Clinic Commerce Inc. (CCI)
Effective Date: July 1, 2025

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Clinic Commerce Inc. (“Clinic Commerce”, “CCI”, “we,” “our,” or “us”) governing your access to and use of the Clinic Commerce platform, including but not limited to our website, software, integrations, services, and any associated offerings (collectively, the “Services”).

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of a business, clinic, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms in full, you are prohibited from accessing or using the Services.

2. Scope of Services

Clinic Commerce provides licensed medical clinics and their affiliates with a secure, regulatory-compliant infrastructure to operate a white-labeled digital storefront for the sale and management of prescription products, including compounded medications. The Services include frontend web interfaces, backend pharmacy integrations, secure routing, and optional features to enable clinics to deliver a refill-powered direct-to-patient prescription (Rx) offering.

Clinic Commerce does not engage in the practice of medicine, pharmacy, or healthcare delivery and assumes no responsibility for any medical decisions, prescriptions, or treatments facilitated through the use of its platform.

3. Eligibility and Jurisdiction

The Services are intended solely for use by licensed physicians, medical clinics, clinical administrators, and healthcare delivery organizations legally permitted to prescribe, dispense, or manage prescription medications in their jurisdiction. By accessing the Services, you affirm that you are in compliance with the applicable regulatory and licensing requirements of your province, state, or country.

4. Regulatory Compliance

You acknowledge and agree that it is your sole responsibility to ensure your use of the Services is compliant with all applicable healthcare laws and regulations, including but not limited to:

• Personal Information Protection and Electronic Documents Act (PIPEDA) – Canada

• Health Insurance Portability and Accountability Act (HIPAA) – United States

• Any additional local, provincial, state, or national medical, privacy, and advertising laws

Clinic Commerce operates solely as a software infrastructure provider and bears no responsibility for the legality or regulatory compliance of your clinical practices, marketing materials, or treatment protocols.

5. Platform Fees and Script Routing

Clients agree to pay all applicable service fees as outlined in their selected pricing plan or service agreement. Fees may include:

• A fixed monthly platform fee, enabling access to our infrastructure and support

• A per-script fulfillment routing fee, applied to each completed and transmitted prescription via our partner pharmacy integrations

All fees are subject to change with 30 days' written notice. Clients may cancel service before any such changes take effect. Fees are non-refundable unless explicitly stated in writing.

The script routing fee is a technical processing fee associated with secure infrastructure use. Clinic Commerce does not profit from the sale or markup of medications and does not act as a wholesaler, pharmacy, or distributor.

6. Data and Information Handling

Clinic Commerce does not collect or store Protected Health Information (PHI). All patient prescription data is routed directly to licensed pharmacy partners under secure, encrypted, and compliant integrations.

As the clinic or licensed healthcare provider, you remain the data controller for any and all patient records and assume full responsibility for compliance with applicable privacy legislation.

7. Intellectual Property

All content, software, designs, graphics, brand assets, and technical infrastructure provided by Clinic Commerce are the sole property of Clinic Commerce Inc. or its licensors. No portion of the Services may be copied, modified, reverse-engineered, resold, or redistributed without our express written consent.

8. Limitation of Liability

Clinic Commerce shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Services. Our total aggregate liability for any claim under these Terms shall not exceed the total amount paid by you to us in the 12-month period preceding the event that gave rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Clinic Commerce and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, penalties, expenses, or costs arising from your use of the Services, breach of these Terms, or violation of any applicable law.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada. All disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Toronto, Ontario.

11. Modifications

Clinic Commerce reserves the right to update or modify these Terms at any time with or without prior notice. Continued use of the Services after such changes constitutes acceptance of the revised Terms.

12. Contact

For legal inquiries or service-related concerns:
team@cliniccommerce.com