Terms & Conditions

1. Acceptance of Terms

Welcome to MedXFill (the "Platform"). These Terms & Conditions explain the rules that apply when you access the site, request services, place orders, or use any customer or provider-facing MedXFill features.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.

1.1 Who These Terms Apply To

These Terms apply to:
- Patients/Customers: Individuals purchasing healthcare products or services
- Healthcare Providers (Tenants): Clinics, practitioners, and organizations using our Platform
- Vendors: Suppliers and wholesalers providing products through the Platform

1.2 Additional Agreements

Depending on your role, additional agreements may apply:
- Merchant Services Agreement: For healthcare providers accepting payments
- Vendor Agreement: For suppliers selling products through the Platform
- HIPAA Business Associate Agreement (BAA): For Protected Health Information (PHI)

2. Description of Services

2.1 Platform Services

MedXFill provides:
- E-commerce Platform: Purchase healthcare products and peptides
- Telemedicine Services: Remote consultations with licensed healthcare providers
- Treatment Planning: Personalized healthcare treatment management
- Prescription Management: Electronic prescribing and fulfillment
- Health Tracking: Progress monitoring and AI-powered insights
- Payment Processing: Secure credit card and ACH payment acceptance

2.2 For Healthcare Providers (Tenants)

We provide:
- Multi-tenant SaaS platform for practice management
- Patient management and electronic health records
- Appointment scheduling and telemedicine
- Inventory and order management
- Payment processing and merchant services
- Commission-based vendor relationships

2.3 Medical Disclaimer

THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

• Always consult a qualified healthcare provider before making medical decisions
• In medical emergencies, call 911 or go to the nearest emergency room
• We do not provide medical advice; all consultations are with licensed practitioners
• Results may vary; no guarantees are made regarding treatment outcomes

3. Account Registration

3.1 Account Creation

To use certain features, you must create an account:
- You must be at least 18 years old
- You must provide accurate, current, and complete information
- You must maintain and update your information
- You are responsible for maintaining confidentiality of your password
- You are responsible for all activities under your account

3.2 Account Security

You agree to:
- Use a strong, unique password
- Not share your account credentials
- Notify us immediately of unauthorized access
- Log out after each session on shared devices

We reserve the right to:
- Suspend or terminate accounts for Terms violations
- Refuse service to anyone for any reason
- Require additional identity verification

3.3 Healthcare Provider Credentials

If you are a healthcare provider:
- You must provide valid professional licenses
- You must maintain active, unrestricted licenses
- You must have malpractice insurance
- You must comply with state and federal regulations
- Failure to maintain credentials results in immediate suspension

4. User Conduct

4.1 Acceptable Use

You agree to:
- ✅ Use the Platform for lawful purposes only
- ✅ Provide accurate health information to providers
- ✅ Treat healthcare providers and staff with respect
- ✅ Follow prescribed treatment plans and medication instructions
- ✅ Comply with all applicable laws and regulations

4.2 Prohibited Activities

You agree NOT to:
- ❌ Impersonate any person or entity
- ❌ Use the Platform to commit fraud or illegal activities
- ❌ Share prescription medications with others
- ❌ Provide false or misleading health information
- ❌ Harass, abuse, or threaten other users or staff
- ❌ Attempt to access unauthorized areas of the Platform
- ❌ Upload viruses, malware, or malicious code
- ❌ Scrape, copy, or reverse engineer the Platform
- ❌ Use the Platform for competitive purposes
- ❌ Resell products or services without authorization

4.3 Content You Submit

By submitting content (reviews, messages, photos):
- You grant us a non-exclusive, worldwide license to use, display, and distribute
- You represent that you own the content or have permission to submit it
- You agree not to submit copyrighted material without permission
- You agree not to submit obscene, defamatory, or offensive content
- We reserve the right to remove any content at our discretion

5. Orders & Purchases

5.1 Product Information

We strive for accuracy, but:
- Product descriptions, images, and prices may contain errors
- We reserve the right to correct errors and cancel orders
- Product availability is subject to change
- Not all products are available in all states

5.2 Pricing

• All prices are in U.S. Dollars (USD)
• Prices include applicable taxes unless otherwise stated
• Shipping costs are calculated at checkout
• We reserve the right to change prices at any time
• Price changes do not affect orders already placed

5.3 Order Acceptance

Your order is an offer to purchase. We may:
- Accept or reject any order at our discretion
- Require additional verification before fulfillment
- Limit quantities per customer
- Refuse orders from resellers or bots

Order confirmation email does NOT constitute acceptance. Acceptance occurs when we ship the product.

