 Term

These Terms begin when you create an Account and continue until terminated by either party.

16.2 Termination by You

You may cancel your Account at any time by contacting support@refill.co and following the termination process. Upon termination, you will receive one final invoice for any outstanding fees.

16.3 Termination by Refill

We may suspend or terminate your Account immediately without notice if:

• You breach these Terms
• You engage in fraudulent or illegal activity
• Your actions create security or legal risks
• You fail to pay fees for 60 days after suspension
• Required by law or legal process
• We discontinue providing the Service

16.4 Effects of Termination

Upon termination:

• Your access to the Service will cease immediately
• You must pay all outstanding fees
• No refunds will be provided except as required by law
• We may retain data for legal and regulatory compliance
• Patient continuity of care obligations remain in effect
• Provisions that by their nature should survive (confidentiality, indemnification, limitation of liability) will continue

16.5 Patient Continuity of Care

Upon termination, you remain responsible for ensuring continuity of care for your patients. Refill will assist in transferring patient records and facilitating transitions to another platform or provider, but you retain all professional and legal obligations to your patients.

We may modify these Terms at any time by posting updated Terms and providing notice via email, the Service interface, or other reasonable means. We will provide at least 30 days’ advance notice for material changes that adversely affect your rights, except for changes required for legal, regulatory, security, or fraud prevention purposes, which may be effective immediately.

Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

18.1 Entire Agreement

These Terms, together with any additional agreements referenced herein (including the Privacy Policy, BAA, and Acceptable Use Policy), constitute the entire agreement between you and Refill and supersede all prior agreements and understandings.

18.2 Assignment

You may not assign these Terms without our prior written consent. Refill may assign these Terms at any time without notice or consent. These Terms bind and benefit each party’s successors and permitted assigns.

18.3 Governing Law and Venue

These Terms shall be governed by the laws of the State of Nevada without regard to conflict of law principles. Any disputes not subject to arbitration shall be brought exclusively in state or federal courts located in Clark County, Nevada.

18.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.5 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Refill.

18.6 Force Majeure

Refill shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, riots, epidemics, power failures, or internet disruptions.

18.7 U.S. Government Rights

The Service is a “commercial item” as defined at 48 C.F.R. 2.101, and government users acquire only the rights granted to all other users under these Terms.

18.8 Export Controls

You may not use or export the Service in violation of U.S. export laws and regulations. You represent that you are not located in a country subject to U.S. embargo and are not on any U.S. government list of prohibited parties.

18.9 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of conflict between the English version and a translation, the English version shall prevail.

18.10 Contact Information

For questions about these Terms, please contact us at:

• Refill LLC
• Email: legal@refill.co
• Phone: 2082276633
• Address: 1671 W Horizon Ridge Pkwy Ste 220, Henderson NV, 89012