Relying Party Agreement

1. Definitions

The following terms have the meanings given below:

• 'Accreditation' means a determination by ScriptSafe that a pharmacy met the ScriptSafe accreditation standard as of the date of the determination.
• 'Accredited Pharmacy' means a pharmacy that currently holds ScriptSafe Accreditation in good standing.
• 'Accreditation Information' means accreditation status, scope, Monitoring history, summary findings, Compliance Packages, verification results, and any related information ScriptSafe makes available to You.
• 'Compliance Package' means the set of accreditation status, scope, Monitoring history, and summary findings that ScriptSafe makes available to Relying Parties.
• 'Monitoring' means the ongoing verification ScriptSafe performs on an Accredited Pharmacy during the accreditation period.
• 'Trust Score' means ScriptSafe's internal scoring used in its assessment, which is not disclosed to You and is not part of the Accreditation Information.

2. Acceptance and Authorized Access

Binding access to the Accreditation Information requires Your affirmative acceptance of this Agreement, which ScriptSafe may record together with the identity of the accepting party and the version accepted. ScriptSafe issues each Compliance Package for the use of the accepting Relying Party only. The Accreditation Information is not transferable, and a person or organization that receives it without accepting this Agreement, or that receives it secondhand rather than through ScriptSafe, acquires no right to use or rely on it. ScriptSafe may identify a Compliance Package as valid for Relying Party use only when obtained through ScriptSafe and accepted by the recipient.

3. Access and Permitted Use

Subject to this Agreement, ScriptSafe grants You a limited, revocable, non exclusive, and non transferable right to access and use the Accreditation Information solely for Your own internal risk, underwriting, onboarding, and account monitoring decisions about pharmacies with which You have, or are considering, a business relationship. You will keep any access credentials secure, limit access to personnel with a need to know, and use the Accreditation Information only for the purpose described in this section.

4. Restrictions on Use

You will not resell, sublicense, republish, or redistribute the Accreditation Information; make it available to the general public or to any party other than as permitted here; use it to make decisions about individual consumers or for any purpose governed by the Fair Credit Reporting Act or similar laws; represent that ScriptSafe approved, recommended, insured, or guaranteed any pharmacy; alter or present the Accreditation Information in a misleading way; or scrape, harvest, or bulk extract the Accreditation Information except as ScriptSafe expressly permits in writing. Each Compliance Package may be issued as a tracked and watermarked copy, and You will not remove or obscure those markings.

5. Nature of the Accreditation Information; Opinion, Not a Guarantee

Accreditation is a point in time, good faith opinion that a pharmacy met the ScriptSafe standard based on the information available to ScriptSafe as of the date of the assessment. The Accreditation Information is provided to assist Your own evaluation. It is not, and must not be treated as, any of the following: a warranty or guarantee that a pharmacy complies with all applicable laws; a guarantee of a pharmacy's current or future conduct, solvency, or legitimacy; a guarantee against fraud, chargebacks, losses, fines, or penalties; a recommendation or instruction to approve, decline, continue, or terminate any pharmacy; or legal, regulatory, financial, or underwriting advice.

The Accreditation Information may be incomplete, may rely on third party and public sources, and may be rendered inaccurate by information a pharmacy concealed or misrepresented or by events that occur after the date of the assessment. ScriptSafe does not guarantee that the Accreditation Information is free of error.

6. Independent Decision; No Sole Reliance

You acknowledge and agree that You make Your own independent decisions about each pharmacy, applying Your own policies, underwriting standards, and the applicable card network and legal requirements. The Accreditation Information is one input among Your own due diligence and is not a substitute for it.

Before taking any merchant underwriting, onboarding, account, pricing, suspension, or termination decision about a pharmacy, You will independently verify, through primary sources, the matters material to that decision, including licensure, ownership and control, card network classification, sanctions and exclusion status, current website claims, and transaction risk. You will not treat the Accreditation Information as the sole, decisive, or substantial basis for any decision. ScriptSafe does not control, and is not responsible for, any decision You make, including any decision to approve, decline, price, continue, suspend, or terminate any pharmacy.