5.4 Payment

We accept:
- Credit cards (Visa, Mastercard, Amex, Discover)
- Debit cards
- ACH/eCheck (for healthcare providers)
- HSA/FSA cards (for eligible purchases)

Payment Authorization:
- You authorize us to charge your payment method
- You represent that you have authorization to use the payment method
- In case of payment failure, we may suspend or cancel your order

5.5 Prescription Requirements

For prescription products:
- A valid prescription from a licensed provider is required
- We verify all prescriptions before fulfillment
- Prescriptions must be current and comply with state laws
- We may contact your prescriber to verify
- We reserve the right to refuse to fill any prescription

6. Shipping & Delivery

6.1 Shipping Methods

• Standard Shipping: 5-7 business days
• Express Shipping: 2-3 business days
• Overnight Shipping: 1 business day (orders before 2 PM PT)

6.2 Shipping Restrictions

• We ship to all 50 U.S. states
• Some products may have state-specific restrictions
• We do not ship internationally at this time
• P.O. Boxes may not be accepted for certain products

6.3 Risk of Loss

Risk of loss passes to you upon delivery. If items are damaged during shipping:
- Contact us within 48 hours of receipt
- Provide photos of damaged items and packaging
- We will replace or refund at our discretion

6.4 Delivery Failures

If delivery fails due to:
- Incorrect address provided by you
- Refusal to accept delivery
- No one available to sign (for controlled substances)

You are responsible for reshipping costs or we may cancel and refund your order (minus shipping costs).

7. Returns & Refunds

See our separate Refund Policy for complete details.

7.1 Return Eligibility

Most products can be returned within 30 days if:
- Unopened and in original packaging
- Not expired or nearing expiration
- Receipt or proof of purchase provided

Non-returnable items:
- Prescription medications (federal law prohibits returns)
- Opened or used products
- Temperature-sensitive medications (if improperly stored)
- Personalized or custom products

7.2 How to Initiate Return

1. Contact customer service within 30 days of receipt
2. Obtain Return Authorization (RA) number
3. Ship product back within 14 days of RA issuance
4. Include RA number and original receipt
5. Use trackable shipping method

7.3 Refund Processing

• Refunds processed within 5-7 business days of receiving return
• Refunded to original payment method
• Shipping costs are non-refundable (unless our error)
• Restocking fee: 15% (if product opened or damaged by customer)

8. Subscription Services

8.1 Auto-Renewal

If you subscribe to recurring services:
- Your payment method will be automatically charged
- Billing occurs on the same day each billing cycle
- You will receive email reminder 7 days before billing
- You can cancel anytime before next billing date

8.2 Cancellation

To cancel subscription:
- Log in to your account → Subscription → Cancel
- Email support@medxfill.com with "CANCEL SUBSCRIPTION" in subject
- Use the contact form at medxfill.com/contact

Cancellation takes effect at end of current billing period. No partial refunds for unused time.

8.3 Price Changes

We may change subscription prices with:
- 30 days advance notice by email
- Option to cancel before new price takes effect
- Continued use after price change constitutes acceptance

9. Telemedicine Services

9.1 Provider-Patient Relationship

• Telemedicine consultations create a provider-patient relationship
• Providers are licensed in your state
• Providers may decline to prescribe if not medically appropriate
• You must provide accurate health information

9.2 Limitations of Telemedicine

Telemedicine is NOT appropriate for:
- Medical emergencies (call 911)
- Conditions requiring physical examination or lab tests
- Mental health crises (call 988 Suicide & Crisis Lifeline)
- Urgent care needs (go to urgent care or ER)

9.3 Prescription Decisions

• Providers have sole discretion to prescribe or decline
• Not all conditions can be treated via telemedicine
• You may be referred to in-person care
• Follow-up appointments may be required

9.4 Consultation Fees

• Consultation fees are charged at time of booking
• Fees are non-refundable even if provider declines to prescribe
• Missed appointments without 24-hour notice are charged in full

10. Privacy & Data Security

See our separate Privacy Policy for complete details.

