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Service Terms & Conditions

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING ANY SURECOST® PRODUCTS. THIS SOFTWARE SALES ORDER (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) (“SUBSCRIBER” OR “YOU”) AND SURECOST® LLC (“COMPANY”). BY USING THE COMPANY’S SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS WITH REGARD TO THE UTILIZED SOFTWARE (THE “SOFTWARE”). THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF, IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER.

Term and Payment

The Term.

You agree to pay all applicable fees and other charges for Software, as provided in your Agreement unless prepaid, all fees and charges are payable in U.S. dollars and are due upon invoice receipt, unless otherwise provided on the invoice or Sales Order. The Company shall be entitled to charge a late fee of 1.5% per month or the maximum rate allowable by law, whichever is lower, on any balance remaining unpaid for more than thirty (30) days. Prices are exclusive of all applicable taxes. You agree to pay all taxes (including but not limited to sales, use, excise, and value-added taxes), tariffs, duties, customs fees or similar charges imposed or levied on all Software licensed hereunder, with the exception of taxes on the Company’s net income.

These Terms are effective for so long as you continue to pay the Subscription Fee. Your right to access and use the Software and Web Features shall terminate on the last day of the then-current month if you fail to pay the Subscription Fee for the following period.

Taxes.

Company may charge, and Subscriber will pay applicable national, state, or local sales or use taxes or value-added taxes that the Company is legally obligated to charge (“Taxes”). Subscriber may provide Company with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Company will not charge and/or collect the Taxes covered by such certificate. Throughout the term of the Sales Order, the Company will provide the Subscriber with any forms, documents, or certifications as may be required for the Subscriber to satisfy any information reporting or withholding tax obligations with respect to any payments under the Sales Order.

Standard SureCost® Services.

Subject to these terms and for so long as Subscriber is current in its payment of Subscription Fees, the Company will provide certain support services to Subscriber, as further provided herein. Support for the Software may be accessed via email, phone or other contact information provided on the Company’s website (if applicable). The Company will use commercially reasonable efforts to respond to support requests submitted during the Company’s business hours. Services provided for each pharmacy are: SureCost® with Unlimited Secondary Vendors, reporting, the capture of External Invoices, Pharmacy Management System (PMS) integration for pricing & quantity on hand updates, and unlimited device licenses for SureCost Mobile®.  For so long as Subscriber is currently in its payment of Subscription Fees, support will include all applicable software and product upgrades (including error corrections and bug fixes) that the Company makes generally available for release. If an issue arises that limits or prevents Subscriber from using Software, the Company will be contacted immediately with issues well documented and Company will have 48-hours to remedy. 

Scanners, Mobile Devices and Computer hardware are not included; however, SureCost® only requires a connection to the internet and a browser to be fully utilized. SureCost Mobile® integrates with the camera on a mobile device and enables the Subscriber to streamline and optimize purchasing and inventory tasks with scanning, all with real-time data stored within SureCost®. SureCost Mobile® will work with both Android© and Apple© “iOS©” devices. (Specific device support requirements can be requested by the Company). Any fees charged to connect to any of the Subscriber partners generally are not charged by the partner; however, in the event of a fee from the Subscriber’s partner, it is the Subscriber’s responsibility.

Any technical information you provide the Company in connection with support services it provides you may be used by the Company for purposes of providing, developing or improving its products and services. Support hours may be adjusted in response to changes in call volume or distribution.

Service Level

Company will provide Subscriber the use of Software with an uptime reliability of 99% over the year. SureCost® server response times will be monitored and will not exceed a monthly average response of three (3) seconds for all ordering operations. In the event Subscriber experiences service levels below the stated service level, the Company will have 72 hours to resolve.