7. Independence, Non Exclusivity, and Fair Process

ScriptSafe Accreditation is voluntary and non exclusive. It does not require any Relying Party to deny, restrict, condition, or terminate service to any pharmacy, and each Relying Party decides independently how to use the Accreditation Information. ScriptSafe does not coordinate the decisions of Relying Parties and does not invite, facilitate, or participate in any agreement among Relying Parties to refuse, restrict, or fix the terms of service to any pharmacy.

ScriptSafe sets and applies its accreditation criteria independently, based on objective, published standards and the evidence for each pharmacy. Relying Parties do not direct, control, or influence those criteria to exclude competitors or for any other anticompetitive purpose. A pharmacy may seek correction of an inaccurate finding and may appeal an accreditation decision as described in the ScriptSafe standard, and ScriptSafe maintains records supporting each accreditation decision and change in status.

8. Not a Consumer Reporting Agency

ScriptSafe assesses pharmacies as businesses, and the Accreditation Information is provided for business use only. ScriptSafe is not a consumer reporting agency, the Accreditation Information is not a consumer report, and the Accreditation Information is not governed by the Fair Credit Reporting Act or similar laws governing consumer reports. You will use the Accreditation Information only to evaluate a pharmacy as a business. You will not use it, in whole or in part, to make or influence any decision about an individual's eligibility for credit, employment, insurance, or housing, to assess the character or creditworthiness of any owner, guarantor, or other individual, or for any other purpose governed by those laws.

9. No Insurance; Allocation of Risk

ScriptSafe provides an assessment service, not insurance or a financial guarantee. ScriptSafe does not insure, indemnify, underwrite, or guarantee You against any loss, chargeback, fine, penalty, assessment, or fraud arising from any pharmacy or from Your relationship with any pharmacy, and You bear the risk of Your own customer relationships. The fees, if any, that You pay for access, together with the access ScriptSafe provides without charge, reflect this allocation of risk, and ScriptSafe would not make the Accreditation Information available without the disclaimers and limitations in this Agreement.

10. Pharmacy Conduct and Intervening Acts

ScriptSafe is not responsible for the acts or omissions of pharmacies or other third parties, including any unlawful, fraudulent, negligent, or noncompliant conduct, any information a pharmacy concealed or misrepresented, or any change in a pharmacy's circumstances after the date of an assessment. Those acts, omissions, and changes are independent of ScriptSafe and may constitute independent intervening causes of any loss You may suffer.

11. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE ACCREDITATION INFORMATION AND ALL RELATED SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SCRIPTSAFE DOES NOT WARRANT THAT THE ACCREDITATION INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT IT WILL PRODUCE ANY PARTICULAR RESULT.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SCRIPTSAFE LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, OR FOR ANY CHARGEBACKS, FINES, PENALTIES, ASSESSMENTS, FRAUD LOSSES, OR AMOUNTS YOU OWE TO ANY THIRD PARTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACCREDITATION INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACCREDITATION INFORMATION WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID SCRIPTSAFE FOR ACCESS DURING THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR ONE HUNDRED UNITED STATES DOLLARS (US$100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, willful misconduct, or, where it may not be limited, gross negligence, and including any liability or rights that applicable law does not permit to be waived or limited, for example certain statutory claims. The limitations in this section do not apply to Your obligations under the Indemnification section, to Your breach of the Confidentiality and Data Handling or Intellectual Property sections, or to Your misuse of the Accreditation Information.

13. Indemnification

You agree to indemnify, defend, and hold harmless ScriptSafe LLC and its officers, directors, employees, and agents from any claim, demand, damage, loss, liability, or expense, including reasonable attorney fees, arising out of or relating to Your access to or use of the Accreditation Information, Your breach of this Agreement, Your violation of any law or card network rule, or any decision You make about a pharmacy. This indemnity does not apply to the extent a claim arises from ScriptSafe's own fraud, willful misconduct, or gross negligence.