10.1 Information Collection

We collect:
- Personal information (name, email, address, phone)
- Health information (symptoms, medical history, prescriptions)
- Payment information (credit card, billing address)
- Usage data (IP address, browser, pages visited)

10.2 HIPAA Compliance

For Protected Health Information (PHI):
- We comply with HIPAA Privacy and Security Rules
- PHI is encrypted in transit and at rest
- Access is restricted to authorized personnel only
- Business Associate Agreements (BAAs) are in place with vendors

10.3 Data Sharing

We do NOT sell your personal information.

We may share information with:
- Healthcare providers (for treatment)
- Pharmacies (for prescription fulfillment)
- Payment processors (for transactions)
- Service providers (email, hosting, analytics)
- Legal authorities (if required by law)

10.4 Your Privacy Rights

You have the right to:
- Access your personal information
- Request corrections to inaccurate data
- Request deletion (subject to legal retention requirements)
- Opt out of marketing communications
- Receive copy of your health records

11. Intellectual Property

11.1 Platform Ownership

All content on the Platform is owned by us or licensed to us, including:
- Trademarks, logos, and brand names
- Website design, layout, and code
- Text, images, videos, and graphics
- Software and algorithms

11.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to:
- Access and use the Platform for personal use
- View and download content for personal use only

You may NOT:
- Copy, reproduce, or distribute Platform content
- Modify, reverse engineer, or create derivative works
- Remove copyright or trademark notices
- Use our trademarks without written permission

11.3 User Content

By submitting content (reviews, photos, testimonials):
- You retain ownership of your content
- You grant us a perpetual, worldwide, royalty-free license to use, modify, and display
- You represent that your content does not violate others' rights

11.4 Copyright Infringement

If you believe content infringes your copyright:
- Email DMCA notice to: dmca@medxfill.com
- Include: your contact info, description of copyrighted work, location of infringing content, statement of good faith belief

12. Disclaimers & Limitations of Liability

12.1 No Warranties

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, either express or implied, including:
- Merchantability
- Fitness for particular purpose
- Accuracy or reliability of content
- Uninterrupted or error-free operation
- Security or absence of viruses

12.2 Healthcare Disclaimer

WE ARE NOT HEALTHCARE PROVIDERS. We provide a platform connecting patients with licensed providers.

• We do not diagnose, treat, or prescribe
• Providers are independent contractors, not our employees
• We are not responsible for provider negligence or malpractice
• You should verify provider credentials independently

12.3 Third-Party Content

We are not responsible for:
- Third-party websites linked from our Platform
- Products or services provided by vendors
- User-generated content (reviews, testimonials)
- Accuracy of third-party medical information

12.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR:

• Indirect, incidental, consequential, or punitive damages
• Lost profits, revenue, data, or business opportunities
• Personal injury or property damage
• Medical complications or adverse reactions
• Prescription errors by healthcare providers
• Delayed or lost shipments (beyond our control)

OUR TOTAL LIABILITY IS LIMITED TO THE AMOUNT YOU PAID IN THE 12 MONTHS PRIOR TO THE CLAIM (OR $100, WHICHEVER IS GREATER).

12.5 Exceptions

Some states do not allow limitation of liability for personal injury or certain warranties. In those states, our liability is limited to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, or expenses (including attorney's fees) arising from:

• Your use or misuse of the Platform
• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of others' rights (privacy, intellectual property)
• Content you submit to the Platform
• Your interactions with other users or providers
• Your misuse of products or medications

14. Dispute Resolution

14.1 Informal Resolution

Before filing a lawsuit or arbitration, you agree to:
- Contact us at legal@medxfill.com with detailed description of dispute
- Allow 30 days for us to attempt resolution
- Negotiate in good faith

14.2 Binding Arbitration

If informal resolution fails, you agree to resolve disputes through binding arbitration, NOT court litigation.

Arbitration Terms:
- Forum: American Arbitration Association (AAA)
- Rules: AAA Consumer Arbitration Rules
- Location: Your state of residence or via video conference
- Costs: We pay AAA filing fees; each party pays own attorney's fees
- Decision: Arbitrator's decision is final and binding

14.3 Class Action Waiver

YOU WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

All disputes must be brought individually. No consolidation with other claims.

14.4 Small Claims Court

You may bring claims in small claims court if:
- Claim is within court's jurisdiction
- Claim is brought individually (not as class action)

14.5 Exceptions to Arbitration

We may seek injunctive relief in court for:
- Intellectual property infringement
- Unauthorized access to Platform
- Violations of confidentiality

14.6 Opt-Out of Arbitration

You may opt out of arbitration within 30 days of accepting these Terms by:
- Emailing: arbitration-opt-out@medxfill.com
- Subject: "Arbitration Opt-Out"
- Include: Your name, email, and mailing address

14.7 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law provisions.