Limitation of Liability/Indemnification

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (I) INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES OR (II) LOSS OF BUSINESS OR LOST PROFITS (REGARDLESS OF WHETHER EITHER IS DEEMED TO BE “INDIRECT,” “SPECIAL,” “CONSEQUENTIAL,” “INCIDENTAL,” “PUNITIVE,” “EXEMPLARY,” OR ANY OTHER CATEGORY OF DAMAGES), THAT, IN EACH CASE, ARISE IN ANY WAY OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT, OR OTHERWISE RELATE TO THE SUBJECT MATTER HEREOF OR THEREOF. IN NO EVENT WILL SURECOST BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.

EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER ANY SERVICE ORDER WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY COMPANY UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE.

Drug Supply Chain Security Act ("DSCSA") - Release of Liability

Although not enforced until November 2024, the Company's Drug Supply Chain Security Act ("DSCSA") service is based on vendors and manufacturers who can actively provide EPCIS event files as part of DSCSA. In addition, the Subscriber agrees not to hold the Company liable for any non-support of DSCSA and the functionality within the Software due to any changes in the law that stem from the delay of DSCSA. WHEREAS the Parties have one or more active business agreements under which Company stores and maintains data for the Subscriber; and WHEREAS the Company has specific obligations under the Drug Supply Chain Security Act (“DSCSA”) that the Parties agree are not obligations of Company,

THE SUBSCRIBER AGREES, on behalf of itself, its directors, officers, shareholders, successors, affiliates, and assigns:
1. To waive, release, and discharge the Company, its officers, assigns, and shareholders from any and all liability for performance or failure to perform or comply with any obligation of the Company under DSCSA;
2. To indemnify, hold harmless, and promise not to sue the Company, its officers, assigns, and shareholders from any and all liabilities or claims that may arise concerning compliance with the DSCSA and the Company’s Data;
3. To notify the Company within ninety (90) days of termination of services that the Subscriber requires the Company to keep the Company DSCSA data for six (6) years. If the Company forgoes notification within ninety (90) days, the Company reserves the right to remove the Subscriber's Data from its systems, including all DSCSA data.
This Release of Liability does not replace or alter any prior agreement between the Parties absent unavoidable conflict and is agreed to by the Subscriber.

Indemnity

Company will indemnify, defend and hold Subscriber, its directors, officers, employees and representatives (each a “Subscriber Indemnified Party”), harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging: (a) that the Software infringe any U.S. patent or copyright or (b) Company’s gross negligence or willful misconduct.

Exclusions

Indemnity will not apply if the alleged claim arises, in whole or in part, from (a) a use or modification of the Software by Subscriber in a manner outside the scope of any right granted or in breach of this Agreement,  (b) a combination, operation or use of the Software with other software, hardware or technology not provided or authorized by Company if the claim would not have arisen but for the combination, operation or use, or (c) the Subscriber Data (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as a “Subscriber Indemnity Responsibility”). “Subscriber Data” means data or content uploaded into the Software by Subscriber or for the benefit of Subscriber.

Subscriber Indemnity

Subscriber will indemnify, defend and hold harmless Company, its directors, officers, employees and representatives (each a “Company Indemnified Party”), from and against any and all Losses arising out of any third-party claim alleging a Subscriber breach of any Subscriber warranty or arising out of any Subscriber Indemnity Responsibility.

Indemnification Process

The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense, and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

Infringement

If any Software is, or in Company’s opinion, is likely to become the subject of any infringement-related claim, then Company will, at its expense and in its discretion: (a) procure for Subscriber the right to continue using the Software; (b) replace or modify the infringing technology or material so that the Software becomes non-infringing and remains materially functionally equivalent;  (c) terminate the Schedule(s) pursuant to which the Software is provided and give Subscriber a refund for any pre-paid but unused fees or (d) procure a reasonable replacement at no cost to the Subscriber.

Limited Warranty

Company warrants, for Subscriber benefit alone, that Software will perform as indicated in the product documentation and or demonstration. This warranty is further expressly conditioned on Subscriber observance of the operating, security, and data-control procedures set forth in the Software Documentation. Company does not assume responsibility for third party products purchased through other sources or incorrect data provided by third party sources. Problems related to aforementioned purchases will be resolved at Company’s published hourly support rates. In the event data is incorrect not due to a third party, the Company will attempt to correct the data at its own cost as quickly as possible.