14. Confidentiality and Data Handling

The Accreditation Information is the confidential information of ScriptSafe, other than information that ScriptSafe makes publicly available, such as public verification of a pharmacy's accreditation status. You will protect it with at least reasonable care, use it only for the permitted purpose, and not disclose it except to Your personnel and professional advisors who need it and are bound to protect it, or as required by law. You will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Accreditation Information, and You will notify ScriptSafe without undue delay if You learn of any unauthorized access to or disclosure of it. On termination of access, or at ScriptSafe's request, You will stop using and, where practicable, delete the Accreditation Information, except for copies You must retain to meet a legal or recordkeeping obligation.

15. Intellectual Property

ScriptSafe and its licensors own all rights in the ScriptSafe accreditation methodology, the selection, compilation, and presentation of the Accreditation Information, the Compliance Package format, ScriptSafe's proprietary analysis, and the ScriptSafe name, badge, seal, and other marks. ScriptSafe does not claim ownership of the underlying facts, public records, or third party source data themselves. Except for the limited access expressly granted in this Agreement, ScriptSafe reserves all rights. You may state that a pharmacy holds or does not hold ScriptSafe Accreditation as confirmed through ScriptSafe, but You may not otherwise use ScriptSafe's marks without Our written permission, and You may never claim ScriptSafe's intellectual property as Your own.

16. Compliance With Laws

You will access and use the Accreditation Information in compliance with all applicable laws, regulations, and card network rules, including those governing privacy, data protection, fair lending, economic sanctions, anti corruption, and export control. You are responsible for determining whether Your use is permitted in Your jurisdiction and for providing any consents or notices Your use requires. ScriptSafe may require a separate data protection or security exhibit as a condition of certain access, and any such exhibit forms part of this Agreement.

17. Term, Suspension, and Termination

This Agreement applies for as long as You have access to or rely on the Accreditation Information. ScriptSafe may condition, limit, suspend, or revoke Your access at any time, with or without cause, including to protect the integrity of the accreditation program or the rights of others. You may stop accessing the Accreditation Information at any time. Provisions that by their nature should survive, including the disclaimers, the no insurance and allocation of risk provision, limitation of liability, indemnification, confidentiality, intellectual property, and dispute resolution provisions, will survive termination.

18. Changes to This Agreement

We may update this Agreement from time to time. Changes become effective when posted on this page, and the date and version of the most recent update are shown at the top. For material changes, We will require You to accept the updated Agreement before further access to the Accreditation Information, and a Compliance Package You already obtained remains governed by the version You accepted when You obtained it. For non material changes, Your continued access to or reliance on the Accreditation Information after the changes are posted constitutes acceptance of the updated Agreement.

19. Dispute Resolution; Arbitration and Class Action Waiver

Most concerns can be resolved by contacting Us first, and You agree to try to resolve any dispute informally before filing a claim. Except for claims seeking injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to this Agreement or the Accreditation Information that cannot be resolved informally will be resolved by binding arbitration administered under the rules of a recognized arbitration body, on an individual basis. YOU AND SCRIPTSAFE WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Any claim must be brought within one year after it arises, except where applicable law provides a longer period that may not be shortened by agreement.

20. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles. Subject to the arbitration provision above, any dispute that proceeds in court will be brought exclusively in the state or federal courts located in Wyoming, and the parties consent to the jurisdiction of those courts.

21. General Provisions

This Agreement, together with any terms referenced in it and any separate signed agreement between the parties, is the entire agreement between You and ScriptSafe regarding the Accreditation Information. You may not assign this Agreement without Our consent; We may assign it in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Our failure to enforce a provision is not a waiver. If any provision is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be enforced to the maximum extent permitted. Notices to You may be given through the Services or by email; notices to Us should be sent to info@scriptsafe.com. Section headings are for convenience only.

22. Contact

Questions about this Agreement can be sent to ScriptSafe LLC at info@scriptsafe.com or through Our Contact page.