15. Termination

15.1 Termination by You

You may terminate your account at any time by:
- Emailing: support@medxfill.com
- Logging in → Account Settings → Delete Account

Upon termination:
- Your access to the Platform will cease
- Subscription charges will stop (after current period ends)
- Your data may be retained as required by law (HIPAA requires 6 years)

15.2 Termination by Us

We may suspend or terminate your account immediately if:
- You violate these Terms
- You engage in fraudulent activity
- You abuse or harass staff or other users
- You provide false information
- Your payment method fails
- Required for legal or regulatory compliance

15.3 Effect of Termination

Upon termination:
- All licenses granted to you terminate immediately
- You must cease using the Platform
- Provisions that should survive (indemnification, disclaimers, dispute resolution) remain in effect
- You remain liable for charges incurred before termination

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and us.

16.2 Amendments

We may modify these Terms at any time by:
- Posting updated Terms on the Platform
- Notifying you by email (for material changes)
- Updating "Last Updated" date at top

Continued use after changes constitutes acceptance. If you disagree, stop using the Platform.

16.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

16.4 Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

16.5 Assignment

• You may not assign these Terms without our written consent
• We may assign these Terms to a successor, acquirer, or affiliate

16.6 No Third-Party Beneficiaries

These Terms are solely between you and us. No third party has rights under these Terms.

16.7 Force Majeure

We are not liable for delays or failures due to events beyond our reasonable control:
- Natural disasters, pandemics, acts of war
- Government actions, strikes, utility failures
- Internet outages, cyberattacks

16.8 Notices

To contact us:
- Email: legal@medxfill.com
- Mail: 8 The Green, Suite B, Dover, DE 19901

To contact you, we will use the email or mailing address on your account.

Notices are effective:
- Email: Upon sending
- Mail: 3 business days after mailing

16.9 Language

The official language of these Terms is English. Translations are for convenience only.

16.10 Headings

Section headings are for convenience and do not affect interpretation.

17. State-specific Provisions

17.1 California Residents

Proposition 65 Warning: Some products may contain chemicals known to the State of California to cause cancer, birth defects, or reproductive harm.

California Consumer Privacy Rights: See our Privacy Policy for CCPA rights.

California Automatic Renewal Law: You have the right to cancel subscriptions at any time. We will provide clear notice before billing.

17.2 New York Residents

Telehealth Consent: You consent to telemedicine services under New York Public Health Law.

17.3 Texas Residents

Texas Pharmacy Law: Prescriptions filled by Texas-licensed pharmacies comply with Texas Pharmacy Act.

18. Healthcare-specific Terms

18.1 HIPAA Notice of Privacy Practices

For healthcare providers using the Platform, a separate Notice of Privacy Practices is provided.

18.2 Controlled Substances

For controlled substance prescriptions:
- Provider must comply with DEA regulations
- Valid prescription required (EPCS for Schedule II)
- ID verification required at delivery
- Refills subject to DEA scheduling rules

18.3 State Pharmacy Licensure

Pharmacies fulfilling prescriptions:
- Are licensed in the state of delivery
- Comply with state pharmacy regulations
- May contact prescriber to verify prescriptions

18.4 Medical Records Requests

To request your medical records:
- Email: records@medxfill.com
- Include: Full name, date of birth, date range
- Fee: $25 for copies (first 50 pages free in some states)
- Response: Within 30 days per HIPAA

19. Contact Us

For questions about these Terms:

Customer Support:
Email: support@medxfill.com
Website: www.medxfill.com
Hours: Mon-Fri 9 AM - 6 PM PT

Legal Inquiries:
Email: legal@medxfill.com
Mail: 8 The Green, Suite B, Dover, DE 19901

Privacy Inquiries:
Email: privacy@medxfill.com

HIPAA Complaints:
Email: hipaa@medxfill.com
Or file with: U.S. Department of Health & Human Services, Office for Civil Rights

Acknowledgment

BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS.

If you are a healthcare provider, you also agree to the Merchant Services Agreement and any applicable professional agreements.

If you do not agree to these Terms, you must not access or use the Platform.

Last Updated: April 6, 2026
Version: 1.0

Document ID: TC-20260406-v1
Effective: Immediately upon acceptance