No Rights Granted

This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Software or Company's trade secrets to Subscriber. The Subscriber will not transfer, sub-license, share, rent or lease this software to any persons, corporation, governmental body, or firm without the written consent of the Company. The Subscriber agrees not to copy the software or manuals provided by Company in whole or in part, except for internal back-up or archive purposes.

Data Confidentiality

This Agreement ensures that the computer data, prices, and other information related to the Subscriber shall remain the exclusive property of the Subscriber and such data shall not be disclosed in detail to any party, person or entity outside of Company. Subscriber shall not disclose, share or provide any part of Company’s Software without express written permission of the Company.

Company may utilize the Subscriber’s data in aggregate without any reference to the Subscriber’s demographic, vendor, group purchasing organizations, account, or specific pricing information. It is expected that one Party (disclosing Party) may disclose to the other Party (receiving Party) certain information which may be considered confidential (“Confidential Information”).  Confidential Information shall mean all information relating to the business, products, or services of a Party that is non-public, confidential, proprietary or trade secret in nature, however, a Party’s Confidential Information shall not include information which (a) has come within the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the Disclosing Party; (c) becomes rightfully available to the other Party on a non-confidential basis from any third party the disclosure of which to such other Party does not violate any contractual or legal obligation the third party has to the first party with respect to such Confidential Information; or (d) independently developed by the other Party. The receiving Party shall not disclose and Confidential Information of the disclosing Party without the disclosing Party's express prior written consent (except as required by law).

Disclaimers

The information contained in the First DataBank databases is intended to supplement the knowledge of physicians, pharmacists, and other healthcare professionals regarding drug therapy problems and patient counseling information. This information is advisory only and is not intended to replace sound clinical judgment in the delivery of healthcare services. First DataBank disclaims all warranties, whether expressed or implied, including any warranty as to the quality, accuracy, and suitability of this information for any purpose.

Representation

Any Sales Order or Agreement allows the Company to represent the Subscriber, to discuss and secure data transfer needs from the Subscriber’s vendor(s) for the proper use of Software.

General Provisions

  1. This Agreement shall be governed by the laws of the State of Delaware and constitutes the entire Agreement between the parties herein with respect to the Products and Services identified herein, and shall supersede all previous or contemporaneous negotiations, commitments and writings with respect to matters set forth herein.  It may only be modified by a written document signed by authorized representatives of both parties, in duplicate, and attached to the respective original.  If a term or condition of this Agreement is not met by either party or is found by a court or administrative agency to be unenforceable, the remaining terms and conditions will remain in full force and effect.
  2. Payment is due thirty (30) days following receipt of invoice by the Subscriber. Amounts not paid within forty-five (45) days of receipt of the invoice by the Subscriber shall bear interest at the rate of 1.5% per month or the maximum rate allowable by law, whichever is lower. In addition, the Software service may be suspended and or terminated until such payment is made to the Company, unless such amounts are contested in good faith.
  3. Notice between parties regarding the terms of this contract will be made by in-hand delivery or by certified mail, return receipt required.  Notice shall be deemed given when received or when refused.  Each party shall notify the other promptly of any change in address, in writing.

Assignment; Successors and Assigns

Company may assign this Agreement, in whole or in part, with written consent of Subscriber, provided the Software is assigned to the extent necessary to allow the assignee to perform. This Agreement shall be binding upon the parties’ respective successors and assigns. Agreement is automatically assigned to Subscriber’s successors but may not, nor may its successors and assigns, assign this Agreement to any wholesaler or generic distributor.

All notices shall be given at the following addresses:

Company: SureCost, LLC.
360 Central Ave, Suite 800  
St. Petersburg, FL 33701
Attention: Calvin E. Hunsicker – Chairman, Founder & CPO